Half-year Results

Mortgage Advice Bureau (Holdings) plc (AIM: MAB1), a leading technology-driven UK mortgage network and broker, is pleased to announce its interim results for the six months ended 30 June 2025.

Financial summary

Highlights

• Revenue up 19.6% to £148.2m (H1 2024: £123.9m)
• Adjusted profit before tax (PBT) up 18.4% to £14.5m (H1 2024: £12.3m)
• Adjusted diluted EPS up 23.3% to 18.2p (H1 2024: 14.8p)
• Market share of new mortgage lending1 up to 8.3% (H1 2024: 8.2%) and market share of

Product Transfers up to 3.0% (H1 2024: 2.7%)

• Closing mainstream advisers2 up 5.2% to 2,041 (2024: 1,941).
• Revenue per mainstream adviser2 up 14.2% to £74.6k (H1 2024: £65.3k)
• Proposed interim dividend in line with the new capital allocation framework and dividend policy announced in February 2025
• Trading momentum has remained strong beyond the period end, and the Group continues to trade in line with the Board's expectations for 2025

Peter Brodnicki, Founder and Chief Executive, commented:

"I am pleased to report a strong first-half performance in 2025, supported by clear delivery of the strategic priorities and growth targets set out at our Capital Markets Day earlier this year. Adviser recruitment is accelerating, productivity is rising, and we are evolving our business model with technology and lead generation playing a central role in driving efficiency and future organic revenue growth.

Over the past five years, MAB has made record investments in people and in-house technology, building a strong platform to achieve its ambitions. These efforts will be enhanced by a new data team and strategy, alongside AI-driven innovation, enabling greater lead flow, higher conversion rates, and accelerated growth. Together, these initiatives underpin MAB's medium-term goals and position the business strongly for organic growth.

Our M&A strategy continues to complement our AR platform model. Since the start of 2025, we have taken majority ownership of Heron - our most productive AR firm - together with Evolve and Meridian, our leading businesses in the New Build sector. We have also invested in The Mortgage Mum and Lucra. These transactions broaden our regional presence, strengthen adviser capability, deliver economies of scale, and reinforce MAB's position at the forefront of a rapidly evolving market.

We welcome the Government's prioritisation of housebuilding and home ownership initiatives, alongside the constructive stance of financial regulators. Together, these measures are beginning to foster more supportive market conditions, creating greater opportunities for First Time Buyers (FTBs), home movers and those seeking to refinance.

MAB is preparing for the next stage of its journey with a planned move to the Main Market of the London Stock Exchange in 2026. This transition is expected to broaden our investor base, enhance our market profile, and position the Group for its next phase of growth. The Group continues to trade in line with the Board's expectations and remains well positioned to deliver strong, sustainable shareholder returns over the long term."

* In addition to statutory reporting, MAB reports alternative performance measures (APMs) which are not defined or specified under the requirements of International Financial Reporting Standards (IFRS).

The Group uses these APMs to improve the comparability of information between reporting periods, by adjusting for certain items which impact upon IFRS measures, to aid the user in understanding the activity taking place across the Group's businesses.

APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in the Glossary of Alternative Performance Measures.

Chief Executive's Review

Market environment

New mortgage lending reached £134bn in H1 2025, an increase of 22% compared with H1 2024. This follows a rise of 7% in 2024, to £242bn, which marked the start of a gentle recovery after the slowdown triggered by the 2022 mini budget.

Within this, the purchase segment rose 35% compared to H1 2024, with many house purchase transactions being brought forward to Q1 ahead of changes to Stamp Duty Land Tax (SDLT) relief from April 2025.

Refinancing activity remained subdued through most of H1 2025, with the remortgage segment broadly stable and Product Transfers down 10%. However, as expected, refinancing lending returned to strong growth in June. UK Finance estimates that approximately 1.6m fixed-rate mortgages will mature in 2025, compared with 1.4m in 2024. Demand is expected to strengthen through H2 2025 and into 2026, supported by greater lender stress-test flexibility, improved affordability, and sharp increases in product maturities.

UK mortgage lending by segment and MAB share

Business performance

MAB's total mortgage completions1 rose by 17% to £14.2bn (H1 2024: £12.1bn), significantly outperforming the market, where lending was up 6% over the same period. We are pleased that MAB's market share of new mortgage lending1 in the first half increased to 8.3% (H1 2024: 8.2%), while our share of Product Transfers rose to 3.0% (H1 2024: 2.7%).

Purchase completions accounted for 54% of lending value in H1 2025 (H1 2024: 47%), with refinancing representing 46% (H1 2024: 53%). MAB's purchase lending increased by 35% compared with H1 2024, in line with the market, despite our footprint under-indexing in London and the Southeast, where activity was buoyed by a rush to complete home moves ahead of SDLT changes.

MAB's remortgage lending was modestly ahead of H1 2024 in an otherwise flat market. As anticipated, performance in June 2025 was robust, with refinancing lending rising 24% versus the January-May average, reflecting the first of several expected spikes in product maturities.

The Bank of England has reduced the Base Rate three times so far this year, while swap rates and mortgage pricing have trended lower, broadly returning towards long-term historical averages. Lender appetite remains strong, with around 26,000 mortgage products now available - an all-time high5.

