M Winkworth PLC

Annual Report
& Accounts 2024
M Winkworth PLC

Company Information
Company Information
1
Chief Executive Officer’s Statement
2
Non-executive Chair’s Statement
4
Group Strategic Report
6
Report of the Directors
13
Report of the Independent Auditors
16
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
21
Consolidated Statement of Financial Position
22
Company Statement of Financial Position
23
Consolidated Statement of Changes in Equity
24
Company Statement of Changes in Equity
25
Consolidated Statement of Cash Flows
26
Company Statement of Cash Flows
27
Notes to the Statements of Cash Flows
28
Notes to the Consolidated Financial Statements 29
Notice of Annual General Meeting
51
DIRECTORS:
S P Agace
D C M Agace
A J D Nicol
T L Tan
T C Fyson
J H L Adams
SECRETARY:
A J D Nicol
REGISTERED OFFICE:
Cannon Place
78 Cannon Street
London
EC4N 6AF
REGISTERED NUMBER:
01189557 (England and Wales)
NOMINATED ADVISOR AND BROKER:
Shore Capital
Cassini House
57 St James’ Street
London
SW1A 1LD
AUDITORS:
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Contents
1
M Winkworth PLC Annual Report and Accounts 2024

2
M Winkworth PLC Annual Report and Accounts 2024
As buyers sensed an end to the interest rate tightening cycle and the cost of mortgages fell, in 2024 we saw
buyers (21% ahead of 2023) and sellers (20% ahead of 2023) brush aside previous electoral concerns both in
the UK and internationally and expedite home moves that had been delayed by the cost of living crisis. A
lifting of these uncertainties, combined with further market share gains, resulted in Winkworth’s sales
agreed increasing by 23% on 2023.
In the second half of 2024, activity remained resilient despite the impact of the UK Government’s autumn
statement and the subsequent introduction of new tax measures such as the increase in national insurance.
As over time higher rates of stamp duty and reduced mortgage interest rate relief have discouraged buy to let
and speculative investors, the UK market has become increasingly needs-based and more resilient to external
uncertainty. Increased costs of finance, high rental prices, changes to the taxation of pensions and school fees,
and the higher cost of living are all factors that add to the motivation of both buyers and sellers to transact.
In 2024, our network sales revenue rose by 18% to £32.7m (2023: £27.6m). London led the way with sales
income up by 22% across the city as a whole and, within that, Central London sales revenue increasing by
26%. Backed by our marketing campaigns and state-of-the-art operations, I am delighted that the hard
work and professionalism of our franchisees led to Winkworth’s market share of new listings growing at the
fastest rate of the top five agencies in London, while our market share of sales agreed (“SSTC”) grew by
more than any of the other top ten agents in London¹.
In the lettings and management business, increasing costs for landlords continued to see them exiting the
sector, leading to a reduction in supply of properties to let. With rents at record levels, we have seen
affordability ceilings reached and increasing trends in room sharing, young professionals choosing cheaper
areas to rent or staying at home longer, and the bank of mum and dad lending to make buying more
affordable. These developments have led to a reduction in tenant demand, and in 2024 we saw a 5% decline
in tenants registered compared to 2023.
Despite this reduction in registrations and a flattening of rental prices, we achieved lettings and
management network revenue growth of 6% in 2024 to £32.0m (2023: £30.2m). This was led by the country
markets where we saw an increase in revenues of 10%, driven by newer Winkworth businesses growing
rapidly and supported acquisitions bolstering existing franchisee portfolios. The stickier property
management revenue grew by 10% year-on-year compared to overall letting revenue excluding property
management income grew by 3% in 2024 to £16.4m (2023: £15.9m).
In 2024, gross revenues of the franchised network of £64.7m were 12% higher year-on-year (2023: £57.8m,
with an almost equal split in income between Sales and Letting and Management compared to a 48:52
revenue split in 2023.
Winkworth’s revenues of £10.79m were 17% higher (2023: £9.27m) and profit before taxation rose by 10% to
£2.36m (2023: £2.15m). The Group’s cash position at year end stood at £4.09m (2023: £4.55m) with no debt.
Dividends of 12.3p per ordinary share were declared for the full year (2023: 11.7p per share).
During the course of 2024, we opened three new offices and resold five franchises to new operators. At the
end of the period under review, the Group consisted of 100 offices. We ended the year with a strong pipeline
of nine potential resales and six new openings. In 2025, we have already opened two new offices.
Chief Executive Officer’s Statement
Note1: Source TwentyEA

We are forging ahead with our plan to invest in our platform and bring on new talent to position us as a top
three agency in each local area we operate in within London. We believe that this focus will ensure our
franchisees are profitable through the various cycles of the property market and well positioned to continue
to invest in their businesses. To this end, we replaced our previously closed Clapham office with a new
operator in 2024 and resold our flagship Knightsbridge office. We are accelerating our onboarding of talent
and I believe that the next generation of operators will secure the health of the network and its organic
growth going forward. We will continue to offer attractive options for good people to join Winkworth.
In 2024, our own-equity offices made significant progress, with revenue increasing by 27%. With our help,
the manager in Tooting moved to acquire neighbouring franchises for his own account and our Tooting
office was temporarily impacted by the transition to a new team, affecting its profitability. This team is now
fully integrated and, with stable management across the own-equity offices, we expect to see strength in
2025 as Tooting returns to form and the more recent offices mature into profitability.
After intensive repositioning we would expect to see most of our own-equity offices ranking as top three
operators in 2025. Where we can find star quality, we will continue to review opportunities for this initiative
and, as offices hit maturity, consider reducing our equity position to enable management to increase their
own stakes or acquire the business. This will enable us to recycle capital into new opportunities where we
can boost our franchise fee return and generate additional profits.
Elsewhere, our Development and Commercial Investments business broke even last year but continues to face
uncertain market conditions. Promising signs are coming from our recently launched new homes business.
Dominic Agace
Chief Executive Officer
15 April 2025
M Winkworth PLC Annual Report and Accounts 2024
3
Chief Executive Officer’s Statement continued

Non-Executive Chair’s Statement
As this year we celebrate 190 years of Winkworth, I am very grateful for the heritage of which I have been
the steward for half a century. With this milestone in mind, I hope shareholders will appreciate a slightly
different Chair’s report from normal as I reflect on what makes your company successful, and consider how
the future bodes for us.
Apart from this long history, many franchisee family successes and histories have been entwined with the
Winkworth growth story, and it so pleasing to see these families grow with the Winkworth franchise and
even within our franchisor office. We are fortunate to have many longstanding members of the Company.
Historically, Winkworth has always balanced instructions with buyers. We aim not to take on more
properties than we believe we can service and, to a certain extent, that has meant that every time an office
reached its natural optimum turnover, the franchisee has been encouraged to open a new office to service
an adjacent popular area.
Winkworth has, therefore, almost always expanded organically, driven by market share and product. The
classic example of this is our St. John’s Wood franchisee expanding into Maida Vale and West Hampstead,
and now with plans to launch into two neighbouring territories. The same has happened in Exeter,
expanding from there to Crediton and Tiverton, and now separating the central office into St. Leonards and
St. Thomas’s in order to service these markets better. Similarly our Putney franchisee, one of our longest-
standing, has added West Putney to the Southfields and main Putney offices, helping the team to expand.
Winkworth’s growth is through people and market share.
We need products to service our buyers and franchisees tend to expand within their local areas to gain
products to sell, and we help that expansion. We plan to keep a balance between not going after every
single instruction in each area with offering the best selection. This benefits vendors and also attracts the
most buyers.
These principles are evident in our achievements: £3.4 billion worth of property sold last year; 175,000
registered applicants; a database of over four million contacts; and more than four million visits to our
website. Our 100 offices meet these varying needs, with Central London having fewer instructions per office
than outer London or the country, and some areas in the UK have a low turnover as residents in those areas
tend to stay for life.
I have always observed that estate agency is a business of scale. It is not about having five properties to sell
and 20 buyers, it is about having maybe 50 properties to sell that attract perhaps 500 buyers. The
professionals handling these properties have to work as teams and, to meet customers’ expectations,
administrators are often as important as front-line salespeople. Winkworth likes to please its customers and
build the very long-term relationships that help its expansion. The franchise model of long-term proprietors
is a well-suited system to this goal. As one of our new franchisees commented to me: “Not only have I got
my personal business, but I have got yours as well.”
Having said that, we have well-developed plans to meet future market changes and challenges. We are
spending substantial sums of money helping our franchisees use a dashboard of tools that will be incredibly
useful to the high-volume offices without overwhelming the smaller ones.
Meanwhile rentals, when done well, need a special set of skills because if that side of the business shrinks or
becomes more difficult it can become less profitable. It is, therefore, a case of growing efficiency and
building property legal skills to maintain profit levels.
M Winkworth PLC Annual Report and Accounts 2024
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M Winkworth PLC Annual Report and Accounts 2024
5
Non-Executive Chair’s Statement continued
A couple of years ago I was asked why we were not diving into the rental market. My response was that
while the lettings and management business will always be important to Winkworth, rental portfolios
remain fairly static and do not rush to change. We would only look to buy in order to secure a growth point
into sales. In our opinion, sales agency has always offered greater profitability and better reflects selling
skills, and the public is attracted to the best operators. Our rentals and management business has in the
past grown to up to 50% of Group turnover, but sales are now dominating, and I am sure that over the long-
term there will be some shrinkage in rentals as the trend of landlords exiting the business continues.
How would that affect Winkworth? There may be some impact on our business, but we would expect it to
be compensated by increased sales and growth of market share as some competitors may have focused too
much on rentals and diluted their sales teams. It will be interesting to see how this plays out, but
Winkworth has seen many changes before and I believe we can trust in our own dynamism to keep our
business ahead of the curve.
Simon Agace
Non-Executive Chair
15 April 2025

M Winkworth PLC Annual Report and Accounts 2024
6
The directors present their strategic report of the company and the group for the year ended 31 December
2024.
PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of franchisor to the Winkworth estate
agencies.
REVIEW OF BUSINESS
Financial performance in 2024 was in line with management expectations. The key performance indicators
used by management in the year were as follows:
Revenues, at £10.79 million up by 17% on 2023 (2023 £9.27 million).
Profit before taxation up 10% to £2.36 million (2023: £2.15 million).
Year-end cash balance of £4.09 million (2023: £4.55 million). No debt.
Three new offices opened in the year (2023: 4) and five offices resold.
Ordinary dividends of 12.3p per ordinary share declared (2023: 11.7p per ordinary share).
The key business highlights during the year, were as follows:
Franchised office network revenue up 12% to £64.7 million (2023: £57.8 million).
Within which:
•
Network sales revenue up 18% to £32.7 million (2023: £27.6 million).
•
Network lettings revenue up 6% to £32.0 million (2023: £30.2 million).
Sales revenues 51% of total revenues (2023: 48%).
FRANCHISED AND OWNED OFFICES
Three new offices were added with openings in Leamington Spa and Stoke Newington and the supported
acquisition of a lettings business in Exeter, building on the success of our local network in Devon. The
Bagshot office closed in the year.
With the exception of Tooting, our Owned Offices made good progress. Crystal Palace was profitable in the
year and Winkworth Development and Commercial Investment Limited returned to profit. Lumley 1 Limited,
our Pimlico office acquired at the end of 2023, performed ahead of expectations in its first full year under
our ownership. Our Tooting office was impacted by a change of management and transition to a new team,
affecting its profitability. This team is now fully integrated.
REVENUE
Gross revenues for the franchised office network in 2024 were 12% up on 2023 with a 6% increase in Lettings
and Management revenue, another record year, outshone by the 18% increase in network Sales revenue on
the back of very strong H2. We entered 2025 with our sales pipeline significantly ahead of the same period
in 2024. The strong sales performance in H2 meant that at the Year end, Sales accounted for 51% of the
network revenue in the year (up from 48% in 2023).
Group Strategic Report

