REG - Mortgage Adv. Bureau - Interim Results
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RNS Number : 3396A Mortgage Advice Bureau (Hldgs) PLC 23 September 2025
This announcement contains inside information for Article 7 of Regulation (EU)
No 596/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018. The person responsible for this announcement is
Emilie McCarthy, CFO.
23 September 2025
Mortgage Advice Bureau (Holdings) plc
("MAB" or the "Group")
Interim Results for the six months ended 30 June 2025
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
H1 2025 H1 2024 Change
Revenue £148.2m £123.9m +19.6%
Gross profit / Margin £43.5m / 29.4% £37.7m / 30.4% +15.4% / -1.0pp
Admin expenses / Admin expenses ratio* £29.3m / 19.8% £25.5m / 20.5% +15.0% / -0.8pp
Adjusted PBT* / Adjusted PBT Margin* £14.5m / 9.8% £12.3m / 9.9% +18.4% / -0.1pp
Statutory PBT / Statutory PBT Margin £9.6m / 6.5% £6.2m / 5.0% +54.8% / +1.5pp
Adjusted diluted EPS* 18.2p 14.8p +22.9% / +3.4p
Basic EPS 11.8p 6.5p +82.8% / +5.3p
Adjusted cash conversion* 116% 119% -3.0pp
Net debt* / Leverage* £11.7m / 0.3x £16.7m / 0.6x -£5.0m / -0.3x
Proposed interim dividend 7.2p 13.4p -5.2p
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 (#_bookmark0) 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 (#_bookmark1) 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."
Enquiries:
Mortgage Advice Bureau (Holdings) plc Via Camarco
Peter Brodnicki, Chief Executive Officer
Ben Thompson, Deputy Chief Executive Officer
Emilie McCarthy, Chief Financial Officer
Nominated Adviser and Joint Broker +44 (0) 20 7710 7600
Keefe, Bruyette & Woods, a Stifel Company
Erik Anderson /Jason Grossman / Francis North
Joint Broker Berenberg
James Felix / Michael Burke / Dan Gee-Summons +44 (0) 20 3207 7800
Joint Broker Peel Hunt LLP
Andrew Buchanan / Thomas Philpott / Rob Parker +44 (0) 20 7418 8900
Media Enquiries Camarco
Tom Huddart / Letaba Rimell mab@camarco.co.uk (mailto:mab@camarco.co.uk)
Investor Relations Investor.relations@mab.org.uk (mailto:Investor.relations@mab.org.uk)
Analyst presentation
There will be an in-person analyst presentation to discuss the results at
9:30am today. Those analysts wishing to attend are asked to contact
investor.relations@mab.org.uk. (mailto:investor.relations@mab.org.uk) If you
are unable to attend in person, but would like to join virtually, please
contact IR for details.
About Mortgage Advice Bureau:
MAB is one of the UK's leading consumer intermediary brands and specialist
networks for mortgage
advisers.
Through its partner firms known as Appointed Representatives (ARs), MAB has
over 2,000 advisers providing expert advice to customers on a range of
mortgage, specialist lending, protection, and general insurance products. MAB
supports its AR firms with proprietary technology and services, including
adviser recruitment and lead generation, learning and development, compliance
auditing and supervision, and digital marketing and website solutions.
For more information, visit www.mortgageadvicebureau.com
(https://nam02.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.proofpoint.com%2Fv2%2Furl%3Fu%3Dhttp-3A__www.mortgageadvicebureau.com_%26d%3DDwMF-g%26c%3DeuGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM%26r%3DNj006SAhpfJGzqX7TkdnFCOXt8K8HLR6t-m0tfk0sKk%26m%3DgFRfhF8o351YluA18Bjv7ycyKw7h2VVplazDY2IEW0sQ8C0AaYe1Qup_V9gmZQNd%26s%3DKfp85WcIcWHD48Cv6_MtN85WTzPhbcPhgoql1Us5h60%26e%3D&data=05%7C02%7CLetaba.Rimell%40camarco.co.uk%7C49fa9aa74f034fc9a49108dcfff2bf39%7C77a5f6209d7747dba0cd64c70948d532%7C1%7C0%7C638666665356187099%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=OvOcJHyFYzHfR6M9dFsyhwxgXQbIjrac6cGpXoERDmo%3D&reserved=0)
* 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
Total Market3 (#_bookmark2) Total MAB4 (#_bookmark3) Market Share
£bn H1 2025 H1 2024 % H1 2025 H1 2024 % H1 2025 H1 2024
Purchase 89.5 66.5 35% 7.7 5.7 35% 8.6% 8.6%
Remortgage 39.6 39.9 -1% 3.4 3.3 3% 8.6% 8.3%
Other 5.2 4.1 n/a n/a n/a n/a n/a n/a
New lending 134.3 110.5 22% 11.1 9.0 23% 8.3% 8.2%
Product Transfers 102.4 113.6 -10% 3.1 3.1 -1% 3.0% 2.7%
Total lending 236.7 224.1 6% 14.2 12.1 17% 6.0% 5.4%
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
(#_bookmark4) .