Current trading and outlook

MAB delivered a strong performance in the first half of 2025, with momentum continuing beyond the period end. Mortgage applications in July and August increased by 17% year-over-year, and refinancing volumes are expected to continue building through the second half of 2025 and into 2026. The Group continues to trade in line with the Board's expectations.

The impact of past economic shocks is now receding for both borrowers and lenders, creating a more stable operating environment. While uncertainty ahead of the November 2025 Budget may weigh on market sentiment in the near term, certain housing policy measures under discussion could provide opportunities for both MAB and our customers.

Intention to move to the Main Market

MAB confirms that, further to its announcement of 4 February 2025 and following consultation with shareholders, the Board intends to move to the Equity Shares (Commercial Companies) listing category of the Main Market of the London Stock Exchange in 2026. The Board believes that admission to the Main Market will provide access to a broader pool of investors and further enhance the Group's profile, with the ambition of meeting the criteria for inclusion in the FTSE 250 index. Further updates will be provided as appropriate.

Board and Executive Appointments

MAB has made a number of significant appointments to strengthen its governance and position the Group for the delivery of its medium-term strategy. Yaiza Luengo has been appointed to the newly created role of Chief Operating Officer, with responsibility for driving the delivery of MAB 2.0 growth targets. Yaiza joined the business on 8 September 2025. Ben Thompson, Deputy CEO, will transition into a newly created strategic role, focusing on developing new value by extending MAB's proposition.

In addition, MAB has strengthened its non-executive Board through the appointments of Mandy Donald and Dr Orlando Machado as Independent Non-Executive Directors. Rachel Haworth succeeded Nathan Imlach as Senior Independent Non-Executive Director, with Nathan remaining on the Board as a Non-Independent Non-Executive Director.

Strategic progress towards MAB 2.0

In February 2025, we hosted a Capital Markets Day to set out the Group's strategic priorities and ambitious medium-term growth targets, including plans to double revenue and market share. We are making good progress in adapting and evolving our business model, with data, technology, and AI playing an increasingly important role in broadening our consumer reach, driving lead flows, lead conversion, as well as improving productivity, efficiency, and margins.

MAB has consistently prioritised investment in its people and in-house technology, with the past five years representing our highest level of commitment yet. This approach has ensured we have built the strongest possible team and platform to deliver on MAB's ambitions.

Looking ahead, the benefits of these investments will be amplified by the launch of a new data team and strategy, alongside significant advances in AI that will accelerate innovation and unlock even greater opportunities. A key advantage of these initiatives will be our ability to drive substantially more lead flow from existing sources and achieve higher conversion rates.

This momentum will support continued organic growth to underpin our medium-term ambitions, while also positioning MAB exceptionally well to pursue non-organic growth opportunities. We will provide a fuller update alongside our 2025 results.

Our M&A strategy continues to complement our AR platform model. In H1 2025, cash consideration on M&A activity totalled £3.2m6.

In March 2025, MAB acquired a further 25.5% interest in Heron Financial Ltd ("Heron"), increasing its shareholding to 74.5%. Heron consistently delivers the highest levels of adviser productivity within the Group. Following the transaction, Heron has been consolidated as a subsidiary of MAB.

During the period, MAB also acquired Lucra Mortgages Ltd ("Lucra"), an established AR firm, together with an additional 12% of M&R FM Ltd ("FM Northeast"), both through its subsidiary First Mortgage Direct Ltd ("FMD"). The acquisition supports FMD's expansion into the South of England, including the opening of a new office in Bath.

MAB also made a 49% investment in The Mortgage Mum ("Mortgage Mum"), which has joined the Group as an AR. The firm has a strong ethos that mortgages should evolve in line with changing customer needs and lifestyles, and founder Sarah Tucker's advocacy has led to her participation in government policy discussions.

Since the period end, MAB has acquired a further 51% interest in Evolve FS Ltd ("Evolve"), taking its shareholding to 100%, and a further 36% interest in Meridian Holdings Group Ltd ("Meridian"). We have also committed to acquire the remaining shares in Meridian before year end, which will increase our shareholding to 100%. This presents a compelling opportunity to consolidate and integrate two leading New-Build specialist firms, leveraging highly capable execution teams and regionally complementary operations.

We expect cash consideration of c.£4.6m6 in H2 2025 and c.£1.5m.6 In 2026, in relation to the above activity.

Sustainability

We have made more progress on net zero initiatives by engaging a consultancy partner to support the development of a decarbonisation strategy aligned with the Science Based Targets initiative (SBTi), and by initiating the installation of a solar PV system at Capital House, Derby. This investment will reduce reliance on grid energy, enhance financial resilience through cost savings, and underline our commitment to achieving operational net zero (scope 1 & 2) by 2035.

Regulatory update

Mortgage Rule Review - Simplifying responsible lending and advice rules for mortgages

In March 2025, the FCA unveiled its five-year strategy to support a pro-growth regulation framework, with a central strand being the Mortgage Rule Review to improve access to sustainable home ownership. We welcome this agenda, which simplifies responsible lending rules and introduces greater borrower flexibility.

In July, the FCA published its Policy Statement setting out permissive reforms - including removal of the 'advice trigger', streamlined processes for term reduction, and wider scope for modified affordability assessments. These measures should make it easier for customers to remortgage between lenders and for advisers to retain clients beyond Product Transfers, while providing a more efficient route for confident execution-only borrowers who wish to self-serve.