The Winkworth-owned offices, Tooting Estates Limited, Crystal Place Estates Limited, Lumley 1 Limited and
Winkworth Development and Commercial Investment Limited, contributed revenue of £3.44 million (2023:
£2.69 million). The New Homes element of Winkworth Development and Commercial Investment Limited
generated c£0.25m of revenue and Lumley 1 Limited generated £0.61 million of revenue in the year. Overall,
the owned offices contributed £0.20 million (2023: £0.48 million) of profit before tax in the year after
deducting a year-one loss for Lumley 1 Limited, in line with expectations.
COST OF SALES
Despite some minor inflationary cost increases, the cost of sales was below 2023 in the Franchising business
as the legal costs associated with the settlement agreement in 2023 with the former franchisee in
Battersea, Clapham, Pimlico and Kennington Lettings were not repeated in 2024.
ADMINISTRATIVE EXPENSES
The increase has been largely driven by increased salary and on costs in both the franchising business and in
the Corporate owned offices, particularly Lumley 1 Limited, and a general inflationary impact on costs.
PROFIT BEFORE TAXATION
The net result of the above was that profits before tax increased to £2.36 million (2023: £2.15 million).
DIVIDENDS
The Group declared Ordinary Dividends of 12.3p in the year (2023: 11.7p).
WORKING CAPITAL
Continued investment in intangibles and loans to franchisees meant that our working capital levels
decreased from 2023. After paying dividends, the Company had cash balances of £4.09m at the year-end
(2023: £4.55m) and no external debt.
PRINCIPAL RISKS AND UNCERTAINTIES
The group is exposed to greater external than internal risks, the principal ones being competitive pressures,
the evolution of the housing market and developments in the legal and regulatory environment.
GEOPOLITICAL DEVELOPMENTS
Risk: While recent inflationary pressures would seem to have been contained, geopolitical tensions and
supply imbalances could reignite these and lead to higher than anticipated interest rates. In the UK, a
sustained increase in finance costs for both new homebuyers and existing homeowners seeking to
refinance their mortgages could adversely affect housing prices and transaction volumes.
Management action: Winkworth has considerable experience of working through all points of the interest
rate cycle and, through a conservative management approach to costs, is well positioned to adapt to
changing market conditions. Winkworth’s balanced model between sales and lettings revenues provides
protection against downturns in either market.
COMPETITION
Risk: Winkworth faces ongoing competition from three types of agencies – corporate networks,
independent businesses and franchise networks. Further consolidation among corporate networks or the
emergence of innovative or discounted service models may exert pressure on commissions, potentially
leading to reduced revenues for the company.
M Winkworth PLC Annual Report and Accounts 2024
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Group Strategic Report continued

Group Strategic Report continued
M Winkworth PLC Annual Report and Accounts 2024
8
Management action: We monitor the market and our competitors’ activities closely and are constantly
working to ensure that both quality of service and value for money remain at the heart of our service
offering. We invest consistently in upgrading our digital offering to ensure that it meets the high standards
required by our franchisees and their customers.
SALES MARKET
Risk: In a market with reduced trading activity, pressure on commissions may escalate, potentially resulting
in lower earnings from fewer transactions. Specifically, Winkworth is vulnerable to shifts in the London
market, as the majority of its revenue stems from franchisees concentrated in this region.
Management action: We have strong local market knowledge and expertise, both in London and in the
country markets, and we commit to maintaining competitive fees while delivering unparalleled service to
meet our customers’ needs. We strive to cultivate trust and confidence, fostering enduring relationships
and earning recurring business.
LETTINGS MARKET
Risk: The rising expenses associated with meeting growing regulatory demands and concerns over the
possibility of rent controls have dissuaded certain landlords from participating in or continuing with buy-to-
let ventures. An extension of this trend could exacerbate the shortage of rental properties. While rental
prices have stabilised following sharp increases in recent years, longer tenancies and fewer new agreements
would have a negative impact on growth.
Management action: We aim to expand our portfolio of rental properties by providing landlords with top-
tier service and striving to equitably meet the needs of both landlords and tenants.
RECRUITMENT OF FRANCHISEES AND THE BUILDING OF FRANCHISES
Risk: Winkworth looks to attract new franchisees with the necessary skills, expertise and resources either to
set up a “cold start” in a new territory or convert their existing business to the Winkworth brand.
Winkworth also looks to support existing franchisees looking to purchase businesses. Failure to recruit new
franchisees may have a detrimental effect on the growth of Winkworth’s business.
Management action: Winkworth has a new franchising department which runs a robust marketing and
selection process. The department verifies the suitability of its prospective franchisees and provides
ongoing training and monitoring once new franchisees are accepted into the Group. The Board monitors
the performance of the new franchising team and is focused on identifying innovative ways of attracting
successful new franchise owners.
REPUTATIONAL RISK
Risk: Winkworth’s franchise proposition is rooted in its brand and reputation. The manner in which both
Winkworth and its franchisees engage in business and deliver services can significantly influence financial
outcomes. Any shortfall in meeting the needs and expectations of sellers, buyers, landlords, and tenants by
franchisees could significantly affect Winkworth’s overall business, operations, and financial health.
Moreover, non-compliance with regulations, legislation or best practice also poses a risk to Winkworth’s
brand and reputation.
Management action: Winkworth has a rigorous vetting procedure for new franchisees and only a small
number of applicants are successful in joining the group. Once accepted, franchisees are closely monitored
to make sure that they achieve the best practice service levels expected of them and remain compliant with
the law. Winkworth provides regular training through its centralised in-house training academy, alongside
which it runs regular compliance audits of franchisee offices, both remote and in-person.

All franchisees are required to be members of the industry’s main trade body, Propertymark and to sign up
to the consumer facing Safeagent accreditation scheme. They are also required to maintain membership of
the Property Redress Scheme.
LEGAL & REGULATORY ENVIRONMENT
Risk: The legal and regulatory environment in which Winkworth operates is changing and evolving.
Winkworth must stay abreast of these changes, ensuring compliance while also proactively navigating
situations or behaviours that could potentially harm its financial stability, brand integrity, and reputation.
Management action: Franchisees’ membership of or accreditation by bodies which monitor developments
ensures they are kept up to date on potential regulatory changes and enables participation in industry
forums set up to respond to issues. Winkworth’s centralised in-house training academy is run by staff and
trainers who are qualified members of the industry’s main trade body, Propertymark. Training is made
available to all staff employed by all franchisees, and direct support is provided to all offices by compliance
teams made up of legal, industry and financial professionals who also oversee the group’s dispute
resolution procedure.
DIGITAL INFRASTRUCTURE AND IT RISK
Risk: Winkworth’s IT and digital infrastructure serves as the backbone connecting our network, providing a
crucial competitive edge. Nevertheless, it also entails reliance on IT systems, technology, and external
suppliers, thereby exposing us to potential risks. These risks encompass technical malfunctions and the
escalating menace of cyber-attacks. Any breakdown in systems or technology could lead to disruptions, and
prolonged downtime or data loss could severely impede our business operations. Safeguarding our IT
infrastructure is paramount to ensuring uninterrupted business continuity.
Management action: Firewalls and anti-virus software are installed to protect our networks. Information is
routinely backed up and our in-house IT team works with external parties to ensure that the IT
infrastructure is securely maintained in accordance with data protection regulations and appropriate
disaster recovery and business continuity plans are in place. The IT needs of the business are regularly
monitored, and we invest in new technology and services as necessary.
SECTION 172(1) STATEMENT
The directors set out their statement of compliance with s172 (1) of the Companies Act 2006 which should
be read in conjunction with the rest of the annual report and with the Corporate Governance section of the
M Winkworth plc website
Stakeholder
How we engage
Shareholders
–
Annual report & accounts
–
Interim report & trading updates
–
AGM where directors can take questions
–
Investor roadshows
–
Stock Exchange announcements
–
Online presentations and Q&A using the services provided
by Investor Meet Company
We value the significance of our
partnership with shareholders and are
committed to fostering long-term
investor loyalty. To achieve this, we
prioritise consistent communication by
providing regular updates on market
insights, our strategic positioning, and
our financial returns
M Winkworth PLC Annual Report and Accounts 2024
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Group Strategic Report continued

Group Strategic Report continued
M Winkworth PLC Annual Report and Accounts 2024
10
Stakeholder
How we engage
Franchisees
–
Meetings with franchisee groups to establish a common
agenda
–
Proactive and reactive contact with individual franchisees
–
Up to-date regulatory information and practical guidance
is published on the internal intranet
–
Centralised in-house training and on-site visits help with
recruitment
–
Working groups designed to align interests on specific
projects
Employees
–
Close and informative communications
–
Regular assessments and equal opportunities
–
Focus on employee retention
–
Social events to encourage integration
Customers
–
Franchisees are provided with extensive training to update
their understanding of regulatory issues and best practice
–
Company website is systematically upgraded to provide
highest levels of service and ease of access
–
Winkworth Undertake market research to understand the
perception of the Company and where we can improve
Community & Environment
–
Winkworth is a carbon neutral company. Our Corporate
Carbon Footprint (CCF) has been independently calculated
and we are continuously reducing our carbon emissions
while offsetting unavoidable ones through carbon offset
projects.
–
Encourage involvement in local communities across our
network.
–
Rotate the charities that we support to match the footprint
of our business and the communities that we operate in.
–
Promote the Eden Greenspace system to offices, allowing
them to allocate a percentage of their fees to a number of
different environmental projects in the UK and across the
globe.
We consider the impact on local
communities and the environment in
all of our decisions.
We are constantly aware of the
evolving needs of our customers,
discerning property buyers and
landlords requiring the highest levels
of service
We enjoy a long average length of
service, reflecting the positive and
inclusive culture we seek to create. We
are an equal opportunities employer
The success of our franchisees, who
are independent managers building
businesses backed by our brand and
support, is key to the performance of
our Company

The directors manage the Group for the benefit of all stakeholders. In making decisions, the directors take
into account both their potential short- and long-term implications. The basic goal is the long-term
sustainable growth of the business which will see returns to shareholders increasing, enable franchisees and
employees to realise their ambitions, and help customers of the Winkworth network achieve their goals.
As a number of significant shareholders sit on the Board, the discussions on key strategic decisions and the
quarterly dividend payments ensure that the wishes of shareholders are aligned with those of the company
over both the short and longer term.
Winkworth strives to maintain a reputation for the highest standards of business conduct. The directors
always endeavour to operate to the highest ethical standards in order to maintain and promote the
reputation of the Company.
Our adoption of the QCA Corporate Governance Code provides the oversight and context for how we achieve
these standards. We support best practice in estate agency through involvement with external bodies such
as Propertymark and Safeagent as well as providing training and professional development through our
centralised in-house training academy and online hub.
Looking at the individual stakeholder groups in more detail:
Shareholders
The board disseminates information to shareholders via various channels including the Annual General
Meeting (AGM), the annual report, interim report, public announcements through Regulatory News Service
(RNS), and the company website. Acknowledging the significance of the AGM, the board views it as an
occasion to engage with private shareholders. Directors make themselves available for informal discussions
with shareholders immediately after the AGM to hear their perspectives. Additionally, the CEO and CFO
conduct roadshows for institutional investors coinciding with the release of interim and annual reports. They
also employ Investor Meet Company’s services to host online presentations and Q&A sessions with
intermediaries and retail investors, ensuring all interested parties are informed and engaged.
Franchisees
We convene meetings with select groups of franchisees to gather their perspectives on important strategic
and operational matters. The acquisition of Tooting Estates Limited and Crystal Palace Estates Limited,
although aligned with our established franchising model, has enhanced our understanding of ongoing
market dynamics and how they affect our customers, suppliers, and other stakeholders.
Employees
In ensuring the enduring success of the Company, the directors carefully weigh the impact of every decision
on its employees and pledge to act in their best interests. Employees undergo routine evaluations and are
granted equitable chances for advancement. We are dedicated to fostering a workspace that enhances
employee well-being and enables optimal performance.
Customers
In a highly competitive environment, securing and retaining customers is paramount. Winkworth places
significant value on the integrity of its brand, upholding it through exemplary standards of ethics and
business conduct in all interactions. Through bolstering its digital footprint, the company is actively adapting
to exceed the changing demands of both franchisees and their clientele, ensuring continued satisfaction
and relevance.
M Winkworth PLC Annual Report and Accounts 2024
11
Group Strategic Report continued