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 (#_bookmark5) .
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:
Income source (£m) H1 2025 H1 2024 Change
Procuration fees 60.0 48.8 +22.9%
Protection and General Insurance (GI) 55.8 48.8 +14.4%
Client fees 29.8 24.0 +24.3%
Other income 2.6 2.4 +9.2%
Total 148.2 123.9 +19.6%
The business mix, by lending value, is outlined below.
Business mix (%) H1 2025 H1 2024 Change
Purchase 54% 47% +7pp
Remortgage 24% 27% -3pp
Product Transfer 22% 26% -4pp
Total 100% 100%
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.
Income source H1 2025 H1 2024
Mortgage procuration fees 40% 39%
Protection and General insurance (GI) commission 38% 39%
Client fees 20% 20%
Other income 2% 2%
Total 100% 100%
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.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the group to
cease to continue as a 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.
In preparing the half-yearly financial report, the directors are responsible
for assessing the 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 company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the rules of the London
Stock Exchange AIM Rules for Companies for no other purpose. No person is
entitled to rely on this report unless such a person is a person entitled to
rely upon this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior written
consent. Save as above, we do not accept responsibility for this report to any
other person or for any other purpose and we hereby expressly disclaim any and
all such liability.
BDO LLP
Chartered Accountants London, UK
22 September 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Interim condensed consolidated statement of comprehensive income for the six months ended 30 June 2025
Six months ended 30 June
2025 2024
Unaudited Unaudited
Note £'000 £'000
Revenue 2 148,195 123,933
Cost of sales 3 (104,661) (86,219)
Gross profit 43,534 37,714
Administrative expenses (29,278) (25,458)
Share of profit of associates 9 581 379
Acquisition option costs 4 (908) (1,991)
Amortisation of acquired intangibles 4 (2,639) (2,580)
Acquisition costs 4 (72) (89)
Loss on disposal of associate 9 (266) -
(Loss)/Gain on fair value measurement of derivative financial instruments (19) 31
Operating profit 10,933 8,006
Finance income 5 244 295
Finance expense 5 (572) (675)
Loss on remeasurement of redemption liability 4 (509) (1,104)
Unwinding of redemption liability 4 (457) (297)
Profit before tax 9,639 6,225
Tax expense 6 (2,779) (2,378)
Profit for the period 6,860 3,847
Total comprehensive income 6,860 3,847
Profit is attributable to:
Equity owners of Parent Company 6,817 3,695
Non-controlling interests 43 152
6,860 3,847
Earnings per share attributable to the owners of the Parent Company
Basic 7 11.8p 6.5p
Diluted 7 11.7p 6.4p
Adjusted measures
Adjusted EBITDA 16,418 13,764
Adjusted profit before tax 14,509 12,255
Adjusted diluted earnings per share 18.2p 14.8p
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
30 June 2025 31 Dec 2024
Unaudited Audited
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 4,826 5,047
Right of use assets 4,359 3,960
Goodwill 11 57,193 53,885
Other intangible assets 11 49,045 48,381
Investments in associates and joint venture 9 13,856 14,818
Derivative financial instruments 158 212
Trade and other receivables 12 776 1089
Total non-current assets 130,213 127,392
Current assets
Trade and other receivables 12 14,639 9,763
Corporation tax asset 86 -
Cash and cash equivalents 13 22,755 23,675
Total current assets 37,480 33,438
Total assets 167,693 160,830
Equity and liabilities
Share capital 17 58 58
Share premium 55,163 55,163
Capital redemption reserve 20 20
Share option reserve 5,832 4,312
Retained earnings 11,633 14,109
Equity attributable to owners of Parent Company 72,706 73,662
Non-controlling interests 1,040 1,433
Total equity 73,746 75,095
Liabilities
Non-current liabilities
Trade and other payables 14 2,770 2,979
Redemption liability 4 5,651 3,970
Lease liabilities 3,724 3,377
Derivative financial instruments 36 71
Loans and borrowings 15 6,880 8,735
Deferred tax liability 10,845 11,385