Alongside, the FCA launched a public Discussion Paper on the future of the mortgage market, exploring responsible lending, later life lending, innovation and risk appetite. We believe the reforms are well-judged, striking an appropriate balance between prudence and growth. If implemented, they should help more renters transition to FTBs and broaden refinancing options, supporting affordability and market mobility while creating a structural tailwind for MAB's future growth.

1 Based on first charge mortgage completions arranged via the Legal & General Mortgage Club. This excludes secured personal loans (second charge mortgages), later life lending products, and bridging finance.

2 Excludes directly authorised advisers, later life advisers without a mortgage and protection license, and advisers in the process of being onboarded who are not yet able to trade.

3 Source: UK Finance. Other lending includes further advances and loans not classified under standard purchase and remortgage categories.

4 First charge mortgage completions arranged via the Legal & General Mortgage Club. This excludes secured personal loans (second charge mortgages), later-life lending products, and bridging finance.

5 Twenty7Tec

6 Cash consideration does not include deferred consideration, and includes deals closed between end of period and interim results release.

Financial Review

Revenue

The Group achieved strong growth in the period, with revenue rising 19.6% to £148.2m (H1 2024:

£123.9m), significantly outperforming the UK gross mortgage lending market's 6% growth. This performance reflects the deliberate strategy to prioritise productivity while also expanding our adviser base. All revenue growth was organic.

Revenue continued to be generated from three core areas: procuration fees, protection and general insurance commission, and client fees:

The business mix, by lending value, is outlined below.

This performance was driven by growth across all income streams:

• Procuration fees increased by 22.9% to £60.0m, supported by stronger house purchase activity, a 5% rise in average mortgage size, and continued growth in Fluent's specialist lending business.
• Protection and general insurance commission grew by 14.4% to £55.8m, driven by increased purchase activity. Attachment rates were marginally lower than in H1 2024, reflecting increased adviser focus on protection during a softer lending market last year.
• Client fees rose by 24.3% to £29.8m, driven by increased house purchase activity and higher volumes of specialist lending, which carries a higher client fee attachment rate.
• Other income rose by 9.2% to £2.6m.

The business mix shifted favourably, with purchase activity rising to 54% (H1 2024: 47%), positively impacting both procuration fees and client fee income. Remortgage activity reduced to 24% (H1 2024: 27%), while Product Transfers reduced to 22% (H1 2024: 26%).

The proportion of revenue from each income stream remained broadly consistent, underlining the

strength and balance of MAB's diversified model.

Revenue per mainstream adviser (productivity)

Revenue per mainstream adviser increased by 14.2% in 2025, rising from £65,300 to £74,600, and the number of advisers at the end of the period grew by 5%, reaching 2,041 (1,941 in 2024). Productivity gains were primarily driven by our network AR firms, while the majority of adviser growth came from our invested businesses, which will reach full productivity in 2026.

Gross profit and gross profit margin

Gross profit increased by 15.4% to £43.5m (H1 2024: £37.7m), mainly due to the increase in the proportion of house purchase transactions, a 5% increase in mortgage size resulting in a proportionate rise in procuration fee. Specialised lending at Fluent also continues to grow.

Gross profit margin moderated by 100bp to 29.4% (H1 2024: 30.4%), reflecting deliberate investment in long-term growth, notably adviser onboarding within our invested businesses and centralised lead generation. We expect this margin dynamic to normalise over time as new advisers reach full productivity and customer engagement programmes.

Client fees performed strongly, rising 24% in the first half of 2025. However, as our lowest-margin revenue stream, movements in client fees on first charge have only a limited impact on Group profitability.

Administrative expenses

Administrative expenses increased by £3.8m (+15.0%) to £29.3m in H1 2025, while the administrative expenses ratio decreased from 20.5% in H1 2024 to 19.8% in H1 2025. MAB has continued to invest in the Group's capabilities to support long-term organic growth. The absolute increase was driven by strategic investment, alongside higher performance-related bonuses and share-based payments, which reflect the Group's strong performance and its progress towards meeting the Board's 2025 targets. H1 2025 also reflects a part-year impact from the consolidation of Heron.

Adjusted Profit Before Tax (PBT) and margin

Adjusted PBT increased by 18.4% to £14.5m (H1 2024: £12.3m), with the adjusted margin broadly unchanged at 9.8% compared to 9.9% in H1 2024. The modest reduction in adjusted PBT margin reflects a lower gross profit margin, partially offset by a lower ratio of administrative expenses.

All areas of the business contributed to the £2.2m profit growth, with Fluent continuing to demonstrate its path to sustained profitability and contributing £0.9m of the increase.

Statutory profit before tax

Statutory profit before tax was £9.6m (H1 2024: £6.2m), benefiting from £1.2m lower acquisition- related costs in the period. As a result, the statutory PBT margin improved slightly to 6.5% (H1 2024: 6.4%).

Taxation

The effective tax rate on adjusted profit before tax was 23.8% (H1 2024: 24.7%), with the reduction reflecting tax adjustments for share options and disallowable expenditure, together with higher profits from associates in 2025, which are not taxed. The adjusted effective tax rate is slightly below the headline UK corporate tax rate, primarily due to the non-taxable contribution from associates.

The reported tax charge was £2.8m (H1 2024: £2.4m), representing an effective tax rate on statutory profit before tax of 28.8% (H1 2024: 38.2%). This remains above the UK corporation tax rate of 25%, mainly due to disallowable acquisition-related costs, albeit lower than in H1 2024.