M Winkworth PLC Annual Report and Accounts 2024
12
Group Strategic Report continued
Community and environment
The Company priorities the awareness of how its operations affect both the community and the
environment. It sets high standards for both its employees and suppliers, expecting them to adhere to
stringent guidelines in their daily business practices.
OUTLOOK
We see the rejuvenated sales market remaining firm in 2025 and into 2026, with a needs-driven property
market leading to greater activity and more properties becoming available as households re-align their sights
and adjust to higher taxation and inflationary costs. We see a broadly balanced picture between buyers and
sellers in 2025 and so anticipate that price increases of around 3% will be in line with the general rate of
inflation. We expect activity to be heightened in London as a return to the office motivates buyers to seek
properties there.
With the renters rights bill coming into statute we envisage that some landlords, already burdened with
losing part of the mortgage interest tax relief and higher costs of finance, will not wish to continue to hold
their investments. However, with affordability ceilings having in many cases been reached, we do not expect
further rapid rises in rents but rather a reversion to these tracking wage inflation, as prospective tenants
avoid entering the market or change location to reduce their costs.
With these changes we see an opportunity to continue to grow our lettings portfolios as landlords look for
greater guidance in the face of tighter regulation. With weaker repossession rights, the need for higher
quality tenants will mean that more private landlords will look to use agents. Additionally, increased
regulation will push more independent letting agencies to exit the business, generating opportunities for our
supported acquisition programme which provides funding to franchisees that wish to acquire portfolios to
bolster their business.
ON BEHALF OF THE BOARD:
D C M Agace
Director
15 April 2025

DIRECTORS
The directors shown below have held office during
the whole of the period from 1 January 2024 to the
date of this report.
S P Agace
D C M Agace
J H L Adams (appointed 4 June 2024)
L M Alkin (died 5 February 2025)
T C Fyson (appointed 4 June 2024)
J S Nicol (resigned 12 September 2024)
A J D Nicol
T L Tan (appointed 13 February 2024)
The Directors names, together with biographical
details, are shown on the group’s website
www.winkworthplc.com. The directors’
remuneration for the year is set out in note 4 to
the financial statements.
PAYMENTS TO SHAREHOLDERS
Dividends of £1,549k (2023- £1,511k) were paid
during the year
Compliance with the QCA Code
As mentioned in the Chair’s Statement on
Corporate Governance, Winkworth adheres to the
2018 version of the QCA Code on Corporate
Governance. Full details of how the ten principles
have been applied are shown on our website
www.winkworthplc.com.
The website was reviewed for compliance with the
QCA Code on 11 March 2025 and was updated
accordingly.
Composition, experience and training
The Board comprises three Executive Directors and
three Non-executive Directors. The Non-executive
Directors are all professionally qualified and
experienced in Winkworth’s areas of operation. All
the non-executive Directors are considered to
bring an independent judgement to bear
notwithstanding their relationships.
The chairman and CEO review the balance of skills,
knowledge and experience on the board and make
appropriate recommendations for consideration
by the whole board. The directors consider that
the board is well-balanced and has the right
number of members for the size of the group. The
Non-executive Directors are professionally
qualified and have considerable financial expertise
and experience of the property sector. Tara Tan is
a lawyer with considerable franchise experience.
Andrew Nicol is a chartered accountant with
broad finance and operational experience.
Dominic Agace has grown through the ranks of
the business and has been CEO of Winkworth
since flotation.
Regular briefings on legislative developments
such as GDPR, Money Laundering, and the like are
provided by the company’s lawyers and General
Counsel. The Board also received training on
compliance with the AIM Rules for Companies and
aspects of the Market Abuse Regulations. As
members of the SRA and ICAEW, Tara Tan, Andrew
Nicol and Tom Fyson keep up-to-date through
their respective CPD.
Performance evaluation
All Directors undergo a performance evaluation
before being proposed for re-election to ensure
that their performance is, and continues to be,
effective; that, where appropriate, they maintain
their independence; and that they are
demonstrating continued commitment to the role.
Appraisals are carried out each year for all
Executive Directors.
The Board carries out an evaluation of its
performance annually, taking into account the
Financial Reporting Council’s Guidance on Board
Effectiveness.
M Winkworth PLC Annual Report and Accounts 2024
13
Report of the Directors

Report of the Directors continued
M Winkworth PLC Annual Report and Accounts 2024
14
Time commitments
The Executive Directors are expected to devote
substantially the whole of their time, attention
and ability to their duties, whereas, as one would
expect, the Non-executives have a lesser time
commitment. It is anticipated that each of the
Non-executives will dedicate 15 days a year. The
Non-executive directors have all confirmed that
they are able to allocate sufficient time to meet
the expectations of their role.
Meeting attendance
Details of the meetings of the Board and the
various sub-committees of the Board during 2024
and 2025, together with the attendance of the
different Directors is as follows:-
Meeting attendance in 2024
Remuneration
Audit
Director
Board
Committee
Committee
SP Agace
10
–
–
JHL Adams
5
–
–
LM Alkin
10
–
2
TC Fyson
5
–
1
JS Nicol
8
–
2
DCM Agace
11
–
–
AJD Nicol
11
–
–
TL Tan
10
–
–
Board Committee Reports
Remuneration Committee
Tom Fyson took over as Chair of the Committee from Lawrence Alkin. The
Committee met in March 2025 to discuss and approve certain bonuses in
respect of 2024 and the 2025 remuneration of the Board’s Executive
Directors.
Audit Committee
The Committee, chaired by John Nicol and then by Tom Fyson, and with
Lawrence Alkin and then Jonathan Adams in attendance met three times in
2024/2025. In April 2024 the Committee met with Crowe to discuss and
approve the 2023 Accounts and to review the Audit. In September, the
Committee met to discuss and approve the 2024 Interim results and
Announcement. In February 2025, the Committee met to discuss Audit
Planning, Risk and approve the Accounting Policies.
GOING CONCERN
The Board of Directors has undertaken a recent
thorough review of the group’s budgets and
forecasts and has produced detailed and realistic
cash flow projections. These cash flow projections,
when considered in conjunction with the group’s
existing undrawn overdraft facilities and cash
(including consideration of reasonable possible
changes in trading performance), demonstrate
that the group has sufficient working capital for
the foreseeable future. Consequently, the
directors believe that the group has adequate
resources to continue its operational existence.
The financial statements have accordingly been
prepared on a going concern basis.
WEBSITES
The group’s website is www.winkworthplc.com
The commercial website is www.winkworth.co.uk

STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the
Group Strategic Report, the Report of the Directors
and the 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 elected to prepare the
financial statements in accordance with UK-
adopted international accounting standards.
Under company law the directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the
state of affairs of the company and the group and
of the profit or loss of the group for that period. In
preparing these 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 that the financial statements comply
with IFRS;
–
prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the company will continue
in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the company’s and the 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 financial statements comply with
the Companies Act 2006. They are also responsible
for safeguarding the assets of the company and
the group and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION
TO AUDITORS
So far as the directors are aware, there is no
relevant audit information (as defined by
Section 418 of the Companies Act 2006) of which
the group’s auditors are unaware, and each
director has taken all the steps that he or she
ought to have taken as a director in order to make
himself or herself aware of any relevant audit
information and to establish that the group’s
auditors are aware of that information.
DIRECTORS’ INDEMNITIES
Third-party Director’s and Officers’ liability
insurance was in place for all directors throughout
the financial year and is currently in force.
ON BEHALF OF THE BOARD:
D C M Agace
Director
15 April 2025
M Winkworth PLC Annual Report and Accounts 2024
15

M Winkworth PLC Annual Report and Accounts 2024
16
Opinion
We have audited the financial statements of
M Winkworth Plc (the “Parent Company”) and
its subsidiaries (the “Group”) for the year ended
31 December 2024, which comprise:
•
the Consolidated statement of profit and
loss and other comprehensive income for
the year ended 31 December 2024;
•
the Consolidated and Parent Company
statements of financial position as at
31 December 2024;
•
the Consolidated and Parent Company
statements of changes in equity for the
year ended 31 December 2024;
•
the Consolidated and Parent Company
statements of cash flows for the year ended
31 December 2024; and
•
the notes to the financial statements,
including a summary of material
accounting policies
The financial reporting framework that has been
applied in the preparation of the Group financial
statements is applicable law and in accordance
with UK-adopted International Accounting
Standards.
In our opinion the financial statement:
•
give a true and fair view of the state of the
Group’s and of the Parent Company’s
affairs as at 31 December 2024 and of the
Group’s profit for the period then ended;
•
have been properly prepared in accordance
with UK adopted International Accounting
Standards; and
•
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
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
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate. Our
evaluation of the directors assessment of the
Group’s and Parent Company’s ability to
continue to adopt the going concern basis of
accounting included:
•
Reviewing management’s financial
projections for the Group and Parent
Company for a period of more than
12 months from the date of approval of
the financial statements.
•
Checking the numerical accuracy of
management’s financial projections
•
Challenging management on the
assumptions underlying those projections
and considering the impact of reductions in
anticipated net cash inflows.
•
Obtaining the latest management results
after the reporting date to assess how the
Group and Parent Company are performing
compared to the projections.
•
Performing sensitivity analysis on key
inputs into the projections by calculating
the impact of various scenarios and
considering the impact on the Group and
Parent Company’s ability to continue as a
going concern in the event that a
downward scenario occurs.
Report of the Independent Auditors to the
Members of M Winkworth Plc

•
Assessing the completeness and accuracy
of the matters described in the going
concern disclosures within the significant
accounting policies as set out in Note 2.
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.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
Materiality
In planning and performing our audit we applied
the concept of materiality. An item is considered
material if it could reasonably be expected to
change the economic decisions of a user of the
financial statements. We used the concept of
materiality to both focus our testing and to
evaluate the impact of misstatements identified.
Based on our professional judgement, we
determined overall materiality for the Group
financial statements as a whole to be £115,000
(2023: £128,000) based on 5% of the average
profit before tax over the 3 financial years to the
reporting date, a benchmark chosen to normalise
the effects of the market volatility on the Group.
Materiality for the Parent Company financial
statements was set at £50,000 (2023: £15,000)
based on a percentage of net assets, which we
consider to be appropriate as the Parent Company
is an investment holding company.
We use a different level of materiality
(‘performance materiality’) to determine the
extent of our testing for the audit of the
financial statements. Performance materiality is
set based on the audit materiality as adjusted for
the judgements made as to the entity risk and
our evaluation of the specific risk of each audit
area having regard to the internal control
environment. We determined performance
materiality for the Group financial statements as
a whole to be £80,500 (2023: £90,000).
Performance materiality for the Parent Company
financial statements was set at £35,000 (2023:
£11,250). Performance materiality allocated to
the significant components of the Group was in
the range £35,000 to £77,000 (2023: £21,000 to
£80,500). Where considered appropriate
performance materiality may be reduced to a
lower level.
We agreed with the Audit Committee to report
to it all identified errors in excess of £5,750 (2022:
£6,400). Errors below that threshold would also
be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
An overview of the scope of our audit
There are two significant components in the
group, the Parent Company and Winkworth
Franchising. The Parent Company and
Winkworth Franchising were subject to full
scope audit by ourselves.
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
which had the greatest effect on: the overall
audit strategy, the allocation of resources in the
audit; and directing the efforts of the
engagement team. These matters were
addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by
our audit.
M Winkworth PLC Annual Report and Accounts 2024
17

Report of the Independent Auditors to the
Members of M Winkworth Plc continued
M Winkworth PLC Annual Report and Accounts 2024
18
Our audit procedures in relation to these matters
were designed in the context of our audit
opinion as a whole. They were not designed to
enable us to express an opinion on these matters
individually and we express no such opinion.
Other information
The directors are responsible for the other
information contained within the annual report.
The other information comprises the
information included in the annual report, other
than the financial statements and our auditor’s
report thereon. Our opinion on the financial
statements does not cover the other information
and, except to the extent otherwise explicitly
stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material
misstatements, we are required to determine
whether this gives rise to a material
misstatement in the financial statements
themselves. If, based on the work we have
performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Key audit matter
Completeness of revenue
Group revenue was derived mainly from its
principal activity, being commissions and
subscriptions to the Group under franchise
agreements, the accounting policy for which is
disclosed in note 2. Revenue in respect of
commissions due on house sales is recognized
upon completion of the sale of the relevant
property by the franchisee. Revenue in respect of
commissions due on lettings, property
management and administration services is
recognized in the period to which the services
relate. There is a risk that revenue is receivable
and not recorded, especially due to the potential
under reporting of revenue on the part of
franchisees. Therefore there is a potential risk in
terms of the completeness of revenue being
recognised.
How the scope of our audit addressed the key
audit matter
We performed audit procedures on the inputs
into the model as follows:
•
obtaining an understanding of the internal
procedures established to ensure
completeness of income
•
testing completeness of income from ‘for
sale’ and ‘lettings available’ information on
franchisee websites to subsequent receipt of
commission
•
checking the accuracy of a sample of
commissions receivable from rental and sales
transactions to source documentation such
as franchisee returns and completion
statements and to the nominal ledger to
ensure that revenue had been correctly
calculated.
Based on the outcome of the above procedures,
we did not identify any material misstatements
in our assessment of the completeness of
income.