Total non-current liabilities 29,906 30,517
Current liabilities
Trade and other payables 14 42,022 36,503
Clawback liability 13,094 12,591
Lease liabilities 872 843
Loans and borrowings 15 8,053 5,102
Corporation tax liability - 179
Total current liabilities 64,041 55,218
Total liabilities 93,947 85,735
Total equity and liabilities 167,693 160,830
Interim condensed consolidated statement of changes in equity for the six
months ended 30 June 2025
Attributable to holders of the Parent Company
Share capital Share premium Capital redemption reserve Share option reserve Retained earnings Total Non-controlling interest Total equity
Note £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Balance as at 1 January 2024 57 48,155 20 6,045 15,921 70,198 4,211 74,409
Profit for the period - - - - 3,695 3,695 152 3,847
Total comprehensive income - - - - 3,695 3,695 152 3,847
Transactions with owners
Acquisition of non-controlling interests 4 1 7,008 - (2,544) (1,730) 2,735 (2,735) -
Share-based payment transactions 19 - - - 1,330 - 1,330 - 1,330
Current and deferred tax recognised in equity 6 - - - 366 15 381 - 381
Reserve transfer - - - (179) 179 - - -
Dividends paid 8 - - - - (8,401) (8,401) (229) (8,630)
Total transactions with owners 1 7,008 - (1,027) (9,937) (3,955) (2,964) (6,919)
Balance at 30 June 2024 (unaudited) 58 55,163 20 5,018 9,679 69,938 1,399 71,337
Balance as at 1 January 2025 58 55,163 20 4,312 14,109 73,662 1,433 75,095
Profit for the period - - - - 6,817 6,817 43 6,860
Total comprehensive income - - - - 6,817 6,817 43 6,860
Transactions with owners
Acquisition of subsidiaries 4 - - - - (715) (715) - (715)
Non-controlling interest on acquisition of subsidiaries 10 - - - - - - 304 304
Share-based payment transactions 19 - - - 1,330 - 1,330 - 1,330
Current and deferred tax recognised in equity 6 - - - 190 - 190 - 190
Dividends paid 8 - - - - (8,578) (8,578) (740) (9,318)
Total transactions with owners - - - 1,520 (9,293) (7,773) (436) (8,209)
Balance at 30 June 2025 (unaudited) 58 55,163 20 5,832 11,633 72,706 1,040 73,746
Interim condensed consolidated statement of cash flows for the six months ended 30 June 2025
Six months ended 30 June
2025 2024
Unaudited Unaudited
Note £'000 £'000
Cash flows from operating activities
Profit for the period before tax 9,639 6,225
Adjustments for:
Depreciation of property, plant and equipment 549 569
Depreciation of right of use assets 396 352
Amortisation of intangibles 11 3,275 2,787
Loss/(Profit) on disposal of fixed assets and associate investments 266 (4)
Share-based payments 19 1,760 1,842
Share of profit from associates 9 (581) (379)
Dividends received from associates 9 549 218
Unwinding of redemption liability 4 457 297
Loss on remeasurement of redemption liability 4 509 1,104
Unwinding of loan arrangement fees 30 37
Loss/(Gain) on fair value measurement of derivative financial instruments 19 (31)
Finance income 5 (244) (295)
Finance expense 5 572 675
17,196 13,397
Changes in working capital
Increase in trade and other receivables 12 (4,196) (3,371)
Increase in trade and other payables 14 4,454 3,727
Increase in clawback liability 173 1,250
Cash generated from operating activities 17,627 15,003
Income taxes paid (4,027) (3,305)
Finance income 244 295
Acquisition of non-controlling interests 4 - (2,336)
Net cash generated from operating activities 13,844 9,657
Cash flows from investing activities
Purchase of property, plant and equipment (278) (223)
Purchase of intangibles 11 (2,347) (458)
Acquisition of subsidiaries (net of cash acquired) 10 (1,209) -
Acquisition of associates 9 (1,663) -
Net cash used in investing activities (5,497) (681)
Cash flows from financing activities
Proceeds from borrowings 3,000 5,299
Repayment of borrowings (1,879) (1,875)
Interest paid (645) (729)
Principal element of lease payments (425) (456)
Dividends paid to Company's shareholders 8 (8,578) (8,401)
Dividends paid to non-controlling interests (740) (229)
Net cash used in financing activities (9,267) (6,391)
Net (decrease)/increase in cash and cash equivalents (920) 2,585
Cash and cash equivalents at the beginning of the period 23,675 21,940
