REG - Mortgage Adv. Bureau - Final Results
Today 07:00
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RNS Number : 9376W Mortgage Advice Bureau (Hldgs) PLC 17 March 2026
17 March 2026
Mortgage Advice Bureau (Holdings) plc
("MAB" or the "Group")
Final Results for the year ended 31 December 2025
Mortgage Advice Bureau (Holdings) plc (AIM: MAB1), a leading technology-driven
UK property finance service, is pleased to announce its final results for the
year ended 31 December 2025.
Financial summary
2025 2024 Change
Revenue £318.8m £266.5m +19.6%
Gross profit / Margin £91.9m /28.8% £77.0m /28.9% # +19.5%/-0.1pp
Admin expenses / Admin expenses ratio(*) £56.2m / 17.6% £45.6 / 17.1% # +23.3% / +0.5pp
Adjusted PBT(* ) / Adjusted PBT Margin(*) £36.3m / 11.4% £32.0m / 12.0% +13.3%/-0.6pp
Statutory PBT / Statutory PBT Margin £22.1m/6.9% £22.9m/8.6% -3.4%/-1.7pp
Adjusted diluted EPS(*) 44.5p 39.2p +13.5%/+5.3p
Basic EPS 26.0p 27.6p -5.8%/-1.6p
Adjusted cash conversion(*) 121% 120% +1pp
Net debt(*) / Leverage(*) (£3.3m)/0.1x (£9.7m)/0.3x +£6.4m/-0.2x
Proposed final dividend 15.3p 14.8p +3.4%/+0.5p
Performance highlights
· Revenue up 19.6% to £318.8m (2024: £266.5m)
· Adjusted diluted EPS up 13.5% to 44.5p (2024: 39.2p)
· Market share of new mortgage lending 1 (#_ftn1) stable at 8.4%
(2024: 8.4%) and market share of Product Transfers up to 3.0% (2024: 2.7%).
· Closing mainstream advisers 2 (#_ftn2) up 10% to 2,135 (2024:
1,941).
· Revenue per mainstream adviser(2) up 13% to £157k (2024: £139k)
· 2026 has started with good momentum, and the Group continues to trade
in line with the Board's expectations
Peter Brodnicki, Founder and Chief Executive, commented:
"2025 was another year of strong performance for MAB, keeping us firmly on
track to deliver our five-year growth plan.
In my view, MAB has become uniquely positioned in the intermediary and
mortgage sectors as a result of executing a very deliberate strategy to build
a specialist network with customer acquisition at the heart of the model.
Because we've continued investing through all economic cycles, MAB's customer
reach now extends across estate agency, new build, and major national digital
lead sources, including price comparison websites, credit bureaus, property
portals and major employers. This reach is the biggest driver of sustainable
growth and underpins our ability to generate strong lead flow regardless of
housing or economic cycles, with a proven track record through market
downturns.
We're now starting to leverage data, digital tools, and AI to deepen
relationships with introducers, lenders, and consumers and unlock
significantly more lead flow. At the same time, these capabilities are helping
us retain more existing customers and engage a much wider audience of early
researchers, helping them understand their options and become mortgage-ready.
MAB has become a leading, tech-driven intermediary platform at the heart of
mortgage and protection advice today, with the business ideally positioned to
harness developments in AI to further extend its reach, performance and
efficiency.
Our proprietary platform connects customer data, adviser workflows and
automation to remove time-consuming administration and allow advisers to focus
on what matters most - helping customers. With 25 years of customer
interactions under our belt, we have a unique, proprietary dataset that
supports customer acquisition and retention strategies.
We are still in the relatively early stages of AI adoption, but the potential
is significant. Combined with our customer reach and data assets, AI will help
us further improve performance and efficiency, delivering an exceptional,
hyper-personalised customer experience, scaling, and increasing margins and
supporting growth and margins.
Advice will remain central to our model, but the way it is delivered will
continue to evolve. Some customers prefer a lighter digital-first approach,
while others need deeper adviser involvement for more complex decisions. Our
model flexes accordingly.
Unlike traditional networks, we also have a second growth engine through
equity stakes in high-performing firms, supported by a single central head
office. This increases our gross margins and operational leverage opportunity,
whilst giving us the ability to secure and optimise national and digital lead
sources.
Despite the current geopolitical environment, the structural opportunity
remains compelling. Around two-thirds of UK mortgage transactions are
refinancing, which continue regardless of economic conditions. At the same
time, the UK faces a well-documented protection gap, recently highlighted by
the regulator, which represents a significant long-term opportunity for
high-quality advice. Increasingly, protection needs are being reviewed outside
the mortgage event, creating an additional and growing source of recurring
revenue for MAB.
Looking ahead, we are also building new strategic partnerships and pursuing
selective M&A to expand MAB's role in the home-moving process, widen our
proposition and add value to customers ahead of upcoming Government changes to
the home-buying and selling process. Engaging customers earlier in their
research journey and broadening our B2C proposition will further strengthen
our ability to capture, convert and support customers through every stage of
homeownership.