Earnings per share

Adjusted diluted earnings per share increased by 23% to 18.2p (H1 2024: 14.8p), ahead of adjusted PBT growth. This primarily reflects the accounting for FMD, with 100% of FMD's profits contributing to EPS following exercise of the remaining 20% option in May 2024.

Basic earnings per share increased to 11.8p (H1 2024: 6.5p). In H1 2025, the difference between adjusted and basic EPS is mainly due to £3.8m of acquisition-related costs net of any tax impact attributable to the parent.

Dividend

The Board is pleased to propose an interim dividend of 7.2p per share (H1 2024: 13.4p), consistent with our 2025 commitment to distribute approximately 50% of full-year adjusted post-tax and minority interest profits, with approximately one-third paid as an interim dividend and two-thirds as a final dividend.

The interim dividend will be paid on 31 October 2025, representing a cash outlay of £4.2m. MAB ordinary shares will trade ex-dividend on 2 October 2025, with a record date of 3 October 2025. Following payment, the Group will continue to maintain significant surplus regulatory reserves.

Adjusted cash conversion

The Group continues to generate strong positive cash flow, with adjusted cash generated rising to

£17.2m (H1 2024: £15.0m). Adjusted cash conversion* was 116% (H1 2024: 119%), which supports our expectation that adjusted cash conversion will continue to exceed 100%.

Capital allocation

Our capital allocation framework strikes a balance between funding growth initiatives and delivering returns to shareholders. Our performance in H1 2025 is outlined below:

Financial resilience. The Group remains financially resilient, with significant headroom of £50.7m over the regulatory capital requirement and net debt of £11.7m (H1 2024: £16.7m), representing a low leverage ratio of 0.3x (H1 2024: 0.6x).

Organic growth investment. The Group's strong cash generation has supported both investment in organic growth during the period - with strategic expenditure of c.£4.5m underpinning the Group's long-term objectives.

Ordinary dividends. In respect of 2025, an interim ordinary dividend of £4.2m will be paid on 31 October 2025.

M&A. M&A activity totalled £3.2m in H1 2025 in terms of cash consideration. These investments are

expected to generate returns in excess of our hurdle rate of >20% IRR.

Surplus capital. The Board will assess the potential to distribute surplus capital at the year-end results.

INDEPENDENT REVIEW REPORT TO MORTGAGE ADVICE BUREAU (HOLDINGS) PLC

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the London Stock Exchange AIM Rules for Companies.

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises interim condensed consolidated statement of comprehensive income, interim condensed consolidated statement of financial position, interim condensed consolidated statement of changes in equity, interim condensed consolidated statement of cash flows and the related explanatory notes that have been reviewed.

Basis for conclusion

We conducted our review in accordance with the International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.

Accordingly, we do not express an audit opinion.

Conclusions relating to going concern

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report in accordance with the London Stock Exchange AIM Rules for Companies which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.

Auditor's responsibilities for the review of the financial information

Use of our report

BDO LLP

Chartered Accountants London, UK

Interim condensed consolidated statement of comprehensive income for the six months ended 30 June 2025

Six months ended 30 June

Earnings per share attributable to the owners of the Parent Company

Further details of adjusted measures are provided within the Glossary of Alternative Performance Measures.

Interim condensed consolidated statement of financial position as at 30 June 2025 and 31 December 2024

Interim condensed consolidated statement of changes in equity for the six months ended 30 June 2025

Attributable to holders of the Parent Company

Interim condensed consolidated statement of cash flows for the six months ended 30 June 2025

Six months ended 30 June

Notes to the interim condensed consolidated financial statements for the six months ended 30 June 2025

1 Accounting policies

Corporate information

The interim condensed consolidated financial statements of Mortgage Advice Bureau (Holdings) plc and its subsidiaries (collectively, "the Group") for the six months ended 30 June 2025 were authorised for issue in accordance with a resolution of the directors on 22 September 2025.

Mortgage Advice Bureau (Holdings) plc ("the Company") is a public limited company incorporated and domiciled in England whose shares are publicly traded on the Alternative Investment Market ("AIM"). The registered office is located at Capital House, Pride Place, Pride Park, Derby, DE24 8QR. The Group's principal activity is the provision of financial services.

Basis of preparation

These condensed consolidated interim financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34 'Interim financial reporting' and also in accordance with the measurement and recognition principles of UK adopted international accounting standards. They do not include all of the information required for full annual financial statements and should be read in conjunction with the 2024 Annual Report and Accounts, which were prepared in accordance with UK - adopted international accounting standards.

The comparative financial information for the year ended 31 December 2024 in this interim report does not constitute statutory accounts for that year. The statutory accounts for 31 December 2024 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The accounting policies applied are consistent with those described in the Annual Report and Group financial statements for the year ended 31 December 2024. New or amended standards effective in the period have not had a material impact on the condensed consolidated interim financial statements.

Going concern

The Directors have assessed the Group's prospects until 31 December 2026, considering the current operating environment, and impact of the ongoing geopolitical and macroeconomic uncertainties. The Directors' assessment includes a review of the Board approved Group plan, principal risks and uncertainties as well as a review of profitability, cash flows, regulatory capital requirements and compliance with borrowing covenants under the Group's current debt facility.