M Winkworth PLC Annual Report and Accounts 2024
19
Opinions on other matters prescribed by 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.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding
of the Group and the Parent Company and its
environment obtained in the course of the audit,
we have not identified material misstatements
in the strategic Report or the directors’ report.
We have nothing to report in respect of the
following matters where 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
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.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement set out on page 15, 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
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.
Auditors’ 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 a Report of the Auditors 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.

Report of the Independent Auditors to the
Members of M Winkworth Plc continued
M Winkworth PLC Annual Report and Accounts 2024
20
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and
regulatory frameworks within which the Group
operates, focusing on those laws and regulations
that have a direct effect on the determination of
material amounts and disclosures in the
financial statements. The laws and regulations
we considered in this context were the
Companies Act 2006 and relevant UK taxation
legislation.
We identified the greatest risk of material
impact on the financial statements from
irregularities, including fraud, to be the override
of controls by management. Our audit
procedures to respond to these risks included
enquiries of management about their own
identification and assessment of the risks of
irregularities, sample testing on the posting of
journals and reviewing accounting estimates for
biases.
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not
have detected some material misstatements in
the financial statements, even though we have
properly planned and performed our audit in
accordance with auditing standards. We are not
responsible for preventing non-compliance and
cannot be expected to detect non-compliance
with all laws and regulations.
These inherent limitations are particularly
significant in the case of misstatement resulting
from fraud as this may involve sophisticated
schemes designed to avoid detection, including
deliberate failure to record transactions,
collusion or the provision of intentional
misrepresentations.
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.
Use of our report
This report is made solely to the Parent Company’s
members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Parent Company’s members those matters
we are required to state to them in an auditor’s
report and for no other purpose. To the fullest
extent permitted by law, we do not accept or
assume responsibility to anyone other than the
company and the company’s members as a body,
for our audit work, for this report, or for the
opinions we have formed.
Stephen Bullock
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
15 April 2025

M Winkworth PLC Annual Report and Accounts 2024
21
2024
2023
Notes
£’000
£’000
CONTINUING OPERATIONS
Revenue
3
10,794
9,265
Cost of sales
(1,666)
(1,573)
GROSS PROFIT
9,128
7,692
Other operating income
–
1
Administrative expenses
(6,842)
(5,848)
Other operating expenses
–
252
OPERATING PROFIT
2,286
2,097
Finance costs
5
(60)
(39)
Finance income
5
138
88
PROFIT BEFORE TAX
6
2,364
2,146
Tax
7
(592)
(467)
PROFIT FOR THE YEAR
1,772
1,679
OTHER COMPREHENSIVE INCOME
–
–
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
1,772
1,679
Profit attributable to:
Owners of the parent
1,772
1,668
Non-controlling interests
–
11
1,772
1,679
Total comprehensive income attributable to:
Owners of the parent
1,756
1,668
Non-controlling interests
16
11
1,772
1,679
£
£
Earnings per share expressed in pence per share:
10
Basic
13.73
13.02
Diluted
13.33
13.00
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
22
2024
2023
Notes
£’000
£’000
ASSETS
NON-CURRENT ASSETS
Intangible assets
11
1,238
1,300
Property, plant and equipment
12
828
984
Prepaid assisted acquisitions support
13
822
607
Investments
14
7
63
Trade and other receivables
15
674
350
3,569
3,304
CURRENT ASSETS
Trade and other receivables
15
1,539
1,450
Tax receivable
26
–
Cash and cash equivalents
16
4,085
4,548
5,650
5,998
TOTAL ASSETS
9,219
9,302
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital
18
65
65
Share premium
19
179
179
Retained earnings
19
6,603
6,396
TOTAL EQUITY
6,847
6,640
Non-controlling interests
17
16
–
TOTAL EQUITY
6,863
6,640
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables
20
638
767
Deferred tax
22
163
181
801
948
CURRENT LIABILITIES
Trade and other payables
20
1,461
1,556
Tax payable
94
158
1,555
1,714
TOTAL LIABILITIES
2,356
2,662
TOTAL EQUITY AND LIABILITIES
9,219
9,302
The financial statements were approved by the Board of Directors and authorised for issue on 15 April 2025
and were signed on its behalf by:
D C M Agace
Director
Consolidated Statement of Financial Position
31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
23
2024
2023
Notes
£’000
£’000
ASSETS
NON-CURRENT ASSETS
Investments
14
63
63
63
63
CURRENT ASSETS
Trade and other receivables
15
1,267
1,268
Cash and cash equivalents
16
1,019
1,008
2,286
2,276
TOTAL ASSETS
2,349
2,339
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital
18
65
65
Share premium
19
179
179
Retained earnings
19
2,104
2,095
TOTAL EQUITY
2,348
2,339
LIABILITIES
CURRENT LIABILITIES
Tax payable
1
–
TOTAL LIABILITIES
1
–
TOTAL EQUITY AND LIABILITIES
2,349
2,339
The financial statements were approved and authorised for issue by the Board of Directors and authorised
for issue on 15 April 2025 and were signed on its behalf by:
D C M Agace
Director
Company Statement of Financial Position
31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
24
Called up
share
Retained
Other
capital
earnings
reserves
£’000
£’000
£’000
Balance at 1 January 2023
64
6,212
–
Changes in equity
Issue of share capital
1
–
179
NCI on acquisition of shares 
– 
(24)
–
Dividends
–
(1,511)
–
Total comprehensive income
–
1,719
–
Balance at 31 December 2023
65
6,396
179
Changes in equity
Dividends
–
(1,549)
–
Total comprehensive income
–
1,756
–
Balance at 31 December 2024
65
6,603
179
Other
Non-controlling
Total
reserves
Total
interests
equity
£’000
£’000
£’000
£’000
Balance at 1 January 2023
51
6,327
102
6,429
Changes in equity
Issue of share capital
– 
180 
– 
180
NCI on acquisition of shares
–
(24)
(113)
(137)
Dividends
–
(1,511)
–
(1,511)
Total comprehensive income
(51)
1,668
11
1,679
Balance at 31 December 2023
–
6,640
–
6,640
Changes in equity
Dividends
–
(1,549)
–
(1,549)
Total comprehensive income
–
1,756
16
1,772
Balance at 31 December 2024
–
6,847
16
6,863
Consolidated Statement of Changes in Equity 
for the year ended 31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
25
Called up
share
Retained
Share
Other
Total
capital
earnings
premium
reserves
equity
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
64
1,641
–
51
1,756
Changes in equity
Issue of share capital
1
–
179
–
180
Dividends
–
(1,487)
–
–
(1,487)
Total comprehensive income
–
1,941
–
(51)
1,890
Balance at 31 December 2023
65
2,095
179
–
2,339
Changes in equity
Dividends
–
(1,549)
–
–
(1,549)
Total comprehensive income
–
1,558
–
–
1,558
Balance at 31 December 2024
65
2,104
179
–
2,348
Company Statement of Changes in Equity
for the year ended 31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
26
2024
2023
Notes
£’000
£’000
Cash flows from operating activities
Cash generated from operations
1
2,385
2,081
Interest paid
–
(1)
Tax paid
(700)
(670)
Net cash from operating activities
1,685
1,410
Cash flows from investing activities
Purchase of intangible fixed assets
(158)
(229)
Purchase of tangible fixed assets
(70)
(35)
Prepaid assisted acquisitions
(330)
(217)
Sale of fixed asset investments
56
–
Interest received
138
88
Net cash from investing activities
(364)
(393)
Cash flows from financing activities
Payment of lease liabilities
(175)
(214)
Share issue
–
180
Interest paid on lease liabilities
(60)
(38)
Purchase of non-controlling interest
–
(137)
Equity dividends paid
(1,549)
(1,511)
Net cash from financing activities
(1,784)
(1,720)
Decrease in cash and cash equivalents
(463)
(703)
Cash and cash equivalents at beginning of year
2
4,548
5,251
Cash and cash equivalents at end of year
2
4,085
4,548
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
27
The notes form part of these financial statements
2024
2023
Notes
£’000
£’000
Cash flows from operating activities
Cash generated from operations
1
–
1
Tax paid
(1)
(1)
Net cash from operating activities
(1)
–
Cash flows from investing activities
Interest received
11
3
Dividends received
1,549
1,887
Net cash from investing activities
1,560
1,890
Cash flows from financing activities
Share issue
–
180
Amounts owed by group undertakings
1
–
Equity dividends paid
(1,549)
(1,487)
Net cash from financing activities
(1,548)
(1,307)
Increase in cash and cash equivalents
11
583
Cash and cash equivalents at beginning of year
2
1,008
425
Cash and cash equivalents at end of year
2
1,019
1,008
Company Statement of Cash Flows
For the Year Ended 31 December 2024
The notes form part of these financial statements

M Winkworth PLC Annual Report and Accounts 2024
28
1.
RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS
Group
2024
2023
£’000
£’000
Profit before tax
2,364
2,146
Depreciation charges
568
531
Profit on disposal of fixed assets
–
(9)
Negative goodwill
–
(252)
FV uplift on investment
–
(22)
Finance costs
60
39
Finance income
(138)
(88)
2,854
2,345
Increase in trade and other receivables
(413)
(269)
(Decrease)/increase in trade and other payables
(56)
5
Cash generated from operations
2,385
2,081
Company
2024
2023
£’000
£’000
Profit before tax
1,558
1,891
Finance income
(1,558)
(1,890)
–
1
Cash generated from operations
–
1
2.
CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are in
respect of these Statement of Financial Position amounts:
Year ended 31 December 2024
Group
Company
31.12.24
1.1.24
31.12.24
1.1.24
£’000
£’000
£’000
£’000
Cash and cash equivalents
4,085
4,548
1,019
1,008
Year ended 31 December 2023
Group
Company
31.12.23
1.1.23
31.12.23
1.1.23
£’000
£’000
£’000
£’000
Cash and cash equivalents
4,548
5,251
1,008
425
Notes to the Statements of Cash Flows
For the Year Ended 31 December 2024