Through continued organic growth, disciplined acquisitions and the increasing
use of technology, data and AI, we believe MAB is well positioned not just to
participate in the mortgage market, but to shape where it goes next."
Enquiries:
Mortgage Advice Bureau (Holdings) plc Via Camarco
Peter Brodnicki, Chief Executive Officer
Emilie McCarthy, Chief Financial Officer
Nominated Adviser and Joint Broker
Keefe, Bruyette & Woods, a Stifel Company +44 (0) 20 7710 7600
Erik Anderson /Jason Grossman / Francis North
Joint Broker
Berenberg +44 (0) 20 3207 7800
James Felix / Michael Burke / Dan Gee-Summons
Joint Broker
Peel Hunt LLP +44 (0) 20 7418 8900
Andrew Buchanan / Thomas Philpott / Rob Parker
Media Enquiries
Camarco mab@camarco.co.uk
Tom Huddart / Letaba Rimell
Investor Relations Investor.relations@mab.org.uk
Analyst presentation
There will be an in-person analyst presentation to discuss the results at 9:30
am today. Those analysts wishing to attend are asked to contact
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 a leading UK property finance platform that connects customers,
advisers, lenders, and insurers throughout the homeownership journey. Through
its scalable, technology-driven intermediary model, MAB delivers personalised
mortgage and protection advice via its proprietary platform, supported by deep
customer insight and a data-rich, digitally enabled framework.
Through its partner firms, known as Appointed Representatives (ARs), MAB has
over 2,100 advisers providing expert advice across 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 that impact IFRS measures, thereby aiding the user
in understanding the activity 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.
# Certain 2024 costs have been reclassified to better reflect the nature of
the underlying activities and the Group's integrated operating model. Further
details are included in the Financial Review.
Chief Executive Review
Market trends
2025 saw improved stability across UK mortgage lending, with total lending
increasing by 19% to £548bn (2024: £459bn).
Refinancing lending accelerated in the second half as a higher volume of
fixed-rate mortgages reached maturity. Remortgage lending increased by 17%,
while Product Transfers rose by 18%. This increase reflects the structural
maturity profile of lending cohorts. Product Transfers account for
approximately 47% of total market lending.
Purchase lending totalled £189bn in 2025, an increase of 21% compared with
2024. Activity was front-loaded in the first half, as buyers brought forward
transactions ahead of changes to Stamp Duty relief. The anticipated autumn
pick-up in activity did not materialise due to the extended run-up to the
Budget in late November 2025. Nevertheless, underlying demand remained
resilient, supported by strong lender appetite, with approximately 30,000
mortgage products available 3 (#_ftn3) .
UK mortgage lending by segment and MAB share
Total Market 4 (#_ftn4) Total MAB 5 (#_ftn5) Market Share
£bn 2025 2024 % 2025 2024 % 2025 2024
Purchase 188.9 155.9 21% 16.5 13.7 20% 8.7% 8.8%
Remortgage 90.7 77.6 17% 7.8 6.5 20% 8.6% 8.4%
Other 11.2 8.5 n/a n/a n/a n/a n/a n/a
New lending 290.8 242.0 20% 24.3 20.2 20% 8.4% 8.4%
Product Transfers 257.7 217.4 18% 7.7 5.9 32% 3.0% 2.7%
Total lending 548.5 459.4 19% 32.0 26.1 23% 5.8% 5.7%
MAB's total mortgage completions increased 23% to £32.0bn (2024: £26.1bn),
outperforming the total market growth of 19%. As a result, MAB's share of
total mortgage lending increased to 5.8% (2024: 5.7%). Within total lending,
MAB's share of new lending, comprising Purchase and Remortgage activity,
remained stable at 8.4% (2024: 8.4%).
Refinancing performance was particularly robust. MAB's total refinance lending
(Remortgage and Product Transfers combined) increased by 26% compared with
2024 and ahead of market growth of 18%. This outperformance reflects targeted
conversion and retention initiatives, alongside a strengthening pipeline of
product maturities in the second half of the year. Customer retention improved
year on year, supported by a deliberate focus on expanding penetration within
the structurally attractive Product Transfer segment. As a result, Product
Transfer market share increased to 3.0% (2024: 2.7%), and Remortgage lending
share also grew to 8.6% (2024: 8.4%).
MAB's purchase lending increased 20% compared with 2024, broadly in line with
the market, despite the Group's footprint under-indexing in London and the
Southeast. These regions benefited most from the Stamp Duty-driven
front-loading of transactions. Achieving market-level growth without that
regional tailwind underlines the resilience and breadth of MAB's national
network.
Pure protection market and MAB share
MAB's pure protection offering comprises term assurance, critical illness and
income protection. We estimate our blended market share of advised sales was
5.6% in 2024, and notably higher in income protection. Data for 2025 will be
available in early Q2 2026.