Cash and cash equivalents at the end of the period 22,755 24,525
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
2025 2024
Unaudited Unaudited
£'000 £'000
Mortgage procuration fees 59,972 48,813
Protection and general insurance commission 55,728 48,768
Client fees 29,890 23,972
Other income 2,605 2,380
148,195 123,933
3 Cost of sales
Cost of sales are as follows:
Six months ended 30 June
2025 2024
Unaudited Unaudited
£'000 £'000
Lead costs 79,167 67,530
Fluent affinity partner payments 10,376 7,169
Movement in provision for impairment of trade receivables 6 (141)
Other cost of sales 905 771
Wages and salary costs 14,207 10,890
104,661 86,219
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
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 183 183
Option costs (IAS 19) - 412
Option costs (IFRS 2) - 512
Acquisition related costs - 47
Total costs 183 1,154
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
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 2,199 2,199
Option costs (IFRS 2) 1,040 972
Redemption liability remeasurement - 1,060
Unwinding of redemption liability 373 255
Acquisition related costs - 42
Total costs 3,612 4,528
The costs relating to this acquisition for the period are made up as follows:
Six months ended 30 June
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 33 33
Total costs 33 33
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
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 165 165
Option costs (IFRS 2) (289) 95
Redemption liability remeasurement 509 44
Unwinding of redemption liability 49 42
Total costs 434 346
Heron Financial Limited
The costs relating to this acquisition for the period are made up as follows:
Six months ended 30 June
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 58 -
Option costs (IAS 19) 157 -
Unwinding of redemption liability 35 -
Acquisition related costs 32 -
Total costs 282 -
Lucra Mortgages Limited
The costs relating to this acquisition for the period are made up as follows:
Six months ended 30 June
2025 2024
Unaudited Unaudited
£'000 £'000
Amortisation of acquired intangibles 1 -
Acquisition related costs 40 -
Total costs 41 -
Redemption liability
30 June 2025 31 December 2024
Fluent Auxilium Heron Total Fluent Auxilium Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 3,510 460 - 3,970 2,402 391 2,793
Acquisition of subsidiary - - 715 715 - - -
Redemption liability remeasurement - 509 - 509 569 (18) 551
Unwinding of redemption liability 373 49 35 457 539 87 626
Balance as at period end 3,883 1,018 750 5,651 3,510 460 3,970
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
2025 2024
Amortisation of acquired intangible assets 2,639 2,580
Option costs (IFRS 2 and IAS 19) 908 1,991
Acquisition related costs 72 165
Loss on remeasurement of redemption liability 509 1,104
Unwinding of redemption liability 457 297
Total costs 4,585 6,137
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
2025 2024
£'000 £'000
First Mortgage - exercise of option (operating activities) - 2,336
Total Cashflows - 2,336
5 Finance income and expense
Six months ended 30 June
2025 2024
Unaudited Unaudited
Finance Income £'000 £'000
Interest income 195 295
Interest income accrued on loans to associates 49 -
244 295
Finance expenses
Interest expense 421 638
Interest expense on lease liabilities 151 37
572 675
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
2025 2024
Unaudited Unaudited
Current tax expense £'000 £'000
UK corporation tax charge on profit for the period 3,504 2,696
Total current tax 3,504 2,696
Deferred tax expense
Origination and reversal of timing differences (725) (318)
Total deferred tax (725) (318)
Total tax expense 2,779 2,378
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
2025 2024
Basic earnings per share Unaudited Unaudited
Profit for the period attributable to the owners of the parent (£'000) 6,817 3,695
Weighted average number of shares in issue 57,956,789 57,260,870
Basic earnings per share (in pence per share) 11.8 6.5
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
2025 2024
Diluted earnings per share Unaudited Unaudited
Profit for the period attributable to the owners of the parent (£'000) 6,817 3,695