M Winkworth PLC Annual Report and Accounts 2024
29
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1.
STATUTORY INFORMATION
M Winkworth Plc is a private company, registered in England and Wales. The company’s registered number
and registered office address can be found on the General Information page.
The presentation currency of the financial statements is the Pound Sterling (£).
2.
ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared under the historical cost convention, with the exception of
financial instruments as set out below, and in accordance with UK adopted International Accounting
Standards. The financial statements are presented in pound sterling, which is also the company’s functional
currency. The following principal accounting policies have been applied consistently in dealing with items
which are considered material in relation to the financial statements.
Going concern
The directors have, at the time of approving the financial statements, a reasonable expectation that the
group has adequate resources to continue in operational existence for the foreseeable future. Thus they
continue to adopt the going concern basis of accounting in preparing the financial statements.
Basis of consolidation
The group financial statements consolidate the financial statements of M Winkworth Plc and all its
subsidiary undertakings. All subsidiary companies have coterminous year ends.
Acquisitions of companies that are consolidated are accounted for using the purchase method, by allocating
their acquisition cost to the acquired identifiable assets and liabilities at the time of acquisition. Where the
acquisition cost exceeds the net fair value of the acquired assets and liabilities, the difference is recognised
as goodwill. Goodwill is not amortised but is tested for impairment at least annually and written down only
in the event of impairment. Negative goodwill is recognised in the statement of comprehensive income
immediately.
Revenue
Revenue represents the value of commissions and subscriptions due to the group under franchise
agreements, together with the value of fees earned by its subsidiary lettings business. Revenue in respect of
commissions due on house sales is recognised at the point of the relevant property sale having been
completed by the franchisee. Revenue in respect of commissions due on lettings, property management and
administration services is recognised in the period to which the services relate. The group earns a straight
8% by value on all sales and lettings income generated by the franchisees.
In Tooting Estates Limited, Crystal Palace Estates Limited and Lumley 1 Limited, revenue in respect of
commissions due on house sales is recognised on completion. Revenue in respect of commissions due on
lettings and property management is recognised over the life of the rental agreement.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are
short-term, highly-liquid investments with original maturities of three months or less (as at their date of
acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an
insignificant risk of change in that cash value.

M Winkworth PLC Annual Report and Accounts 2024
30
2.
ACCOUNTING POLICIES – continued
Intangible assets
Intangible assets represent customer lists acquired with an acquisition in the year and website
development costs relating to the franchisee platform. They are measured at cost less accumulated
amortisation less impairment losses.
The website development costs are initially recognised at cost and amortised over their useful life which is
deemed to be 3 – 6 years. Customer lists are recognised based on industry multiples of 150% of the historic
lettings revenue and 100% of the sales revenue, discounted by 30% for lettings and 70% for sales revenues,
to reflect the future prospects and inherent goodwill relating to the staff of the business. They are
amortised over 15 years on a straight line basis. They are assessed for impairment by performing a value in
use calculation when indicators of impairment exist.
Amortisation of intangible asset is included within administrative expenses in the statement of
comprehensive income.
If there is an indication that there has been a significant change in amortisation rate, useful life or residual
value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Prepaid assisted acquisitions support
Prepaid assisted acquisitions support represents amounts paid to franchisees on the incorporation of their
business into the Winkworth brand. The amounts paid to franchisees are contributions towards their
growth plans, which in turn will grow the Winkworth brand.
Amounts paid to franchisees are amortised over the initial 10 year franchise agreement on a straight-line
basis as a reduction in revenue.
Property, plant and equipment
Property, plant and equipment is recognised at cost. Depreciation is provided at the following annual rates
in order to write off each asset over its estimated useful life.
Fixtures and fittings
–
25% straight line,
Computer equipment
–
25% straight line.
Property, plant and equipment is subject to impairment tests whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds
its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written
down accordingly.
Financial instruments
Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised
at transaction price, unless the arrangement constitute a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024

M Winkworth PLC Annual Report and Accounts 2024
31
2.
ACCOUNTING POLICIES – continued
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at
transaction price and subsequently measured at amortised cost using the effective interest method.
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to
local tax rules, using tax rates enacted or substantively enacted by the statement of financial position date.
Deferred tax
Deferred tax is recognised in respect of all material temporary differences that have originated but not
reversed at the statement of financial position date.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit
will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively
enacted by the statement of financial position date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the group’s pension
scheme are charged to the income statement in the period to which they relate.
Investments
Investments in subsidiary undertakings are classified as non-current assets and are stated at cost less
provision for any necessary impairments.
Listed investments are recognised at fair value by reference to publicly available share prices.
Share based payments
The company operates an Enterprise Management Incentive scheme which allows employees of the group
to acquire shares in the parent company. The fair value of share-based payment awards granted is
recognised as an employee expense with a corresponding increase in equity, over the period that the
employees become unconditionally entitled to the awards. The fair value of the options granted is
measured using the Black-Scholes pricing model, taking into account the terms and conditions upon which
the options were granted. The fair value is charged as an expense in the statement of comprehensive
income over the vesting period and the charge is adjusted each year to reflect the expected and actual level
of vesting, taking into account the terms and conditions upon which the options were granted. The share
based payment vested in the year and the charge was immaterial.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024

M Winkworth PLC Annual Report and Accounts 2024
32
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
2.
ACCOUNTING POLICIES – continued
Dividends
All dividends paid to shareholders are recognised when they have been paid.
Financial assets
Except for listed investments the group has only financial assets classified into the amortised cost category
and these comprise trade and other receivables and cash and cash equivalents in the statement of financial
position.
These assets arise principally through the provision of services to customers (e.g. trade receivables), but also
incorporate other types of contractual monetary asset. They are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method, less provision for impairment.
The group recognises an allowance for expected credit losses (ECLs) based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the group expects to
receive, discounted at an approximation of the original effective interest rate.
Impairment provisions for current and non-current trade receivables are recognised based on the simplified
approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses.
During this process the probability of the non-payment of the trade receivables is assessed. This probability
is then multiplied by the amount of the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions
are recorded in a separate provision account with the loss being recognised within cost of sales in the
consolidated statement of comprehensive income. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables due from related parties and loans to related parties are recognised
on the general approach within IFRS 9 applying 12 months expected credit losses, unless there has been a
significant increase in credit risk since initial recognition of the financial asset, in which case lifetime
expected credit losses along with the gross interest income are recognised. For those that are determined to
be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised
Financial liabilities
The group has only financial liabilities classified into the amortised cost category. These liabilities consist of
trade payables and other short-term monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method.
Leases
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the group’s incremental borrowing rate on
commencement of the lease is used.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease
incentives received.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on
a straight-line basis over the remaining term of the lease.

M Winkworth PLC Annual Report and Accounts 2024
33
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
2.
ACCOUNTING POLICIES – continued
When the group revises its estimate of the term of any lease (because, for example, it re-assesses the
probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of
the lease liability to reflect the payments to make over the revised term, which are discounted using a
revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of
future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged.
In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of
the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.
Short term leases of 12 months or less or leases of low-value assets are charged to the statement of
comprehensive income on a straight-line basis over the life of the lease.
Critical accounting estimates and judgements
The group makes certain estimates and assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. In the future, actual experience may
differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
(a)
Impairment of website development and franchise branding prepaid acquisitions assisted support.
The group is required to test, where indicators of impairment exist, whether website development and
franchise prepaid acquisitions assisted support branding have suffered any impairment. The
recoverable amount is determined based on value in use calculations. The use of this method requires
a number of estimates to be made including the estimation of future cash flows from franchisees,
which are based on historic trends, and the choice of a discount rate in order to calculate the present
value of the cash flows. At 31 December 2024 there were no indicators of impairment.
(b)
Valuation and impairment of customer lists
The valuation of customer lists was based on industry multiples of 150% of the historic lettings
revenue and 100% of the sales revenue, discounted by 30% for lettings and 70% for sales revenues, to
reflect the future prospects and inherent goodwill relating to the staff of the business. An assumption
has been made that cash flows from the lettings business will fall by 7% per annum.
The group is required to test, where indicators of impairment exist, whether customer lists have
suffered any impairment. At 31 December 2024 there were no indications of impairment.
(c)
Recoverability of trade receivables
The group determines concentrations of credit risk by quarterly monitoring of the creditworthiness
rating of franchisees and through a monthly review of the trade receivables’ ageing analysis. The
group recognises an allowance for ECLs for trade receivables in accordance with the Financial assets
accounting policy on page 32.

M Winkworth PLC Annual Report and Accounts 2024
34
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
3.
REVENUE
Segmental reporting
The board of directors, as the chief operating decision making body, review financial information and make
decisions about the group’s business and have identified a single operating segment, that of estate agency
and related services and the franchising thereof.
The directors believe that there are two material revenue streams relevant to estate agency franchising.
2024
2023
£’000
£’000
Revenue
Corporate owned offices
3,446
2,695
Management service fees
7,348
6,570
10,794
9,265
4.
EMPLOYEES AND DIRECTORS
2024
2023
£’000
£’000
Wages and salaries
3,904
3,417
Social security costs
434
464
Other pension costs
82
60
4,420
3,941
The average number of employees during the year was as follows:
2024
2023
Office and management
70
60
Details of the remuneration of the directors individually and in total are shown below:
Year to
Year to
Salary
31 December
31 December
(including)
Pension
Benefits
Share based
2024
2023
bonus
contributions
in kind
payments
Total
Total
£’000
£’000
£’000
£’000
£’000
£’000
D C M Agace
210
8
–
–
218
279
S P Agace
71
–
–
–
71
90
J Nicol
51
–
–
–
51
33
L M Alkin
30
–
–
–
30
28
T Tan
149
6
2
–
157
–
T Fyson
20
–
–
–
20
–
J Adams
17
–
–
–
17
–
A J D Nicol
140
6
–
–
146
171
Total
688
20
2
–
710
601
Key management personnel are defined as directors of the group.

M Winkworth PLC Annual Report and Accounts 2024
35
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
4.
EMPLOYEES AND DIRECTORS – continued
The number of directors to whom retirement benefits were accruing during the year was 3 (2023 – 2).
At the year end, D C M Agace held 225,620 (2023 – 225,620) share options with a value of £Nil (2023 – £Nil)
and A J D Nicol held 161,157 (2023 – 161,157).
Company
The company had no employees other than the directors, who were remunerated by Winkworth Franchising
Limited.
5.
NET FINANCE INCOME
2024
2023
£’000
£’000
Finance income:
Interest receivable
138
88
Finance costs:
Least interest payable
(60)
(39)
Net finance income/(cost)
78
49
6.
PROFIT BEFORE TAX
The profit before tax is stated after charging:
2024
2023
£’000
£’000
Depreciation – owned assets
43
38
Depreciation – right of use asset
190
209
Intangible assets and prepaid assisted acquisitions support amortisation
335
284
Fees attributable to the auditors of the parent company
– audit of the group
87
55
Fees attributable to the component auditors’ remuneration unaffiliated
with the parent company auditors
– audit of the subsidiary
–
14
non audit
–
31
Included within auditor’s remuneration above is £11,000 (2023 – £11,000) relating to the company.