2024 new policies UK Total 6 (#_ftn6) UK Advised MAB Market share
Term 961,957 687,631 33,133 4.8%
Critical illness 540,715 457,701 26,880 5.9%
Income protection 235,063 235,063 30,393 12.9%
Other 297,799 297,799 2,947 n/a
Total 2,035,534 1,678,194 93,353 5.6%
Adviser productivity and growth
Adviser numbers and productivity remain fundamental drivers of MAB's organic
growth. The Group's number of mainstream advisers(2) increased by 10% year on
year to 2,135 (2024: 1,941), marking the first year of material growth since
2022 and signalling improving confidence in the outlook across the network.
Notably, 65% of this was organic growth driven by firms already within MAB's
network.
Adviser productivity continued to grow, with the average revenue per
mainstream adviser for the period increasing to £157k, a 13% increase from
2024 (£139k). This improvement reflects the benefits of our continued
investment in technology and process improvements, supporting greater adviser
efficiency and effectiveness, and is particularly encouraging given that many
new advisers will not reach full productivity until 2026.
Current trading and outlook
The Group has entered 2026 with good momentum and continues to trade in line
with the Board's expectations. Mortgage applications in Q1 to date have
increased by 13% year-on-year, and refinancing volumes are expected to
continue building through the remainder of 2026.
The emerging situation in the Middle East has introduced new uncertainty into
the macroeconomic outlook. Over the past week, we have seen a sharp increase
in written volumes, potentially reflecting customers seeking to lock in rates.
If sustained, this may result in some refinancing activity being brought
forward from Q2 into Q1. The situation remains volatile, and our advisers are
well placed to support customers during this period.
UK Finance forecasts modest 3% growth in total mortgage lending in 2026,
comprising purchase growth of 2%, remortgage growth of 7% and Product Transfer
growth of 2%. IMLA adopts a more optimistic view, forecasting total lending
growth of 8% in 2026, with purchase and remortgage activity each increasing by
11% and Product Transfers by 4%.
£bn 2025 2026 2026
UK Finance 7 (#_ftn7) IMLA 8 (#_ftn8)
Purchase 189 191 205
Remortgage 91 106 103
Product Transfers 258 261 260
Total refinancing 349 367 363
Other 10 3 12
Total lending 548 561 580
Against this backdrop, MAB remains well-positioned. The Group's fixed-rate
maturities are 19% higher in 2026, materially ahead of the overall refinancing
market, which is forecast to grow by between 3% and 6%, according to UK
Finance and IMLA.
We are also seeing a gradual normalisation in product preferences, with 2-year
fixed-rate products accounting for a larger share than 5-year fixes. This
shift has been supported by the easing of stress-testing and further
strengthens our refinance pipeline for 2027 and 2028.
Main Market listing
On 22 January 2026, the Group confirmed that the Board intends to proceed with
the move to the ESCC listing category of the Main Market of the London Stock
Exchange (the "Main Market"). This move is expected to facilitate access to a
broader group of investors and further enhance the Group's profile. Subject to
FCA approval, MAB expects to complete the move to the Main Market in Q2
2026.
MAB 2.0 strategic priorities
2025 marked an important year of progress for MAB as we continued to evolve
our business model, positioning the Group for sustainable growth. In January
2026, we hosted a virtual Capital Markets Update for investors and analysts,
setting out how our strategy is translating into tangible operational
momentum. Across the Group, data, technology, and AI are playing an
increasingly central role in broadening consumer reach, enhancing lead
generation, improving conversion rates, and, in turn, boosting productivity
and efficiency. The following section outlines the key developments during the
year.
Acquisition, retention and customer lifetime value
Customer acquisition, retention and lifetime value remain central to MAB's
strategy, and recent developments have materially strengthened the resilience
and scalability of our model.
Over the past three years, we have diversified our lead generation
capabilities beyond our historic strengths in estate agency and new build.
While these channels remain important contributors to purchase activity, we
are now working with leading lettings partners to reach renters earlier in
their home-ownership journey, unlocking a previously underserved pool of
future first-time buyers.
The acquisition of Fluent in 2022 further expanded our access to national,
data-led lead sources, including partnerships with major property platforms,
credit bureaus and price comparison websites. This enables us to engage
customers earlier in their decision-making process while extending our reach
to millions of customers seeking to refinance.
Refinancing represents a structurally resilient, recurring revenue stream, and
our strategy to expand access to refinancing opportunities - combined with the
strong organic growth of our client base - is a central driver of predictable,
repeatable growth for MAB.
A major focus during 2025 was improving lead conversion through more
proactive, technology-enabled customer nurture. A detailed analysis identified
more than 15 reasons why leads historically did not proceed, including timing,
affordability, and deposit constraints. Rather than losing these
opportunities, every lead is now captured in a bespoke, data-led nurture
programme tailored to each customer's circumstances. This approach is already
reducing conversion leakage by maintaining engagement and reactivating
customers as their positions evolve, thereby increasing the proportion of
leads that progress to completed business over time.