Weighted average number of shares in issue 58,443,354 57,547,255
Diluted earnings per share (in pence per share) 11.7 6.4
The share data used in the basic and diluted earnings per share computations
are as follows:
Six months ended 30 June
2025 2024
Weighted average number of ordinary shares Unaudited Unaudited
Issued ordinary shares at the start of the year 57,956,789 57,127,034
Effect of shares issued during the period - 133,836
Basic weighted average number of shares 57,956,789 57,260,870
Potential ordinary shares arising from options 486,565 286,385
Diluted weighted average number of shares 58,443,354 57,547,255
8 Dividends
Six months ended 30 June
2025 2024
Unaudited Unaudited
£'000 £'000
Dividends paid and declared on ordinary shares during the period:
On ordinary shares at 14.8p per share (2024: 14.7p) 8,578 8,401
8,578 8,401
Equity dividends on ordinary shares:
Declared:
Interim dividend for 2025 at 7.2p per share (2024: 13.4p) 4,173 7,766
4,173 7,766
9 Investment in associates and joint ventures
The investment in associates and a joint venture at the reporting date is as
follows:
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
At start of the period 14,818 12,301
Additions 1,663 2,000
Disposal (2,657) -
Credit/ (charged) to statement of comprehensive income
Share of profit 581 1,315
581 1,315
Dividends received (549) (798)
At period end 13,856 14,818
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
Initial book value Fair Value Adjustment
£'000 £'000 £'000
Intangible fixed assets - 20 20
Tangible fixed assets 20 - 20
Bank and cash balances 215 - 215
Prepayments and accrued income 31 - 31
Debtors 52 - 52
Total assets 318 20 338
Accruals (2) (2)
Liabilities (255) (255)
Other creditors (76) (76)
Deferred tax (11) (10) (21)
Total liabilities (344) (10) (354)
Net Assets Acquired (16)
Goodwill 566
Total Consideration 550
Satisfied by:
Cash 337
Contingent cash 213
Analysis of cash flows on acquisition:
Cash consideration 337
Cash at bank acquired (215)
122
The results contributed by Lucra between the acquisition date and 30 June 2025
are as follows:
Revenue 268
Loss before tax 52
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
Cash consideration paid to non-controlling shareholder 1,247
Fair value of the initial interest in Heron 2,391
Total consideration 3,638
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
Initial book value Fair Value Adjustment
£'000 £'000 £'000
Intangible fixed assets - 1,571 1,571
Tangible fixed assets 9 - 9
Bank and cash balances 160 - 160
Prepayments and accrued income 74 - 74
Loan receivable 407 (274) 133
Debtors 722 - 722
Total assets 1,372 1,297 2,669
Accruals (111) (111)
Liabilities (488) (488)
Other creditors (455) (455)
Deferred tax (19) (393) (412)
Total liabilities (1,073) (393) (1,466)
Net Assets Acquired 1,203
Goodwill 2,742
Non-controlling interests (307)
Total Consideration 3,638
Satisfied by:
Cash 1,247
Fair value of initial interest 2,391
Analysis of cash flows on acquisition:
Cash consideration 1,247
Cash at bank acquired (160)
1,087
The results contributed by Heron between the acquisition date and 30 June 2025
are as follows:
Revenue 650
Profit before tax 36
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
30 June 2025 31 December 2024
Unaudited Audited
Goodwill £'000 £'000
Cost
As at 1 January 54,038 54,038
Acquisition of subsidiaries 3,308 -
As at 30 June and 31 December 57,346 54,038
Accumulated impairment
As at 30 June and 31 December 153 153
Net book value
As at 30 June and 31 December 57,193 53,885
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:
Mortgage Talk First Mortgage (1) Fluent Heron Other (2) Total
Goodwill £'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 4,267 11,041 36,974 - 1,756 54,038
Acquisition of subsidiaries - 566 - 2,742 3,308
As at 30 June and 31 December 4,267 11,607 36,974 2,742 1,756 57,346
Accumulated impairment
As at 30 June and 31 December 153 - - - - 153
Net book value
As at 30 June and 31 December 4,114 11,607 36,974 2,742 1,756 57,193
(1) 'First Mortgage' comprises First Mortgage Direct Limited and Lucra
Mortgages Limited
(2) 'Other' companies comprises Vita and Auxilium