M Winkworth PLC Annual Report and Accounts 2024
36
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
7.
TAX
Analysis of tax expense
2024
2023
£’000
£’000
Current tax:
Taxation
625
461
Adjustment re previous years
(15)
–
Total current tax
610
461
Deferred tax
(18)
6
Total tax expense in consolidated statement of profit or loss and 
other comprehensive income
592
467
Factors affecting the tax expense
The tax assessed for the year is higher (2023 – lower) than the standard rate of corporation tax in the UK.
The difference is explained below:
2024
2023
£’000
£’000
Profit before income tax
2,364
2,146
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 – 23.521%)
591
505
Effects of:
Expenses not deductible for tax purposes
17
9
Adjustment in respect of prior periods taxable
(15)
–
Depreciation in excess of capital allowances
17
2
Income not taxable
–
(59)
Other movements
(18)
5
Change in tax rate
–
5
Tax expense
592
467
8.
PROFIT OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is
not presented as part of these financial statements. The parent company’s profit for the financial year was
£1,557,814 (2023 – £1,889,993).
9.
DIVIDENDS
2024
2023
£’000
£’000
Ordinary shares of 0.5p each
Interim
1,549
1,511

M Winkworth PLC Annual Report and Accounts 2024
37
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
10. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period.
2024
Weighted
average
number
Per-share
Earnings
of shares
amount
£’000
’000
pence
Basic EPS
Earnings attributable to ordinary shareholders
1,772
12,909
13.73
Effect of dilutive securities
Options
–
387
–
Diluted EPS
Adjusted earnings
1,772
13,296
13.33
2023
Weighted
average
number
Per-share
Earnings
of shares
amount
£’000
’000
pence
Basic EPS
Earnings attributable to ordinary shareholders
1,668
12,814
13.02
Effect of dilutive securities
Options
–
20
–
Diluted EPS
Adjusted earnings
1,668
12,834
13.00

M Winkworth PLC Annual Report and Accounts 2024
38
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
11. INTANGIBLE ASSETS
Customer
Website
lists
Development
Total
£’000
£’000
£’000
COST
At 1 January 2024
986
1,091
2,077
Additions
–
158
158
At 31 December 2024
986
1,249
2,235
AMORTISATION
At 1 January 2024
199
578
777
Amortisation for year
69
151
220
At 31 December 2024
268
729
997
NET BOOK VALUE
At 31 December 2024
718
520
1,238
At 31 December 2023
787
513
1,300
Customer
Website
lists
Development
Total
£’000
£’000
£’000
COST
At 1 January 2023
643
869
1,512
Additions
343
222
565
At 31 December 2023
986
1,091
2,077
AMORTISATION
At 1 January 2023
148
458
606
Amortisation for year
51
120
171
At 31 December 2023
199
578
777
NET BOOK VALUE
At 31 December 2023
787
513
1,300

M Winkworth PLC Annual Report and Accounts 2024
39
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
12. PROPERTY, PLANT AND EQUIPMENT
Group
Year ended 31 December 2024
Right of
Computer
Fixtures
use
equipment
and fittings
Totals
£’000
£’000
£’000
£’000
COST
At 1 January 2024
1,191
37
496
1,724
Additions
7
3
67
77
At 31 December 2024
1,198
40
563
1,801
DEPRECIATION
At 1 January 2024
284
24
432
740
Charge for year
190
6
37
233
At 31 December 2024
474
30
469
973
NET BOOK VALUE
At 31 December 2024
724
10
94
828
Year ended 31 December 2023
Right of
Computer
Fixtures
use
equipment
and fittings
Totals
£’000
£’000
£’000
£’000
COST
At 1 January 2023
1,199
30
475
1,704
Additions
645
9
26
680
Disposals
(653)
(2)
(5)
(660)
At 31 December 2023
1,191
37
496
1,724
DEPRECIATION
At 1 January 2023
616
20
402
1,038
Charge for year
209
6
32
247
Eliminated on disposal
(541)
(2)
(2)
(545)
At 31 December 2023
284
24
432
740
NET BOOK VALUE
At 31 December 2023
907
13
64
984

M Winkworth PLC Annual Report and Accounts 2024
40
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
13. PREPAID ASSISTED ACQUISITIONS SUPPORT
Group
Total
£’000
FAIR VALUE
At 1 January 2024
2,127
Additions
330
At 31 December 2024
2,457
DEPRECIATION
At 1 January 2024
1,520
Charge for year
115
At 31 December 2024
1,635
NET BOOK VALUE
At 31 December 2024
822
At 31 December 2023
607
14. INVESTMENTS
Group
Listed investments
£’000
COST
At 1 January 2024
63
Disposal
(56)
At 31 December 2024
7
NET BOOK VALUE
At 31 December 2024
7
Listed investments
£’000
COST
At 1 January 2023
41
Fair value uplift
22
At 31 December 2023
63
NET BOOK VALUE
At 31 December 2023
63
The listed investments are considered at level 1 under the IFRS 13 hierarchy.

M Winkworth PLC Annual Report and Accounts 2024
41
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
14. INVESTMENTS – continued
Company
2024
2023
£’000
£’000
COST
At 1 January
63
63
NET BOOK VALUE
At 31 December
63
63
Subsidiary undertakings
M Winkworth Plc had the following subsidiary undertakings as at 31 December 2024:
% holding
Winkworth Franchising Limited
Country of incorporation: England and Wales
Nature of business: Franchisor to the Winkworth estate agencies
Class of shares: Ordinary shares
100

M Winkworth PLC Annual Report and Accounts 2024
42
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
14. INVESTMENTS – continued
The following are shares held indirectly:
Country of 
Nature of 
Class of 
% 
Company Name
Incorporation
Business
Shares
Holding
Winkworth Client Services Limited
England and Wales
Administration
Ordinary Shares
100
services to 
estate agencies
Winkworth Financial Services Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Auctions Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Conveyancing Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Land and New Homes Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Management Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Private Clients Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Property Management Limited England and Wales
Dormant
Ordinary Shares
100
Winkworth Residential Lettings Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Residential Sales Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Short Lets Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Surveying Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Surveyors Limited
England and Wales
Dormant
Ordinary Shares
100
Winkworth Surveys Limited
England and Wales
Dormant
Ordinary Shares
100
See Things Differently Limited
England and Wales
Dormant
Ordinary Shares
100
Tooting Estates Limited
England and Wales
Estate agency 
Ordinary Shares
95
and lettings 
management
Crystal Palace Estates Limited
England and Wales
Estate agency 
Ordinary Shares
90
and lettings 
management
Winkworth Development and Commercial England and Wales
Other business 
Ordinary Shares
100
Investment Limited
support service 
activities
Lumley 1 Limited
England and Wales
Estate agency 
Ordinary Shares
100
and lettings 
management
Lumley 2 Limited
England and Wales
Dormant
Ordinary Shares
100
Lumley 3 Limited
England and Wales
Dormant
Ordinary Shares
100
Lumley 4 Limited
England and Wales
Dormant
Ordinary Shares
100
The registered office for each of the above subsidiary companies is C/O Sherrards Solicitors, 1-3 Pemberton
Row, London,England, EC4A 3BG, except for Tooting Estates Limited, Crystal Palace Estates Limited and
Lumley 1 Limited whose registered offices are at 17 Upper Road, Tooting, London SW17 7T; Ground Floor, 
45-47 Westow Hill, London, England,SE19 1TS and Ground Floor And Basement, 31 Belgrave Road, London,
England, SW1V 1RB respectively.
Winkworth Client Services Limited has taken advantage of S479A of the Companies Act 2006 to dispense
with the need to have an audit. In order to qualify for this exemption M Winkworth Plc has provided a
guarantee under this section of the act.

M Winkworth PLC Annual Report and Accounts 2024
43
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
15. TRADE AND OTHER RECEIVABLES
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Current:
Trade receivables
880
976
–
–
Amounts owed by group undertakings
–
–
1,267
1,268
Loans to franchisees
265
232
–
–
Other receivables
143
64
–
–
Prepayments and accrued income
251
178
–
–
1,539
1,450
1,267
1,268
Non-current:
Loan to franchisees
674
350
–
–
Aggregate amounts
2,213
1,800
1,267
1,268
Trade receivables are stated net of bad debt provisions of £154,592 (2023 – £117,987). £36,605 (2023 – £Nil)
has been charged to the statement of comprehensive income as a bad debt expense.
The company applies IFRS 9 simplified approach to measuring credit losses using a lifetime expected credit
loss provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables
are grouped based on similar credit risk and aging. The expected loss rates are based on the company’s
historical credit losses experienced over the previous year.
Expected credit loss assessment for customers as at 31 December 2024
The following table provides information about the exposure to credit risk and ECLs (expected credit losses)
for trade receivables as at 31 December 2024. The simplified approach has been used, as permitted by IFRS 9.
Weighted average
Gross carrying
Impairment loss
loss rate
amount
allowance
31 December 2024
£’000
£’000
£’000
Current (not past due)
0%
407
–
1-30 days past due
1%
214
2
31-60 days past due
2%
84
1
over 60 days past due
46%
330
152
Weighted average
Gross carrying
Impairment loss
loss rate
amount
allowance
31 December 2023
£’000
£’000
£’000
Current (not past due)
0%
680
–
1-30 days past due
1%
93
1
31-60 days past due
2%
104
1
over 60 days past due
53%
217
116

M Winkworth PLC Annual Report and Accounts 2024
44
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
15. TRADE AND OTHER RECEIVABLES – continued
Loss rates are based on actual credit loss experience. These rates are multiplied by scalar factors to reflect
differences between economic conditions during the period over which the historical data has been
collected, current conditions and the Group’s view of economic conditions over the expected lives of the
receivables.
Impaired receivables are only written off following the conclusion of administration proceedings.
Movements in the allowance for impairment in respect of trade receivables
Movements in the allowance for impairment in respect of trade receivables during the year was as follows:
2024
2023
£’000
£’000
Balance at 1 January
117.9
78.8
Amounts written off
–
–
Net remeasurement of loss allowance
36.7
39.1
Balance at 31 December
154.6
117.9
The directors consider that the carrying value of trade and other receivables approximates to their fair value.
Loans to franchisees are spread across varying terms and the agreements do not include any collateral on
behalf of the franchisees. No bad debt provisions have been recognised in respect of franchise loans and
other debtors in the current or previous years.
16. CASH AND CASH EQUIVALENTS
Group
Company
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Bank accounts
4,085
4,548
1,019
1,008
4,085
4,548
1,019
1,008
There were no overdrafts at either year end.
17. NON-CONTROLLING INTERESTS
Non-controlling interests related to minority 5% in Tooting Estates Limited and 10% in Crystal Palace Estates
Limited from 1 August 2024 and 1 November 2024 respectively. Prior to this they were both 100% subsidiaries.

M Winkworth PLC Annual Report and Accounts 2024
45
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
17. NON-CONTROLLING INTERESTS – continued
On 1 August 2024 and 1 November 2024, new shares were issued to management in both Tooting Estates
Limited and Crystal Palace Estates Limited, which created non-controlling interests of 5% and 10%
respectively. Per IFRS 10, when the holding in a subsidiary changes, but the parent retains control, which is
the case in both Tooting Estates Limited and Crystal Palace Estates Limited, the Non-Controlling Interest in
Equity is to be adjusted to reflect the change in ownership as demonstrated below:
0% NCI to 
5% NCI – 5 months
31 July 2024
to 31 December 2024
Total
£’000
£’000
£’000
Tooting Estates Limited
Profit after tax
1
1
2
NCI in the year
–
–
–
0% NCI 
10% NCI – 2 months 
to 30 October 2024
to 31 December 2024
Total
£’000
£’000
£’000
Crystal Palace Estates Limited
Profit after tax
3
3
6
NCI in the year
–
–
–
Restated 
Impact of 5%
0% NCI
5% NCI
holding on NCI
£’000
£’000
£’000
NCI at 1 November 2024
–
16
16
18. CALLED UP SHARE CAPITAL
2024
2023
Authorised:
£’000
£’000
20,000,000
Ordinary shares of 0.5p
100
100
2024
2023
Issued and fully paid:
£’000
£’000
12,908,792
Ordinary shares of 0.5p
65
65
19. RESERVES
Retained earnings are earnings retained by the company not paid out in dividends.
Share premium is the premium paid on shares purchased in the company.
Other reserves are the fair value equity components recognised over the vesting period of share based
payments.

M Winkworth PLC Annual Report and Accounts 2024
46
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
20. TRADE AND OTHER PAYABLES
Group
2024
2023
£’000
£’000
Current:
Trade payables
321
449
Other taxes and social security
381
512
Other payables
109
24
Lease liability
134
173
Accruals and deferred income
366
272
VAT
150
126
1,461
1,556
Non-current:
Lease liability
638
767
638
767
Aggregate amounts
2,099
2,323
2024
2023
£’000
£’000
Not later than one year
134
173
Later than one year and not more than five years
638
412
Later than five years
–
355
772
940
The directors consider that the carrying value of trade and other payables approximates to their fair value.
21. FINANCIAL INSTRUMENTS
Capital management
The group manages its capital to ensure its operations are adequately provided for, while maximising the
return to shareholders through the effective management of its resources.
The group’s objectives when managing capital are to safeguard its ability to continue as a going concern
and so provide returns for shareholders and benefits for other members. The group meets its objectives by
aiming to achieve a steady growth while mitigating risk, which will generate regular and increasing returns
to the shareholders.
The group also seeks to minimise the cost of capital and optimise its capital structure. The capital structure
of the group consists of cash and cash equivalents and equity attributable to equity holders of the parent
comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity.
The group currently does not carry any debt.