Retention of our existing customers is becoming an increasingly important
strategic advantage as our client bank continues to expand. During the year,
we have continued to invest in retention capability, including the deployment
of dedicated advisers focused on refinancing activity. This is a key driver of
enhanced profitability, as refinancing cases typically complete more quickly,
convert at higher rates and require minimal incremental lead cost.
The acquisition of Dashly, the technology and data company behind the Mortgage
Monitoring monthly property report, has transformed the nature of our
relationship with our customers post-completion. Each month, MAB analyses more
than 33,000 mortgage products against multiple variable data inputs -
including income, equity and credit score - to identify opportunities where
customers may benefit from exiting their mortgage product early.
This highly valued service is now being offered to mortgage holders who are
not currently MAB customers through our national data partnerships. This
strategy significantly extends our reach into the refinancing market, which
accounts for approximately two-thirds of UK mortgage transactions.
As with refinancing, protection advice plays a critical role in supporting
financial resilience and delivering strong consumer outcomes, and remains a
strategic growth priority for MAB, with increasing focus on engagement beyond
the mortgage event. This approach is consistent with the FCA's Pure Protection
Market Study interim report published in January 2026, which highlighted the
significant protection gap in the UK and the important role of intermediaries
in helping customers access appropriate cover. The FCA's conclusions align
with MAB's long-standing approach to panel governance, fair value, and
Consumer Duty oversight, reinforcing our confidence in continuing to invest in
high-quality protection advice while supporting improved financial resilience
and helping address the protection gap identified by the regulator.
In 2025, we continued to invest in our protection capabilities by scaling our
team of dedicated protection advisers operating alongside our core mortgage
proposition. Protection engagement is now supported by a standalone, data-led
nurture programme, with reviews decoupled from the mortgage event. This
process is already driving higher customer engagement and is expected to
strengthen long-term relationships and improve outcomes across the full
customer lifecycle. It will also begin to eliminate historical variance in
attachment rates based on whether the transaction is a purchase, a remortgage,
or a Product Transfer.
Looking ahead, we expect growth in 2026-27 to be led by the refinance and
protection segments. By combining digital national lead access, monitoring-led
retention, and platform-enabled customer journeys, MAB is accelerating its
transition from transaction-based revenue to a more durable, recurring model
that supports sustainable growth in market share, productivity, and
profitability.
Harnessing technology for scale and growth
Technology remains a central enabler of MAB's strategy, supporting scalable
growth without a proportional increase in cost or complexity. This enables
continuous improvement in customer outcomes while supporting delivery of the
Group's profitability targets.
While overall investment levels have now normalised, we retain flexibility
within our strategic spend to prioritise initiatives directly linked to
revenue generation, productivity gains and measurable performance
improvements. In a fast-moving technology environment, this disciplined
flexibility allows us to respond quickly where returns are clear while
maintaining capital control.
During 2025, our focus has been on embedding efficiency through structured,
connected data and digitally enabled customer journeys. By reducing handovers
and duplication across the mortgage process, our priority technology,
"Platform", is helping advisers spend more time advising and less time
processing, improving speed and certainty for customers.
We also accelerated the deployment of automation and AI to enhance adviser
capacity and strengthen case quality. AI-enabled tools are enabling faster
data capture, improved accuracy, and reduced administrative burden through
automated document handling and bank statement analysis. These capabilities
deliver meaningful time savings per case while improving compliance outcomes
by reducing resubmissions.
A key theme during the year has been scaling advice through a blended service
model. Digital engagement is used where it suits customers, while trusted
advisers focus on complex, high-value advice. Platform orchestration across
nurture, advice, and after-market engagement ensures a consistent experience
that remains personal while operating predictably at higher volume.
We also continued investing in our technology infrastructure to strengthen our
foundations. Platform is built on resilient cloud infrastructure with
enterprise-grade security, observability and disaster recovery capabilities,
ensuring that scale remains safe, repeatable and compliant in a regulated
environment. This enables partner integration at speed and low capital
intensity, with tiered access and packaged Application Programming Interface
('API's) allowing introducers to connect without bespoke complexity.
Underlying these developments is the growing strategic value of MAB's
proprietary data asset. With 25 years of customer interactions across
purchase, protection and refinance journeys, the depth of structured
operational data continues to enhance targeting, personalisation and
decision-making. Over time, this creates a compounding advantage: scale
improves insight, insight improves journeys, and better journeys drive further
engagement and value.
Looking ahead, continued investment in Platform, data and AI will further
enhance MAB's ability to grow efficiently, strengthen operating leverage and
reinforce our leadership position as the intermediary sector continues to
evolve.
MAB investments: strategy and update
MAB's business has evolved significantly since listing, and our equity
investment strategy reflects this evolution. In addition to the growth of our
AR platform, we have deliberately invested in a select group of
high-performing firms, collectively referred to as 'Invested Businesses', to
consistently create long-term value.