Software Under Construction
Software Development Acquired Technology Customer Relationships Trademarks and Brand Other Relationships
Website Total
Other intangible assets £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Cost
As at 1 January 2025 293 3,802 16,824 274 2,337 5,089 34,568 63,187
Additions 95 175 - 1,508 569 - - 2,347
Acquisition of subsidiaries - - 214 - 521 182 675 1,592
Transfers - 39 - (39) - - - -
As at 30 June 2025 388 4,016 17,038 1,743 3,427 5,271 35,243 67,126
Accumulated Amortisation
As at 1 January 2025 133 778 4.208 - 1,343 1,646 6,698 14,806
Charge for the period 63 536 859 - 190 245 1,382 3.,275
As at 30 June 2025 196 1,314 5,067 - 1,533 1,891 8,080 18,081
Net book value as at 30 June 2025 192 2,702 11,971 1,743 1,894 3,380 27,163 49,045
Software Under Construction
Software Development Acquired Technology Customer Relationships Trademarks and Brand Other Relationships
Licenses Website Total
Other intangible assets £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
Cost
As at 1 January 2024 108 216 1,539 16,824 - 2,337 5,089 34,568 60,681
Additions - 77 2,263 - 274 - - - 2,614
Disposals (108) - - - - - - - (108)
As at 31 December 2024 - 293 3,802 16,824 274 2,337 5,089 34,568 63,187
Accumulated Amortisation
As at 1 January 2024 108 51 314 2,525 - 1,070 1,163 3,976 9,207
Charge for the period - 82 464 1,683 - 273 483 2,722 5,707
Disposals (108) - - - - - - - (108)
As at 31 December 2024 - 133 778 4,208 - 1,343 1,646 6,698 14,806
Net book value as at 31 December 2024 - 160 3,204 12,616 274 994 3,443 27,870 48,381
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
NBV as at 30 December
June 2025 2024 Amortisation End Date
Asset Category £'000 £'000
Fluent Money Limited - Technology Technology/Software 11,781 12,622 July 2032
Fluent Mortgages Limited - Introducer Relationships Other relationships 9,812 10,258 July 2036
Fluent Lifetime Limited - Introducer Relationships Other relationships 6,146 6,426 July 2036
Fluent Money Limited - Lender Relationships Other relationships 5,503 5,754 July 2036
Fluent Bridging Limited - Introducer Relationships Other relationships 4,940 5,165 July 2036
Fluent Money Limited - Brand Trademarks and brands 2,524 2,682 July 2033
First Mortgage Direct Limited - Customer Relationships Customer relationships 660 770 July 2028
First Mortgage Direct Limited - Brand Trademarks and brands 588 662 July 2029
12 Trade and other receivables
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Trade receivables 2,702 2,515
Less provision for impairment of trade receivables (198) (336)
Trade receivables - net 2,504 2,179
Other receivables 324 198
Loans to related parties 320 699
Less provision for impairment of loans to related parties (15) (15)
Total financial assets other than cash and cash equivalents classified at 3,133 3,061
amortised cost
Prepayments 4,157 3,093
Accrued income 8,125 4,698
Total trade and other receivables 15,415 10,852
Less: non-current - Loans to related parties - (265)
Less: non-current - Trade receivables (776) (824)
Current trade and other receivables 14,639 9,763
30 June 2025 30 June 2024
Unaudited Unaudited
Reconciliation of movement in trade and other receivables to cash flow £'000 £'000
Movement per trade receivables 4,563 3,371
Acquired trade and other receivables (367) -
Total movement per cash flow 4,196 3,371
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
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Unrestricted cash and bank balances 3,188 4,187
Bank balances held in relation to retained commissions 19,567 19,488
Cash and cash equivalents 22,755 23,675
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
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Appointed Representatives retained commission 19,567 19,488
Other trade payables 12,837 8,471
Trade payables 32,404 27,959
Social security and other taxes 2,395 1,799
Other payables 283 356
Accruals 9,710 9,368
Total trade and other payables 44,792 39,482
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Current 42,022 36,503
Non-current 2,770 2,979
Total trade and other payables 44,792 39,482
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.