Sensitivity analysis was conducted, applying severe but plausible stress tests to key assumptions related to business volumes, revenue mix, cash position, banking covenants and regulatory capital adequacy. This included reduction in business volumes between 15% and 20% across each business area within the Group. The Group's financial modelling shows that the Group should continue to be cash generative, maintain a surplus on its regulatory capital requirements and be able to operate within its current financing arrangements.

After evaluating this information, market and regulatory data, and leveraging the knowledge and experience of the Group and its markets, the Directors are comfortable that the Group will continue to generate positive cash flow, maintain regulatory capital surpluses, continue operate, comply with its existing financing arrangement and meet its liabilities for at least 12 months from the date of approval of these financial statements. The Directors continue to adopt the going concern basis for the preparation of the financial statements.

Significant estimates and judgements

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended 31 December 2024. There have been no material revisions to the nature and amount of estimates reported in prior period.

The impairment reviews conducted at the end of 2024 concluded that there had been no further impairment of goodwill. We have performed an impairment assessment to the period ending 30 June 2025 and there are no matters which have arisen that indicate that an impairment is required.

Future new standards and interpretations

A number of new standards and amendments to standards and interpretations will be effective for future annual and interim periods, and therefore have not been applied in preparing these condensed consolidated interim financial statements. There are no changes in the future new standards and interpretations, which remains in line with the 2024 audited accounts.

Segment reporting

An operating segment is a distinguishable segment of an entity that engages in business activities from which it may earn revenues and incur expenses and whose operating results are reviewed regularly by the entity's chief operating decision maker ("CODM"). The Board reviews the Group's operations and financial position as a whole and therefore considers that it has only one operating segment, being the provision of financial services operating solely within the UK. The information presented to the CODM directly reflects that presented in the financial statements and they review the performance of the Group by reference to the results of the operating segment against budget.

Operating profit is the profit measure, as disclosed on the face of the consolidated statement of comprehensive income, that is reviewed by the CODM.

During the six month period to 30 June 2025, there have been no changes from the prior year in the measurement methods used to determine operating segments and reported segment profit or loss.

2 Revenue

The Group operates in one segment being that of the provision of financial services in the UK. Revenue is derived as follows:

Six months ended 30 June

4 Acquisition related costs, acquisition of non-controlling interests and redemption liability

First Mortgage Direct Limited

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

The Fluent Money Group Limited

Put and call options

There is a put and call option over the remaining 15.7% of the issued share capital of Fluent which has been accounted for under IAS 32 Financial Instruments and IFRS 2 Share-based Payments, as respectively a proportion is treated as consideration under IAS 32, with the balance treated as remuneration under IFRS 2, because the amount payable on exercise of the option consists of a non-contingent element, and an element that is contingent upon continued employment of the option holders within the Group. There is also a put and call option over certain growth shares that have been issued to Fluent's wider management team that has been accounted for under IFRS 2 Share-based Payments as exercise is solely contingent upon continued employment.

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

Aux Group Limited

Put and call options

There is a put and call option over the remaining 25% of the issued share capital of Aux Group Limited which has been accounted for under IAS 32 Financial Instruments and IFRS 2 Share-based Payments, as respectively a proportion is treated as consideration under IAS 32, with the balance treated as remuneration under IFRS 2 because the amount payable on exercise of the option consists of a non-contingent element, and an element that is contingent upon continued employment of the option holder within the Group.

During the period there was a change to the articles of association in Aux Group Limited that resulted in a change to the accounting in the option, now treated under IAS 32 this resulted in an remeasurement of the redemption liability and reversal of IFRS 2 option costs previously expensed.

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

Heron Financial Limited

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

Lucra Mortgages Limited

The costs relating to this acquisition for the period are made up as follows:

Six months ended 30 June

Total acquisition costs

The total costs relating to the acquisitions above that are included in the consolidated statement of comprehensive income are as follows:

Six months ended 30 June

Total cashflows relating to purchases of non-controlling interests

The total amounts included in the interim condensed consolidated statement of cash flows relating to the purchase of non-controlling interests are as follows:

Six months ended 30 June

6 Income tax

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed statements of comprehensive income are:

Six months ended 30 June

For the period ended 30 June 2025 the deferred tax credit relating to unexercised share options recognised in equity was £0.2m (2024: £0.4m).

The headline UK rate of corporation tax for the period 25% (2024: 25%), and the rate at which deferred tax has been provided is 25% (2024: 25%)

7 Earnings per share

Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

Six months ended 30 June

For diluted earnings per share, the weighted average number of ordinary shares in existence is adjusted to include potential ordinary shares arising from share options.

Six months ended 30 June

The share data used in the basic and diluted earnings per share computations are as follows:

Six months ended 30 June

Dividends paid and declared on ordinary shares during the period:

9 Investment in associates and joint ventures

The investment in associates and a joint venture at the reporting date is as follows:

The Group is entitled to the results of its associates in equal proportion to its equity stakes.

Acquisitions and disposals 2025

On 3 April 2025, First Mortgage Direct Limited acquired a further 12% of M & R FM Limited for a consideration of £1.2m, bringing its total stake to 49%.

On 20 June 2025, Mortgage Advice Bureau Limited acquired 49% of The Mortgage Mum Limited for a consideration of £0.5m. Up to a 51% stake is subject to a put and a call option which provides Mortgage Advice Bureau Limited with the opportunity to acquire the remaining equity within 5 to 10 years, but not before the accounts for the relevant accounting period have been filed.