At the centre of this strategy is synergy. Each invested business is brought
into the Group with a clear value-creation plan across three dimensions:
revenue growth, operational optimisation and financial returns.
From a revenue growth perspective, invested businesses expand the Group's
reach by providing access to new lead sources, strengthening our geographic
footprint and broadening our product offering across the home-moving and
later-life lending landscape. These businesses benefit from the scale, brand
and Platform capabilities of MAB, while enhancing the breadth and resilience
of the Group's overall proposition.
Operational optimisation represents the second pillar of the strategy. As
businesses are integrated into the Group, we apply procurement efficiencies,
embed best-practice processes, and progressively centralise administrative and
support functions. This reduces duplication, improves consistency and enables
businesses to scale more efficiently within the MAB Platform.
The third dimension is financial performance, with a focus on generating
attractive returns on capital employed. We invest in businesses with strong
underlying economics, typically characterised by higher adviser productivity
and attractive margins. As these businesses scale within the Group, they
absorb a greater share of central costs, deliver earnings accretion and
generate surplus cash. This capital can then be reinvested in strategic
priorities, particularly in technology and platform development, reinforcing a
virtuous cycle of growth and value creation.
During 2025, our investment activity focused on consolidating minority
interests to gain greater operational control, expanding our footprint in the
South to build market share, and increasing our presence in later-life
lending. We also completed the acquisition of Dashly, the technology and data
company underpinning our mortgage monitoring and nurture capability. The
combined cash consideration for these transactions totalled £12.4m, with each
investment aligned to our capital allocation discipline.
Looking ahead, the emphasis shifts from portfolio build-out to integration and
the realisation of synergies. Our priority is to maximise the value of the
businesses we already own, while laying the foundations for further expansion
across the home-moving process as part of the MAB 3.0 strategy.
Regulatory update
In March 2025, the FCA unveiled its five-year strategy to support a pro-growth
regulation framework. The renewed emphasis on proportionate, outcomes-based
regulation is welcome for the industry and for MAB.
A central theme of this agenda has been the simplification of responsible
lending and advice rules for mortgages. Affordability stress-testing has
already eased in practice, enabling MAB's average customer to borrow an
additional £30k+, alongside increased availability of higher LTV products and
greater flexibility in loan-to-income assessments. In July, the FCA published
a Policy Statement setting out permissive reforms which should support easier
remortgaging between lenders, improve adviser-led retention beyond Product
Transfers, and provide a more efficient route for confident execution-only
borrowers who wish to self-serve.
In December, the FCA published its Feedback Statement on the Mortgage Rule
Review, setting out a roadmap to widen access to sustainable home ownership.
Further reforms under consideration include greater recognition of rental
payment history within affordability assessments, while later life lending has
been identified as a strategic priority for 2026. We believe these reforms are
well judged, striking an appropriate balance between prudence and growth. If
implemented, they should help more renters transition to first-time buyers
(FTBs) and broaden refinancing options, supporting affordability and market
mobility while creating a structural tailwind for MAB's future growth.
Regulatory momentum has also been constructive in the protection market. The
FCA's Pure Protection Market Study interim report, published in January 2026,
concludes that, in many respects, protection distribution is working well and
delivering good consumer outcomes, supported by high claims acceptance rates
and low complaint levels, and indicates that it does not envisage significant
market interventions. The FCA also notes that, on average, practices such as
'loaded premiums' or restricted panels are not creating worse pricing
outcomes, aligning with MAB's long-standing approach to panel governance and
fair value.
MAB welcomes these findings and remains committed to maintaining the highest
standards of consumer outcomes and regulatory engagement, while supporting the
continued development of the protection market and the reduction of the
protection gap.
Sustainability
During the year, we made further progress on our sustainability priorities. We
engaged a specialist consultancy partner to support the development of a
decarbonisation strategy aligned with the Science Based Targets initiative
(SBTi). We installed a solar PV system at Capital House in Derby. These
initiatives support our ambition to achieve operational net zero across Scope
1 and 2 emissions by 2035, alongside continued enhancements to governance,
oversight and disclosure in this area.
Progress against our medium-term targets
In 2025, the Board introduced a set of medium-term growth targets reflecting
our ambition to scale MAB materially over the five years to 2029 and deliver
significant value for stakeholders. These targets remain unchanged and
continue to shape our strategic focus and capital allocation decisions.
During 2025, we made encouraging progress. Revenue growth was strong,
supported by adviser expansion, improved productivity and continued momentum
in refinancing. At the same time, we maintained disciplined cash generation,
reinforcing the strength and capital-light characteristics of our model.
Profitability margins during the year reflect deliberate investment in
platform capability, protection scale and the integration of recent
acquisitions. These investments are designed to enhance operating leverage as
revenues grow, positioning the Group for sustained progression towards our
medium-term profitability objective.
Market share in new lending remained stable despite regional mix headwinds,
while total market share increased. We are confident in the opportunities
arising from our retention and productivity initiatives and believe the Group
is well positioned to continue progressing towards our ambition of doubling
market share over time.