M Winkworth PLC Annual Report and Accounts 2024
47
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
21. FINANCIAL INSTRUMENTS – continued
Risk management
The group is exposed through its operations to the following financial risks:
–
Credit risk
–
Liquidity risk
–
Market risk
In common with all other businesses, the group is also exposed to risks that arise from its use of financial
instruments. This note describes the group’s objectives, policies and processes for managing those risks and
the methods used to measure them. Further quantitative information in respect of these risks is presented
throughout these financial statements.
There have been no substantive changes in the group’s exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used to measure them from previous periods.
Categories of financial instruments
The group has the following financial instruments:
2024
2023
£’000
£’000
Financial assets that are debt instruments measured at amortised cost
Trade receivables
880
976
Loans to franchisees
939
582
Other receivables
143
64
Financial liabilities measured at amortised cost
Trade payables
321
449
Lease liability
772
940
Other payables
109
24
Financial assets measured at fair value
Listed investments
7
63
Listed investment are valued by reference to publicly available share prices.
Principal financial instruments
The principal financial instruments used by the group, from which financial instrument risk arises, are as
follows:
–
trade receivables
–
cash at bank
–
trade and other payables
These are considered below.

M Winkworth PLC Annual Report and Accounts 2024
48
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
21. FINANCIAL INSTRUMENTS – continued
General objectives, policies and processes
The Board has overall responsibility for the determination of the group’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing
and operating processes that ensure the effective implementation of the objectives and policies to the
group’s finance function. The Board receives monthly reports from the group financial controller through
which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives
and policies it sets.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly
affecting the group’s competitiveness and flexibility. There are no significant concentrations of risk within
the group. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the group if a franchisee or a counterparty to a financial instrument
fails to meet its contractual obligations. The group is mainly exposed to credit risk from franchise
commissions and loans to franchises. It is group policy to assess the credit risk of new franchisees before
entering contracts.
The directors have established a credit policy under which each new franchisee is analysed individually for
creditworthiness before a franchise is offered. The group’s review includes external ratings, when available,
and in some cases bank references.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For
banks and financial institutions, only independently rated parties with minimum rating “A” are accepted.
The group does not enter into derivatives to manage credit risk, although in certain isolated cases may take
steps to mitigate such risks if it is sufficiently concentrated.
Liquidity risk
Liquidity risk arises from the group’s management of working capital and the finance charges and principal
repayments on its debt instruments. It is the risk that the group will encounter difficulty in meeting its
financial obligations as they fall due. The group’s policy is to ensure that it will always have sufficient cash
to allow it to meet its liabilities when they become due.
A maturity analysis of financial liabilities is provided in the table in the Trade and other payables note.
Market risk
Market risks are the inherent risks which arise from the group’s presence within the market in which it
operates. The directors consider there to be no key risks to the group that can be quantified and so no
sensitivity analysis has been carried out on any potential impacts to the financial statements. No material
market risk arises from the listed investments due to the size of the holding.
Interest rate and currency of cash balances
Floating rate financial assets of £4,085,248 (2023 – £4,547,138) comprise sterling cash deposits. There are no
fixed rate financial assets. If interest rates had been 0.25% higher during the year, then the group would
have generated c£10,000 of additional interest income.

21. FINANCIAL INSTRUMENTS – continued
Fair values of financial instruments
As a result of their short term nature, there are no material differences between book value and fair value of
financial instruments as, where appropriate, all are subject to floating rates as set by the market.
22. DEFERRED TAX
2024
2023
£’000
£’000
Balance at 1 January
181
91
Transfer from/(to) profit or loss
(18)
6
Deferred tax liability recognised on acquisition of business
–
84
Balance at 31 December
163
181
23. RELATED PARTY DISCLOSURES
During the year total dividends of £788,288 (2023 – £756,127) were paid to directors.
During the year the company received a dividend of £1,549,055 (2023- £1,887,239) from its subsidiary
undertaking Winkworth Franchising Limited.
The balance owed by Winkworth Franchising Limited to the company at the year end was £1,266,941 
(2023 – £1,267,587).
24. SHARE-BASED PAYMENT TRANSACTIONS
Share options are granted to directors and to selected employees. The exercise price of the granted options
is equal to the market price of the shares at date of the grant. Options are conditional on the employee
completing two years’ service (the vesting period). The options are exercisable starting two years from the
grant date and expire ten years from the grant date. The company has no legal or constructive obligation to
repurchase or settle the options in cash.
The Reduction of Capital, authorised by the High Court on 24 July 2018, impacted the calculations around
the Share Options granted before that date. In order to adhere to the Rules of the Option Plan, the exercise
price and number of options over shares had to be adjusted so that the amount payable on full exercise and
the value of the shares acquired on full exercise, and hence the value of the options, were kept constant.
HMRC has agreed to the terms of the adjustment and the numbers have been amended accordingly with
effect from the date of the Capital Reduction. There is no impact on the cost of the options to the group.
Movements in the number of share options outstanding and their related weighted average exercise prices
following the Reduction of Capital are as follows:
Fair value at 
Exercise price
grant date
Option series
Number
Grant date
Expiry date
(p)
(p)
Granted on 10 May 2017
386,777
10/05/2017
09/05/2027
139.62
6
M Winkworth PLC Annual Report and Accounts 2024
49
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024

24. SHARE-BASED PAYMENT TRANSACTIONS – continued
The following reconciles the share options outstanding at the beginning and end of the year:
2024
2023
Weighted
Weighted
average
average
Number of
exercise price
Number of
exercise price
options
(p)
options
(p)
Balance at beginning of year
386,777
140
562,331
128
Exercised during the year
–
–
(175,554)
102
Balance at end of year
386,777
140
386,777
140
At 31 December 2024, all the options were exercisable. No options were exercised in 2024. The share option
outstanding at the year-end had a weighted average contractual life of 2.36 years.
25. POST BALANCE SHEET EVENTS
On 15 January 2025, M Winkworth Plc declared a dividend of 3.3p per share for the fourth quarter of 2024.
On 9 April 2025, M Winkworth Plc declared a dividend of 3.3p per share for the first quarter of 2025.
M Winkworth PLC Annual Report and Accounts 2024
50
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024

M Winkworth PLC Annual Report and Accounts 2024
51
Notice is hereby given that the Annual General Meeting of M Winkworth PLC (the “Company”) (the “AGM”)
will be held on Thursday 22 May 2025 at 10.30 am at The Landsdowne Club, 9 Fitzmaurice Place, London
W1J 5JD to transact the following business, of which Resolutions 1 to 6 (inclusive) will be proposed as ordinary
resolutions and Resolutions 7 and 8 will be proposed as special resolutions:
ORDINARY RESOLUTIONS
1.
TO receive the accounts, the report of the directors and the auditors’ report on the accounts for the year
ended 31 December 2024.
2.
TO re-appoint Crowe U.K. LLP as auditors of the Company to hold office until the conclusion of the next
general meeting at which accounts are laid before the Company.
3.
TO authorise the directors to determine the auditors’ remuneration.
4.
TO elect Jonathan Adams as a director of the Company. 
5.
TO elect Thomas Fyson as a director of the Company.
6.
THAT the directors be and they are hereby generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the “2006 Act”) in substitution for all existing and unexercised
authorities:
6.1
to exercise all the powers of the Company to allot shares and to make offers or agreements to allot
shares in the Company or grant rights to subscribe for or to convert any security into shares in the
Company (together, “Relevant Securities”) up to an aggregate nominal amount of twenty-one
thousand, five hundred and fifteen pounds (£21,515); and
6.2 to exercise all the powers of the Company to allot equity securities (within the meaning of section
560(1) of the 2006 Act) up to an additional aggregate nominal amount of twenty-one thousand, five
hundred and fifteen pounds (£21,515) provided that this authority may only be used in connection
with a pre-emptive offer in favour of holders of ordinary shares and other persons entitled to
participate therein where the equity securities respectively attributable to the interests of all those
persons at such record dates as the directors may determine are proportionate (as nearly as may be)
to the respective numbers of equity securities held or deemed to be held by them or are otherwise
allotted in accordance with the rights attaching to such equity securities, subject to such exclusions
or other arrangements as the directors may consider necessary or expedient to deal with fractional
entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory
body or stock exchange or by virtue of shares being represented by depositary receipts or any other
matter whatsoever,
provided that the authorities in paragraphs 6.1 and 6.2 shall expire at the conclusion of the next annual
general meeting of the Company after the passing of this resolution or, if earlier, on the date which is 15
months after the date of the annual general meeting, except that the Company may before such expiry
make an offer or agreement which would or might require Relevant Securities or equity securities, as the
case may be, to be allotted after such expiry and the directors may allot Relevant Securities or equity
securities in pursuance of any such offer or agreement as if the authority in question had not expired.
Notice of Annual General Meeting

M Winkworth PLC Annual Report and Accounts 2024
52
Notice of Annual General Meeting continued
SPECIAL RESOLUTIONS
7.
THAT, subject to the passing of resolution 6, the directors be and are empowered generally, in
accordance with section 570 of the 2006 Act, in substitution for all existing and unexercised powers, to
allot equity securities (as defined in section 560(1) of the 2006 Act) for cash either pursuant to the
authority conferred by resolution number 6 or by way of a sale of treasury shares as if section 561(1) of
the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
7.1
the allotment of equity securities in connection with a pre-emptive offer in favour of holders of
ordinary shares and other persons entitled to participate therein where the equity securities
respectively attributable to the interests of all those persons at such record dates as the directors
may determine are proportionate (as nearly as may be) to the respective numbers of equity
securities held (or deemed to be held) by them or are otherwise allotted in accordance with the
rights attaching to such equity securities subject in each case to such exclusions or other
arrangements as the directors may consider necessary or expedient to deal with fractional
entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory
body or stock exchange or by virtue of shares being represented by depositary receipts or any other
matter whatsoever; and
7.2
the allotment (otherwise than pursuant to paragraph 7.1 above) of equity securities up to an
aggregate nominal amount of twelve thousand, nine hundred and nine pounds (£12,909),
and shall expire upon the expiry of the general authority conferred by resolution 6 above, except that the
Company may make an offer or agreement before this power expires which would or might require
equity securities to be allotted and/or shares held by the Company in treasury to be sold or transferred
after such expiry and the directors may allot equity securities and/or sell or transfer shares held by the
Company in treasury in pursuance of such offer or agreement as if the power conferred by this resolution
had not expired.
8.
THAT the Company be generally and unconditionally authorised to make market purchases (within the
meaning of section 693(4) of the 2006 Act) of its ordinary shares of 0.5 pence each provided that in doing
so it:
8.1
purchases no more than 1,290,879 ordinary shares in aggregate;
8.2 pays not less than 0.5 pence (excluding expenses) per ordinary share; and
8.3 pays a price per share that is not more (excluding expenses) per ordinary share than the higher of:
(i)
5% above the average of the middle market quotations for the ordinary shares as derived from
the Daily Official List for the five business days immediately before the day on which it
purchases that share; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on
the market where the purchase is carried out.