On 31 March 2025, Mortgage Advice Bureau Limited, acquired a further 25.5% interest in Heron Financial Limited ("Heron"), bringing its total stake to 74.5% of the share capital. As a result, the Group now exercises control over Heron and so the investment is considered a subsidiary of the Group. The carrying value of the 49% holding in Heron was £2.7m. The fair value of the previously held equity interest was established to be £2.4m, therefore a loss of £0.3m is recognised in the consolidated statement of comprehensive income as this previously held interest is treated as though it has been disposed of. Further details of the transaction are provided in Note 10 to the financial statements.

2024

On 18 December 2024, Mortgage Advice Bureau Limited acquired 18.9% of the shareholding of Dashly Limited for a consideration of £2.0m. The Group is deemed to have significant influence as a result of various contractual arrangements and has been treated as an associate.

10 Business combinations

Lucra Mortgages Limited

On 21 March 2025, First Mortgage Direct Limited, acquired 100% of the share capital of Lucra Mortgages Limited ("Lucra").

The cost of acquisition comprised initial cash consideration of £337,000 and a deferred consideration, which is contingent on business performance to December 2025. The deferred consideration will be paid in cash and is expected to be paid in 2026.

At the acquisition date, the fair value of the contingent consideration was estimated to be £213,284. The contingent consideration is included within accruals.

The business combination has been accounted for using the purchase method of accounting. At 21 March 2025, the assets and liabilities of Lucra were consolidated at their fair value to the group, as set out below:

Fair value at date of Acquisition

122

The results contributed by Lucra between the acquisition date and 30 June 2025 are as follows:

If the acquisition had occurred on 1 January 2025, the consolidated pro-forma revenue and profit before tax for the period ended 30 June 2025 would have been £148.2m and £9.6m respectively. These amounts have been calculated using the subsidiary's results and adjusting them for:

• differences in accounting policies between the Group and the subsidiary
• the additional amortisation that would have been charged assuming the fair value adjustments to intangible assets had applied from 1 January 2025, and
• intercompany eliminations arising on consolidation

Heron Financial Limited

On 31 March 2025, Mortgage Advice Bureau Limited, acquired a further 25.5% interest in Heron Financial Limited ("Heron"), increasing its ownership interest to 74.5%.

The remaining 25.5% equity stake is subject to an existing put and call option. The call option provides Mortgage Advice Bureau Limited with the opportunity to acquire the remaining equity in Heron during three 3-month option periods following 2026, 2027 and 2028 audited accounts respectively. The amount payable on exercise of the option consists of a non-contingent element and an element contingent upon continued employment of the option holder within the Group. As such, the put and call option has been accounted for under IAS 32 and IAS 19, as respectively a portion is treated as consideration under IAS 32, with the balance treated as remuneration under IAS 19. A redemption liability valued at £0.7m has been recognised on acquisition as a deduction in parent equity.

The NCI acquired has been measured at the proportionate share of net assets.

The cost of the acquisition comprised:

£'000

The business combination has been accounted for using the purchase method of accounting. At 31 March 2025 ("date of acquisition"), the assets and liabilities of Heron were consolidated at their fair value to the group, as set out below:

Fair value at date of Acquisition

1,087

The results contributed by Heron between the acquisition date and 30 June 2025 are as follows:

If the acquisition had occurred on 1 January 2025, the consolidated pro-forma revenue and profit before tax for the period ended 30 June 2025 would have been £148.2m and £6.4m respectively. These amounts have been calculated using the subsidiary's results and adjusting them for:

• differences in accounting policies between the Group and the subsidiary
• the additional amortisation that would have been charged assuming the fair value adjustments to intangible assets had applied from 1 January 2025
• the additional unwinding of the redemption liability and IAS 19 charges relating the option, and
• intercompany eliminations arising on consolidation

11 Intangible assets

Goodwill and identified intangible assets arising on acquisitions are allocated to the cash-generating unit of that acquisition. The Board considers that the Group has only one operating segment and now has five cash-generating units (CGUs). The goodwill relates to the following acquisitions:

• Talk Limited in 2012, and in particular its main operating subsidiary Mortgage Talk Limited ("Mortgage Talk")
• First Mortgage Direct Limited ("First Mortgage") in 2019
• Project Finland Topco Limited ("Fluent") in 2022
• Vita Financial Limited ("Vita") in 2022
• Aux Group Limited, and in particular its main operating subsidiary Auxilium Partnership Limited ("Auxilium") in 2022
• Heron Financial Limited ("Heron") in 2025
• Lucra Mortgages Limited ("Lucra") in 2025

Where the goodwill allocated to the CGU is significant in comparison with the entity's total carrying amount of goodwill this is set out below:

• 'First Mortgage' comprises First Mortgage Direct Limited and Lucra Mortgages Limited
• 'Other' companies comprises Vita and Auxilium

Assets which are internally generated are solely within asset categories; Website, Software Development and Software Under Construction. Internally Generated Software Under Construction consists of proprietary software assets designed exclusively for use within the Group, these assets are tailored to enhance and streamline the customer journey, ensuring seamless interactions and operational efficiency.

Individually Material Intangible Assets

Asset Description

NBV as at 31

The carrying value of trade and other receivables classified at amortised cost approximates fair value.

Included within trade receivables are operational business loans to Appointed Representatives. The non-current trade receivables balances is comprised of loans to Appointed Representatives.