Overall, we exit 2025 with greater scale, a more integrated platform and
improved productivity, providing a strong foundation for sustained delivery
against our medium-term growth ambitions.
Financial Review
We measure the development, performance and position of our business against a
number of key indicators:
Income statement (£m) 2025 2024 2023 2022
Revenue 318.8 266.5 239.5 230.8
Gross Profit 91.9 # 77.0 70.2 62.9
Administrative Expenses (56.2) # (45.6) (46.7) (36.0)
Profit before tax (PBT)* 22.1 22.9 16.2 17.4
Adjusted PBT* 36.3 32.0 23.2 27.2
Adjusted EBITDA* 40.4 35.1 26.7 29.1
Performance metrics (%) 2025 2024 2023 2022
Gross Margin (% revenue) 28.8% # 28.9% 29.3% 27.3%
Administrative expense (% revenue) 17.6% # 17.1% 19.5% 15.6%
Adjusted PBT (% revenue) * 11.4% 12.0% 9.7% 11.8%
Adjusted EBITDA (% revenue) * 12.7% 13.2% 11.2% 12.6%
Balance sheet & Cash flow 2025 2024 2023 2022
Unrestricted cash balance (£m) 8.1 4.2 3.0 7.2
Cash conversion* 121% 120% 119% 105%
Free cash flow (£m)* 35.5 35.7 28.0 26.6
Net debt (£m) (3.3) (9.7) (15.2) (16.2)
Leverage (x)* 0.1x 0.3x 0.6x 0.6x
Shareholder returns 2025 2024 2023 2022
Diluted Adjusted EPS (p) 44.5 39.2 29.6 37.4
Ordinary dividend (p) 22.5 28.2 28.1 28.1
Return on capital employed 9 (#_ftn9) 34% 32% 23% 36%
# Certain 2024 costs have been reclassified to better reflect the nature of
the underlying activities and the Group's integrated operating model. Further
details are included in the Financial Review.
Revenue
The Group achieved strong growth in the period, with revenue rising 19.6% to
£318.8m (2024: £266.5m). This performance reflects our strategic focus on
balancing productivity gains with measured expansion of the adviser base.
Substantially all revenue growth was organic, with M&A activity during the
year largely focused on consolidating existing investments.
Revenue continued to be generated from three core areas - mortgage procuration
fees, protection and general insurance commission, and client fees - with 2025
performance driven by growth across all income streams.
Income source (£m) 2025 2024 Change
Mortgage procuration fees 133.9 105.8 27%
Protection and General Insurance (GI) 117.5 104.7 12%
Client fees 61.3 51.2 20%
Other income 6.1 4.8 25%
Total 318.8 266.5 20%
Income mix (%) 2025 2024
Mortgage procuration fees 42% 40%
Protection and General Insurance (GI) 37% 39%
Client fees 19% 19%
Other income 2% 2%
Total 100% 100%
Procuration fees
Procuration fees increased by 27.0% to £133.9m, with growth accelerating in
the second half of the year as advisers capitalised on higher refinancing
activity. Customer retention improved, reflecting continued focus on
increasing penetration within the large, structurally attractive Product
Transfer market. The number of refinance mortgages completed during the year,
including Product Transfers, rose by 21% compared with 2024, while purchase
mortgage completions increased by 6%. The average mortgage size increased by
4% year-on-year, while the total number of mortgages completed during the year
increased by 18%.
First charge procuration fee revenue split by mortgage type % 2025 2024 Change
Purchase 60% 63% -3pp
Remortgage 27% 25% 2pp
Product Transfer 13% 11% 2pp
Total 100% 100%
Lending by mortgage type 2025 2024 Change
Purchase 51% 53% -1.1pp
Remortgage 24% 25% -0.6pp
Product Transfer 24% 22% +1.1pp
Total 100% 100%
Total number of mortgages completed 166,000 141,000 18%
Protection and General Insurance Commission
Our advisers play an important role in enhancing customer outcomes and helping
clients safeguard their homes - typically their most significant financial
commitment. Protection and general insurance commission increased by 12% to
£117.5m. This represents a solid performance given the strong growth in
Product Transfers during the year, where attachment rates are lower.
Protection and GI commission £m 2025 2024 Change
Pure Protection 102.7 90.5 13%
General Insurance 14.8 14.2 4%
Pure Protection accounted for £102.7m of commission (2024: £90.5m),
representing 87% of total insurance commission in 2025. General Insurance
contributed £14.8m (2024: £14.2m), equivalent to 13% of the total.
KPI Pure Protection 2025 2024 Change
Number of policies 10 (#_ftn10) (in thousands) 99.5 93.4 7%
Split between: Term 38% 38%
Critical 28% 29%
Illness
Income 33% 33%
protection
Protection only advisers (as at December) 182 141 29%
Pure Protection commission revenue increased by 13% year on year. Growth
reflected an increase in policy volumes and a modest increase in average
premiums. The protection mix remained broadly unchanged between 2024 and 2025.