30 June 2025 30 June 2024
Unaudited Unaudited
Reconciliation of movement in trade and other payables to cash flow £'000 £'000
Movement per trade and other payables 5,310 1,903
Share-based payment accruals (363) (512)
Acquired trade and other payables (267) -
Accrued amounts relating to non-controlling interest purchased - 2,336
Deferred consideration on acquisition of subsidiary (226) -
Total movement per cash flow 4,454 3,727
15 Loans and borrowings
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Bank loans 14,933 13,837
Total loans and borrowings 14,933 13,837
Less: non-current - Bank loans (6,880) (8,735)
Current loans and borrowings 8,053 5,102
A summary of the maturity of loans and borrowings is as follows:
30 June 2024 31 December 2024
Unaudited Audited
Bank loans £'000 £'000
Payable in 1 year 8,053 5,102
Payable in 1-2 years 3,750 3,735
Payable in 2-5 years 3,130 5,000
Total bank loans 14,933 13,837
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
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements.
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:
30-Jun-25 31-Dec-24
Unaudited Audited
Financial assets £'000 £'000
Cash and cash equivalents 22,755 23,675
Trade and other receivables (amortised cost) 3,133 3,061
Derivative financial instruments (FVTPL) 158 212
Total financial assets 26,046 26,948
30-Jun-25 31-Dec-24
Unaudited Audited
Financial liabilities £'000 £'000
Trade and other payables (amortised cost) 13,120 8,827
Loans and borrowings (amortised cost) 14,933 13,837
Accruals (amortised cost) 9,710 9,368
Redemption liability (amortised cost) 5,651 3,970
Clawback liability (amortised cost) 13,094 12,591
Lease liabilities (amortised cost) 4,596 4,220
Derivative financial instruments (FVTPL) 36 71
Appointed representative retained commission (amortised cost) 19,567 19,488
Total financial liabilities 80,707 72,372
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.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below.
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
Liquidity risk arises from the Group's management of working capital. 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. 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
30 June 2025 31 December 2024
Unaudited Audited
Issued and fully paid £'000 £'000
Ordinary shares of 0.1p each 58 58
Total share capital 58 58
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.
Relationship Amounts received/(paid)* Balance of retained commissions** Loans owed to the Group
30 June 30 June 30 June 31 December 30 June 31 December
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Buildstore Limited Associate (616) (496) 64 51 - 10
Sort Limited Associate 345 811 - - - -
Clear Mortgage Solutions Limited Associate (3,249) (2,654) 564 571 - -
Evolve FS Ltd Associate (2,095) (1,694) 328 277 - -
The Mortgage Broker Limited Associate (849) (767) 78 61 - -
Meridian Holdings Group Ltd Associate (4,085) (2,302) 488 485 - -
M & R FM Ltd Associate (2,254) (1,911) 380 284 - -
Heron Financial Limited*** Associate (602) (1,823) - 118 - 267
Pinnacle Surveyors (England & Wales) Ltd Associate 147 52 - - 260 406
MAB Broker Services PTY Limited Joint Venture - - - - 15 15
The Mortgage Mum Limited Associate (45) - - - 45 -
Dashly Limited Associate (195) - - - - -
* 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:
30 June 2025 31 December 2024
Unaudited Audited
£'000 £'000
Clear Mortgage Solutions Limited 123 271
M & R FM Limited 368 185
Heron Financial Limited 29 293
Pinnacle Surveyors (England & Wales) Ltd 29 49
Total dividends received 549 798
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
2025 2024
Unaudited Unaudited
£'000 £'000
Charge for equity settled schemes 607 296
National Insurance on share options 201 (248)
Share incentive plan costs 66 50
Free shares awarded to employees 169 165
Charge for equity settled acquisition options 723 1,034
Charge for cash settled acquisition options (6) 545
Total costs 1,760 1,842
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.
Closest equivalent
APM statutory measure Definition and purpose
Income statement measures
Administrative expenses ratio None Calculated as administrative expenses (which exclude amortisation of acquired
intangible assets, acquisition costs incurred in the year and non- cash
operating expenses relating to put and call option agreements)
divided by revenue.
Adjusted EBITDA None Calculated as EBITDA before charges associated with acquisition and
investments, and other adjusting items that the Group deems, by their nature,
require adjustment in order to show more accurately the underlying business
performance of the Group from period to period in a
consistent manner.
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.
£m H1 2025 H1 2024
Gross profit 43.5 37.7
Administrative expenses (29.3) (25.5)
Depreciation 0.9 0.9
Amortisation 0.6 0.2
Share of profit from associates 0.6 0.4
Rounding difference 0.1 0.1
Adjusted EBITDA 16.4 13.8
Adjusted EBITDA margin None Calculated as Adjusted EBITDA divided by revenue.