Also included in trade receivables are amounts due from Appointed Representatives relating to commissions that are refundable to the Group when policy lapses or other reclaims exceed new business. As these balances have no credit terms, the Board of Directors consider these to be past due if they are not received within seven days. In the management of these balances, the Directors can recover them from subsequent new business entered into with the Appointed Representative or utilise payables that are owed to the same counterparties and included within payables as the Group has the legally enforceable right of set off in such circumstances. These payables are considered sufficient by the Directors to recover receivable balances should they default, and, accordingly, credit risk in this respect is minimal.

In light of the above, the Directors do not consider that disclosure of an aging analysis of trade and other receivables would provide useful additional information. Further information on the credit quality of financial assets is set out in note 16.

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using 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. As at 30 June 2025 the lifetime expected loss provision for trade receivables is £0.3m (2024: £0.3m). The movement in the impairment allowance for trade receivables has been included in cost of sales in the consolidated statement of comprehensive income.

Impairment provisions for loans to associates are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. In determining the lifetime expected credit losses for loans to associates, the Directors have considered different scenarios for repayments of these loans and have applied percentage probabilities to each scenario for each associate where applicable.

Accrued income increased compared with the prior period primarily due to seasonal factors. The Group typically experiences higher activity levels and transaction volumes in June compared with the December period, resulting in a higher level of commission income earned but statements not yet received from lenders and providers.

13 Cash and cash equivalents

Bank balances held in relation to retained commissions earned on an indemnity basis from protection policies are held to cover potential future lapses in Appointed Representatives commissions. Operationally the Group does not treat these balances as available funds. An equal and opposite liability is shown within Trade and other payables (note 14).

14 Trade and other payables

Should a protection policy be cancelled within four years of inception, a proportion of the original commission will be clawed back by the insurance provider. The majority of any such repayment is payable by the Appointed Representative, with the Group making its own liability for its share of any such repayment. It is the Group's policy to retain a proportion of commission payable to the Appointed Representative to cover such potential future lapses; these sums remain a liability of the Group. This commission is held in a separate ring-fenced bank account as described in note 13.

The non-current portion of trade and other payables relates to Appointed Representative retained commission and accruals.

As at 30 June 2025 and 31 December 2024, the carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

A summary of the maturity of loans and borrowings is as follows:

Loan covenants

Under the terms of the Facilities Agreement, the Group is required to comply with the following financial covenants:

• Interest cover shall not be less than 5:1
• Adjusted leverage shall not exceed 2:1

The Group is required to comply with covenants on a quarterly basis and has complied with these covenants since the Facilities Agreement was entered into. There is no indication that the covenants will be breached in the foreseeable future and under IAS 1 the proportion not expected to be settled within a year has been treated as non-current.

16 Financial instruments - risk management

The Group is exposed through its operations to the following financial risks:

• Credit risk
• Liquidity risk
• Market risk

Principal financial instruments

• Trade and other receivables
• Derivative financial instruments
• Cash and cash equivalents
• Trade and other payables
• Loans and other borrowings

A summary of financial instruments by category is provided below:

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies, and designs and operates processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board sets guidelines to the finance team and monitors adherence to its guidelines on a monthly basis.

Credit risk

Credit risk is the risk of financial loss to the Group if a trading partner or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from loans to its trading partners. It is Group policy to assess the credit risk of trading partners before advancing loans or other credit facilities. Assessment of credit risk utilises external credit rating agencies. Personal guarantees are generally obtained from the Directors of its trading partners.

The carrying amounts stated above represent the Group's maximum exposure to credit risk for trade and other receivables. An element of this risk is mitigated by collateral held by the Group for amounts due to them.

Trade receivables consist of a large number of unrelated trading partners and therefore credit risk is not concentrated. Due to the large volume of trading partners the Group does not consider that there is any significant credit risk as a result of the impact of external market factors on their trading partners. Additionally, within trade payables are Appointed Representative retained commission amounts due to the same trading partners that are included in trade receivables; this collateral of £0.2m (2024:

£0.5m) reduces the credit risk.

The Group's credit risk on cash and cash equivalents is limited because the Group places funds on deposit with National Westminster Bank plc (rated A+), The Royal Bank of Scotland plc (rated A+), Barclays Bank plc (rated A+), HSBC Bank plc (rated A+) and Bank of Scotland plc (rated A+).

Market risk

Interest rate risks

The Group's main interest rate risk arises from borrowings, both short term facilities and long-term debt, with floating interest rates that are linked to SONIA. The Group manages the risk by continually reviewing expected future volatility in UK interest rates and will consider entering into hedges as deemed appropriate to fix the floating interest rate.

Foreign exchange risk

As the Group does not operate outside of the United Kingdom and has only one investment outside the United Kingdom, it is not exposed to any material foreign exchange risk.

Liquidity risk

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. The Group's trade and other payables are repayable within one year from the reporting date and the contractual undiscounted cash flow analysis for the Group's trade and other payables is the same as their carrying value.

Capital management

The Group monitors its capital which consists of all components of equity (i.e. share capital, share premium, capital redemption reserve, share option reserve and retained earnings). The Group manages its capital with the objective that all entities within the Group continue as going concerns while maintaining an efficient structure to minimise the cost of capital and deliver sustainable returns for shareholder in the form of distributions and capital growth through business performance.