Performance also benefited from continued investment in protection capability,
including the expansion of our team of dedicated protection advisers operating
alongside our core mortgage proposition. The number of protection-only
advisers increased 29% to 182 at December 2025 (2024: 141). Growing protection
revenue remains a key pillar of the Group's strategy, and our investment in
this area is expected to support further growth in the coming years.
Client fees
Client fees income increased 19.8% to £61.3m (2024: £51.2m), driven by
higher levels of house purchase activity in the early part of the year and
increased volumes of specialist lending, which typically attracts higher
client fee attachment rates.
Client fees from first charge mortgages rose 12% to £29.1m (2024: £26.0m),
reflecting stronger house purchase activity in the first half.
Specialist lending client fees increased 28% to £32.2m (2024: £25.2m),
principally driven by Fluent, which has returned to a clear growth trajectory.
Client fees £m 2025 2024 Change
First charge mortgages 29.1 26.0 12%
Specialised lending 11 (#_ftn11) 32.2 25.2 28%
Total 61.3 51.2 20%
Revenue split between the AR network and Invested Businesses
Both the AR Network and Invested Businesses contributed to Group revenue
growth during the year. AR Network revenue increased by 17% to £177.7m (2024:
£152.3m), while Invested Businesses grew by 23% to £141.1m (2024: £114.2m).
As a result, total revenue increased by 20% to £318.8m (2024: £266.5m). The
revenue mix between the two segments remained broadly stable year-on-year,
reflecting their complementary contribution to the Group's growth.
Growth engine (£m) 2025 2024 Change
AR Network 177.7 152.3 17%
Invested Businesses 141.1 114.2 23%
Total 318.8 266.5 20%
Growth engine (%) 2025 2024
AR Network 56% 57%
Invested Businesses 44% 43%
Total 100% 100%
Revenue per mainstream adviser (productivity)
The Group's number of mainstream advisers2 at 31 December 2025 was up 10% on
the prior year end to 2,135 (2024: 1,941), with 65% of this growth driven by
organic expansion from firms already in MAB's network, and the balance
reflecting new AR firms joining MAB. This marks the first year of material
growth since 2022, signalling increased confidence in the outlook.
Adviser productivity continued to grow, with the average revenue per
mainstream adviser for the period increasing to £157k, a 13% increase from
2024 (£139k). This is a considerable achievement, given that many new joiners
in the year will not reach full productivity until 2026.
Adviser numbers within invested businesses at the end of 2025 were 645 (2024:
495), while the AR network comprised 1,490 advisers (2024: 1,447).
2025 2024
Average number of advisers Productivity per adviser (£000s) Average number of advisers Productivity per adviser (£000s) Change in productivity
AR Network 1,463 122 1,442 106 15%
Invested Businesses 568 248 478 239 4%
Total 2,031 157 1,920 139 13%
Invested businesses by type
First charge mortgages 510 192 425 188 2%
Specialised lending 12 (#_ftn12) 58 740 53 646 15%
Total Invested Businesses 568 248 478 239 4%
Productivity growth in the AR Network increased by 15% to £122k (2024:
£106K), reflecting improved adviser effectiveness, including higher retention
and additional Product Transfers.
Productivity in Invested Businesses rose by 4% to £248k (2024: £239k). The
more modest increase reflects the strong growth in the average number of
advisers, which rose to 568 (2024: 478). Adviser recruitment was weighted
towards the second half of 2025, meaning a higher proportion of newer advisers
who have not yet reached full productivity levels.
A further breakdown of Invested Businesses illustrates the range of
productivity across lending types. While first-charge mortgages remain the
core of MAB's proposition, specialist lending delivers materially higher
revenue per case and represents a significant growth opportunity for the
Group.
Gross profit and gross profit margin
During 2025, the Group's strategic focus evolved from portfolio build-out to
deeper integration and the delivery of operational synergies across its
Invested Businesses. The implementation of a new ERP system during the year
enabled greater consistency and transparency in financial reporting across the
core MAB business, the AR Network and subsidiaries. As part of this process,
the classification of certain costs was aligned to better reflect the nature
of the underlying activities and the way in which the Group now operates as an
integrated platform.
As a result, a net £4.9m was reclassified from administrative expenses to
cost of sales. Within Invested Businesses, £4.8m of costs, primarily relating
to case administration, were reclassified from administrative expenses to cost
of sales, and £0.1m has been reclassified from administrative expenses to
cost of sales at Head Office.
For the avoidance of doubt, there was no impact on overall profitability in
2024.
2025 2024 Change
Gross Profit £m 91.9 # 77.0 19%
AR Network 44.0 39.8 11%
Invested Businesses 53.8 41.1 31%
Head office (5.8) (4.0) 47%
Gross Margin % 28.8% # 28.9% -0.1pp
AR Network 24.8% 26.1% -1.3pp
Invested Businesses 38.1% 36% +2.1pp
Head office n/a n/a n/a
Gross profit increased by 19% to £91.9m (2024: £77.0m). The gross margin
percentage remained broadly stable at 28.8% (2024: 28.9%).