M Winkworth PLC Annual Report and Accounts 2024
53
This authority shall expire at the conclusion of the Company’s next annual general meeting or within 15
months from the date of passing of this resolution (whichever is the earlier), but the Company may, if it
agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly
or partly after this authority expires.
15 April 2025
REGISTERED OFFICE:
BY ORDER OF THE BOARD
Cannon Place, 
Andrew John Diarmid Nicol
78 Cannon Street, 
Secretary
London, EC4N 6AF 
PROXY VOTING
You will not receive a hard copy form of proxy for the AGM in the post. Instead, you will be able to vote
electronically using the link www.signalshares.com. You will need to log into your Signal Shares account or
register if you have not previously done so. To register you will need your Investor Code, which is detailed on
your share certificate or available from our Registrar, MUFG Corporate Markets. 
Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should
you so wish. Proxy votes must be received no later than 10.30 am on 20 May 2025. 
You may request a hard copy form of proxy directly from the registrars, MUFG Corporate Markets, by email
at shareholderenquiries@cm.mpms.mufg.com or by telephone on 0371 664 0300. Calls are charged at the
standard geographical rate. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09.00 – 17.30, Monday to Friday excluding public holidays in
England and Wales. 
Notice of Annual General Meeting continued

Notice of Annual General Meeting continued
M Winkworth PLC Annual Report and Accounts 2024
54
NOTES:
1.
Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak
and vote on their behalf at the AGM. Such a proxy need not be a shareholder of the Company. A
shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is
appointed to exercise the rights attached to a different share or shares held by that shareholder. 
2.
We strongly encourage you to appoint the Chair of the AGM as your proxy. Your proxy will vote as you
instruct and must attend the meeting for your vote to be counted. Appointing a proxy does not
preclude you from attending the meeting and voting in person. If you attend the meeting in person,
your proxy appointment will automatically be terminated.
3.
Shareholders are recommended to vote their shares electronically at www.signalshares.com. On the
home page, search “M Winkworth PLC” and then register or log in, using your Investor Code. To vote
at the AGM, click on the “Vote Online Now” button by not later than 10.30 am on 20 May 2025
(or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment
of it). Electronic votes and proxy votes should be submitted as early as possible and, in any event, to be
received by no later than 10.30 am on 20 May 2025. Any power of attorney or other authority under
which the proxy is submitted must be sent to the Company’s Registrar (MUFG Corporate Markets,
PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL) so as to have been received by the
Company’s Registrars by not later than 10.30 am on 20 May 2025 (or 48 hours (excluding weekends
and public holidays) before the time appointed for any adjournment of it). You are entitled to request a
hard copy form of proxy directly from the Registrar, MUFG Corporate Markets. If a paper form of proxy
is requested from the Company’s Registrar, it must be completed and sent to the Company’s Registrar
(MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL) so as to have
been received by not later than 10.30 am on 20 May 2025 (or 48 hours (excluding weekends and public
holidays) before the time appointed for any adjournment of it).
4.
To change your proxy instructions simply submit a new proxy appointment using the methods set out
in Note 3. Note that the cut-off time for receipt of proxy appointments (see above) also applies in
relation to amended instructions; any amended proxy appointment received after the relevant cut-off
time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and
would like to change the instructions using another hard-copy proxy form, please contact MUFG
Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.comor by telephone on 0371 664
0300. If you submit more than one valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
5.
(a)
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service may do so by utilising the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
(b)
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with
Euroclear UK & International’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent, MUFG
Corporate Markets, (ID RA10) by the latest time(s) for receipt of proxy appointments specified in

M Winkworth PLC Annual Report and Accounts 2024
55
the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications Host) from which
the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST.
(c)
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
(d)
CREST members and, where applicable, their CREST sponsors or voting service providers should
note that Euroclear UK & International does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal member or sponsored member or has appointed
a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST members and, where applicable, their
CREST sponsors or voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.
(e)
If you are an institutional investor you may also be able to appoint a proxy electronically via the
Proxymity platform, a process which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 10.30am on 20 May 2025 in order to be considered valid or, in the event
of any adjournment, close of business on the date which is two working days before the time of
the adjourned meeting. Before you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is important that you read these
carefully as you will be bound by them and they will govern the electronic appointment of your
proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by
sending an authenticated message via the platform instructing the removal of your proxy vote.
6.
Only those shareholders registered in the Register of Members of the Company as at close of business
on 20 May 2025 (or, if the meeting is adjourned, on the date which is two days before the time of the
adjourned meeting) shall be entitled to attend and vote at the meeting or adjourned meeting in
respect of the number of shares registered in their respective names at that time. Changes to the
Register of Members after that time will be disregarded in determining the rights of any person to
attend or vote at the meeting or adjourned meeting.
7.
Any corporation which is a member can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a member provided that they do not do so in relation to the
same shares.
8.
You may not use any electronic address provided either in this notice of annual general meeting or any
related documents (including the form of proxy) to communicate with the Company for any purposes
other than those expressly stated.
9.
As at 14 April 2025 (being the last business day before the publication of this Notice), the Company’s
issued share capital consisted of 12,908,792 ordinary shares carrying one vote each. The Company does
not hold any shares in treasury. Therefore, the total voting rights in the Company as at 14 April 2025
are 12,908,792.
Notice of Annual General Meeting continued

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10.
Any member attending the meeting has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt with at the meeting but no such
answer need be given if:
(a)
to do so would interfere unduly with the preparation for the meeting or involve the disclosure of
confidential information;
(b)
the answer has already been given on a website in the form of an answer to a question; or
(c)
it is undesirable in the interests of the Company or the good order of the meeting that the
question be answered.
11.
The following documents are available for inspection at the registered office of the Company during
normal business hours on each weekday (public holidays excluded) and at the place of the annual
general meeting for 15 minutes prior to and during the meeting:
(a)
copies of the executive directors’ service contracts with the Company; and
(b)
copies of the letters of appointment of the non-executive directors.
Notice of Annual General Meeting continued

M Winkworth PLC Annual Report and Accounts 2024
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The notice of the Annual General Meeting of the Company to be held on Thursday 22 May 2025 is set out on
pages 51 to 56 of the annual accounts and reports. The following notes provide an explanation as to why
the resolutions set out in the notice are to be put to shareholders.
Resolutions 1 to 6 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes
cast for or against are in favour.
Resolution 1 – Laying of Accounts
The directors are required by the Companies Act 2006 to present to the shareholders of the Company at a
general meeting the reports of the directors (including the strategic report) and auditors, and the audited
accounts of the Company, for the year ended 31 December 2024. The reports of the directors and the audited
accounts have been approved by the directors, and the report of the auditors has been approved by the
auditors, and a copy of each of these documents may be found in the annual accounts and reports, starting
at page 6.
Resolution 2 – Auditors’ appointment 
The Companies Act 2006 requires that auditors be appointed at each general meeting at which accounts
are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the
reappointment of Crowe U.K. LLP. The Audit Committee keeps under review the independence and
objectivity of the external auditors. After considering relevant information, the Audit Committee
recommended to the board of directors that Crowe U.K. LLP be reappointed.
Resolution 3 – Auditors’ remuneration
This resolution gives the directors the authority to determine the remuneration of the auditors for the audit
work to be carried out by them in the next financial year.
Resolutions 4 to 5 – Appointment of Jonathan Adams and Thomas Fyson 
Jonathan Adams and Thomas Fyson were appointed as non-executive directors by the board of directors of
the Company, and as members of the Remuneration Committee and Audit Committee respectively, with
effect from 4 June 2024. Under the Company’s articles of association, their appointments as directors will
cease to have effect unless they are appointed by shareholders at this year’s annual general meeting.
Accordingly Jonathan Adams and Thomas Fyson are seeking appointment at this year’s annual general
meeting. Their biographies can be found on the Company’s website at www.winkworthplc.com. The board
of directors confirms that Jonathan Adams and Thomas Fyson continue to perform effectively and
demonstrate commitment to their roles.
Resolution 6 – Authority to the directors to allot shares
The Companies Act 2006 provides that the directors may only allot shares or grant rights to subscribe for or
to convert any security into shares if authorised by shareholders to do so. Resolution 6 will, if passed,
authorise the directors to allot shares up to a maximum nominal amount of £43,030, which represents an
amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as
at 14 April 2025, the latest practicable date prior to the publication of the notice. As at that date, the
Company did not hold any treasury shares.
As provided in paragraph 6.1 of the resolution, up to half of this authority (equal to one-third of the issued
share capital of the Company) will enable directors to allot and issue new shares in whatever manner
(subject to pre-emption rights) they see fit. Paragraph 6.2 of the resolution provides that the remainder of
the authority (equal to a further one-third) may only be used in connection with a pre-emptive offer in
Explanatory Notes to the Notice of Annual 
General Meeting

M Winkworth PLC Annual Report and Accounts 2024
58
favour of ordinary shareholders. As paragraph 6.1 imposes no restrictions on the way the authority may be
exercised, it could be used in conjunction with paragraph 6.2 so as to enable the whole two-thirds authority
to be used in connection with a pre-emptive offer.
The authority will expire at the earlier of (i) the conclusion of the next annual general meeting of the
Company and (ii) 15 months after the date of the annual general meeting.
Passing this resolution will ensure that the directors continue to have the flexibility to act in the best
interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to
issue new shares except in connection with employee share schemes.
The Company does not at present hold any shares in treasury.
Resolutions 7 and 8 are special resolutions. These resolutions will be passed if not less than 75% of the votes
cast for and against are in favour.
Resolution 7 – Disapplication of statutory pre-emption rights
The Companies Act 2006 prescribes certain pre-emption rights under which, if the Company issues new
shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury
shares, it must first offer them to existing shareholders in proportion to their current holdings. 
Under Resolution 7, it is proposed that the directors be authorised to issue shares for cash and/or sell shares
from treasury (if any are so held) without offering them first to existing shareholders in accordance with
statutory pre-emption rights:
(i) 
up to an aggregate nominal amount of £12,909 (up to 2,581,800 new ordinary shares of 0.5 pence
each). This amount represents approximately 20% of the Company’s issued share capital as at 14 April
2025, the latest practicable date prior to the publication of the notice. This part of the authority is
designed to provide the board with flexibility to raise further equity funding and to pursue acquisition
opportunities as and when they may arise; or
(ii) 
in respect of a pre-emptive offer that generally provides existing shareholders with the opportunity to
subscribe for new shares pro rata to their existing holdings. This part of the authority is designed to
give the directors flexibility to exclude certain shareholders from such an offer where the directors
consider it necessary or desirable to do so in order to avoid legal, regulatory or practical problems that
would otherwise arise.
If passed, the authority in Resolution 7 will expire at the same time as the authority to allot shares given
pursuant to Resolution 6.
Resolution 8 – Purchase of own shares by the Company
If passed this resolution will grant the Company authority for a period of up to 15 months after the date of
passing of the resolution to buy its own shares in the market. The resolution limits the number of shares
that may be purchased to approximately 10% of the Company’s issued share capital as at 14 April 2025, the
latest practicable date prior to the publication of the notice. The price per ordinary share that the Company
may pay is set at a minimum amount (excluding expenses) of 0.5 pence per ordinary share and a maximum
amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five business days’
middle market prices; and (ii) the higher of the price of the last independent trade and the highest current
independent bid on the trading venue where the purchase is carried out. This authority will only be
exercised if market conditions make it advantageous to do so.
Explanatory Notes to the Notice of Annual 
General Meeting continued

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The directors’ present intention is that shares purchased pursuant to this authority (to the extent statutory
requirements are met and provided any treasury shares held do not exceed 10% of the Company’s issued
share capital) will be held in treasury for future cancellation, sale for cash, or transfer for the purposes of or
pursuant to an employee share scheme, although they may be cancelled immediately on repurchase in the
light of circumstances at the time. The effect of any cancellation would be to reduce the number of shares
in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for
example, they carry no voting rights and do not rank for dividends). The directors will only make purchases
under this authority if they believe that to do so would result in an increase in earnings per share for the
remaining shareholders and was in the best interests of shareholders generally.
Explanatory Notes to the Notice of Annual 
General Meeting continued

M Winkworth PLC Annual Report and Accounts 2024
60
For Your Notes

M Winkworth PLC
Cannon Place
78 Cannon Street, London
EC4N 6AF
winkworthplc.com