The Group is subject to financial resource requirements set by its regulator, the Financial Conduct Authority, which we ensure has appropriate coverage at all times. The Excess Capital resources at 30 June 2025 was £50.7m (Dec 2024: £43.0m) with the Group expected to continue meeting all requirements based on the latest Going Concern assessment.

17 Share capital

During the prior year 25,001 ordinary shares of 0.1p each were issued following partial exercise of options issued in 2020 and 2021 at no premium. 804,754 ordinary shares were also issued following the exercise of the option over the remaining 20% stake in First Mortgage Direct Limited, see note 4 for further details. As at 30 June 2025, there were 57,956,789 ordinary shares of 0.1p in issue (2024: 57,956,789).

18 Related party transactions

The following table shows the total amount of transactions that have been entered into with related parties during the six months ended 30 June 2025 and 2024, as well as balances with related parties as at 30 June 2025 and 31 December 2024.

* The amounts disclosed comprise commission income and expenses, loans advanced to and repayments received, as well as purchases of goods and services.

** Balances in relation to retained commissions are to cover future lapses

*** The amounts disclosed for Heron Financial Limited are for the period to 31 March 2025 when the company became a subsidiary of the Group.

During the period the Group received dividends from associate companies as follows:

19 Share-based payments

On 29 April 2025 408,418 options over ordinary shares of 0.1 pence each in the Company, respectively, were granted to the Executive Directors and senior executives of the Group under the equity settled Mortgage Advice Bureau Executive Share Option Plan (the "Options"). Exercise of the Options is subject to the service conditions and achievement of performance conditions based on total shareholder return and earnings per share criteria. Subject to achievement of the performance conditions, the Options will be exercisable 36 months from the date of grant. The exercise price for the Options is 0.1 pence, being the nominal cost of the Ordinary Shares.

Also on 29 April 2025, a one-off grant of 534,660 options over ordinary shares of 0.1 pence each in the Company were granted to senior executives of Fluent Money Limited ("Fluent") under the Fluent Money Limited Long-Term Incentive Plan 2025. Exercise of the Options is subject to the service conditions and achievement of performance conditions based on Fluent's performance critieria. Subject to achievement of the performance conditions, the 75% of the Options will be exercisable on 29 April 2028 and the remaining 25% on 29 April 2029. The exercise price for the Options is 0.1 pence, being the nominal cost of the Ordinary Shares.

Options exercised in April 2024 resulted in 25,001 ordinary shares being issued at an exercise price of £0.01. The price of the ordinary shares at the time of exercise were £9.22.

Share-based remuneration expense

The share-based remuneration costs for the period are made up as follows:

Six months ended 30 June

20 Events after the reporting date

On 19 September 2025, the Group acquired an additional 51% interest in Evolve FS Limited ("Evolve") for an initial cash consideration of £0.8m, increasing its holding from 49% to 100%. There is a deferred consideration payable following the finalisation of Evolve's audit for the year ended 31 December 2025, with a maximum amount payable of £0.6m. On completion, Evolve will become a subsidiary and be consolidated from that date.

On 19 September 2025, the Group agreed to acquire an additional 40% interest in Meridian Holdings Group Limited for an initial cash consideration of £1.3m, increasing its holding from 40% to 80%. On completion, Meridian Holdings Group Limited will become a subsidiary and be consolidated from that date. The Group has also committed to purchase the remaining 20% shareholding for £1.0m, with timing to be confirmed. For the total 60% interest being acquired, the Group will pay deferred, non- contingent consideration of £0.7 million, payable 12 months after the completion of the transaction.

On 15 September 2025, the Group acquired an additional 15% interest in M&R FM Ltd for cash consideration of £1.4m, increasing its holding from 49% to 64%. On completion, M&R FM Ltd will become a subsidiary and be consolidated from that date. The Group has also committed to acquiring the remaining 36% shareholding in two further tranches, split 21% and 15%, with the consideration payable based on the audited financial statements for the years ended 31 December 2027 and 2029 respectively.

At the time these interim financial statements were authorised, a comprehensive assessment of the fair value of the identifiable net assets relating to the acquisitions completed on 15 September 2025 and 19 September 2025 had not yet been finalised.

There were no other material events after the reporting period which have a bearing on the understanding of these interim financial statements.

Glossary of Alternative Performance Measures ("APMs") for the Group's interim report and financial statements

Certain numerical information and other amounts and percentages presented have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

Charges associated with acquisition or investments in businesses include:

• non-cash charges such as amortisation of acquired intangible assets and the effect of fair valuation of acquired assets,
• non-cash operating expenses relating to put and call option agreements and cash charges including transaction costs,
• fair value movements on deferred and contingent consideration, and
• fair value movements on derivative financial instruments.

Charges associated with acquisition or investments in businesses include:

• non-cash charges such as amortisation of acquired intangible assets and the effect of fair valuation of acquired assets,
• non-cash operating expenses relating to put and call option agreements and cash charges including transaction costs,
• fair value movements on deferred and contingent consideration, and
• fair value movements on derivative financial instruments.

Charges associated with acquisition or investments in businesses include:

• non-cash charges such as amortisation of acquired intangible assets and the effect of fair valuation of acquired assets,
• non-cash operating expenses relating to put and call option agreements and cash charges including transaction costs,
• fair value movements on deferred and contingent consideration, and
• fair value movements on derivative financial instruments.

Adjusted tax expense

Calculated as tax expense before any tax impact of items adjusted in the Adjusted profit before tax APM.