Adjusted operating profit Operating profit Calculated as operating profit before charges associated with acquisition and
investments, and other adjusting items that the Group deems, by their nature,
require adjustment in order to show more accurately the underlying business
performance of the Group from period to period in a
consistent manner.
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.
£m H1 2025 H1 2024
Operating profit 10.9 8.0
Amortisation of acquired intangibles 2.6 2.6
Acquisition costs 0.1 0.1
Non-cash operating expenses relating to 0.9 2.0
put and call option agreements
Loss on disposal of associate 0.3 -
Round difference - (0.1)
Adjusted operating profit 14.8 12.6
Adjusted profit before tax Profit before tax Calculated as profit before tax before charges associated with acquisition and
investments, and other adjusting items that the Group deems, by their nature,
require adjustment in order to show more accurately the underlying business
performance of the Group from period to period in a
consistent manner.
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.
£m H1 2025 H1 2024
Profit before tax 9.6 6.2
Amortisation of acquired intangibles 2.6 2.6
Acquisition costs 0.1 0.1
Non-cash operating expenses relating to 0.9 2.0
put and call option agreements
Loss on disposal of associate 0.3 -
Redemption liability charge 1.0 1.4
Adjusted profit before tax 14.5 12.3
Adjusted tax expense
Calculated as tax expense before any tax impact of items adjusted in the
Adjusted profit before tax APM.
£m H1 2025 H1 2024
Tax expense 2.8 2.4
tax impact of:
Amortisation of acquired intangible assets 0.7 0.6
Acquisition costs - -
Restructuring costs - -
Rounding difference - -
Adjusted tax expense 3.5 3.0
Adjusted earnings Profit after tax Calculated as Adjusted profit before tax less Adjusted tax expense.
H1 2025 - £m Parent NCI Group
Adjusted profit before tax 13.9 0.6 14.5
Adjusted tax expense (3.3) (0.2) (3.5)
Adjusted earnings 10.6 0.4 11.0
Attributable to:
H1 2024 - £m Parent NCI Group
Adjusted profit before tax 11.0 1.3 12.3
Adjusted tax expense (2.5) (0.5) (3.0)
Adjusted earnings 8.5 0.8 9.3
Adjusted profit before tax (exc. software capex) Profit before tax Calculated as Adjusted profit before tax with the Software Development costs
(relating to Midas Platform) capitalised during the year reversed and
charged to the income statement.
£m H1 2025 H1 2024
Adjusted Profit before tax 14.5 12.3
Capitalised development costs (1.3) -
Amortisation of development costs 0.3 -
Adjusted profit before tax (exc. software
capex) 13.5 12.3
Adjusted profit before tax None Calculated as Adjusted profit before tax divided by revenue
margin
Adjusted earnings per share Basic earnings per share Calculated as basic earnings per share before charges (net of tax) associated
with acquisition and investments, and other adjusting items that the Group
deems, by their nature, require adjustment in order to show more accurately
the underlying business performance of the Group from period to period in a
consistent manner. See note 7 for further
details.
Adjusted diluted earnings per share Diluted earnings per share Calculated as diluted earnings per share (basic EPS, adjusting for the effects
of potentially dilutive share options) before charges (net of tax) associated
with acquisition and investments, and other adjusting items that the Group
deems, by their nature, require adjustment in order to show more accurately
the underlying business performance of the Group from period to period in a
consistent manner. See note 7 for further
details.
Cash flow measures
Adjusted cash generated None Adjusted cash generated is cash generated from operating activities adjusted
for movements in non-trading items, including loans to AR firms and
associates, cash transaction costs, and increases in restricted cash
balances as a percentage of adjusted operating profit.
£m H1 2025 H1 2024
Cash generated from operating activities 17.6 15.0
Acquisition costs 0.1 0.1
Increase/ (decrease) in loans to AR firms (0.5) 0.6
and associates
Increase in restricted cash balances (0.1) (0.7)
Rounding differences 0.1 -
Adjusted cash generated 17.2 15.0
Adjusted cash conversion None Adjusted cash conversion is adjusted cash generated as a percentage of
adjusted operating profit
Balance sheet measures
Net debt None Loans and borrowings less unrestricted cash balances.
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