AR network
AR Network gross profit increased by 11% to £44.0m (2024: £39.8m),
reflecting revenue growth across the network and continued improvements in
adviser productivity.
The gross margin percentage declined to 24.8% (2024: 26.1%), primarily due to
changes in the business mix during the year. Stronger growth in Product
Transfers and remortgaging, where protection attachment rates are typically
lower, reduced the proportion of higher-margin protection income within the
overall mix.
Invested Businesses
Invested Businesses' gross profit increased 31% to £53.8m (2024: £41.1m),
with the gross profit margin percentage improving to 38.1% (2024: 36.0%).
The consolidation of previously non-controlled minority interests during 2025
contributed £5.4m of additional gross margin. The firms consolidated were
already within MAB's network. The uplift reflects the lower adviser and
administrative cost ratio in Invested Businesses relative to the AR Network.
As most transactions completed in the second half of the year, the full annual
benefit of these is expected to support further margin progression next year.
The business mix within lending was less favourable during the year, with a
higher proportion of Product Transfers and lower protection attachment rates
reducing the contribution from higher-margin protection income. In addition,
the expansion of protection-only advisers has yet to translate fully into
profitability. These factors were partially offset by strong growth in
specialist lending at Fluent, which supported overall margin performance.
Administrative expenses
Administrative expenses are presented to reflect the cost reclassification
described within gross profit margin.
£m 2025 2024 Change
Administrative expenses 56.2 # 45.6 23%
Invested Businesses 20.7 15.3 36%
Head Office 35.5 30.3 17%
Administrative expenses % total revenue 17.6% # 17.1% 0.5pp
Invested Businesses % IB revenue 14.7% 13.4% 1.3pp
Head Office % total revenue 11.1% 11.4% (0.3)pp
Administrative expenses increased by 23% to £56.2m (2024: £45.6m),
reflecting continued investment in the business to support higher levels of
activity. As a percentage of total revenue, administrative expenses increased
modestly to 17.6% (2024: 17.1%).
Invested Businesses
Administrative expenses within Invested Businesses increased by 36% to £20.7m
(2024: £15.3m). Of the £5.4m increase, £3.5m relates to the consolidation
of acquisitions completed during the year.
As a percentage of Invested Businesses' revenue, administrative expenses
increased to 14.7% (2024: 13.4%). As most acquisitions were completed in the
second half of the year, only a partial period of associated administrative
costs has been reflected in 2025. The cost ratio is therefore expected to
increase in 2026 as these businesses are annualised within the Group, before
moderating as integration progresses and operational efficiencies are
realised.
Head Office
Head Office administrative expenses increased by £5m. The increase reflects
continued investment in people and infrastructure to support the Group's
ambitious growth plans, including key personnel hires, higher
performance-related remuneration, increased share-based payment charges and
professional services. In 2025, we also accelerated development of the Group's
Platform and the net impact of additional capitalised development cost, offset
by associated amortisation, was £1.5m.
Overall, Head Office costs remained well controlled relative to revenue
growth, highlighting the operational gearing at the Group level. The Group is
well-positioned to deliver further operational efficiencies as revenues
increase.
Adjusted Profit Before Tax (PBT) and profitability margin
Adjusted profit before tax increased 13.3% to £36.3m (2024: £32.0m),
reflecting strong revenue growth across both the AR Network and Invested
Businesses. The adjusted PBT margin was 11.4% (2024: 12.0%).
The reduction in margin reflects the changes in business mix, the timing of
acquisitions completed during the year and continued investment in Platform
development and central capabilities to enhance the Group's scalability.
The additional contribution from M&A transactions in 2025 was £1.1m. As
the majority of transactions closed in the second half, the full annualised
profitability impact has not yet been realised.
The Group has started the new financial year with a broader, more integrated
platform, well-positioned to deliver improved earnings as revenues scale.
Statutory profit before tax
Statutory profit before tax was £22.1m (2024: £22.9m). The adjustments
between statutory and adjusted PBT relate entirely to acquisition-related
costs. Adjustments in 2025 were £5.1m higher than in 2024, primarily
reflecting increased amortisation of acquired intangibles and fair value
adjustments relating to the disposal of associates, as well as to put and call
options and the redemption liability.
Taxation
The effective tax rate on adjusted profit before tax was 24.0% (2024: 25.3%),
broadly in line with the headline UK corporate tax rate. A reassessment of
R&D tax credits in 2025 resulted in an additional deferred tax liability.
The reported tax charge was £6.7m (2024: £6.8m), representing an effective
tax rate on statutory profit before tax of 30.5% (2024: 29.7%), which is above
the headline UK corporation tax rate of 25%, primarily due to disallowable
acquisition-related costs.
Earnings per share
In 2025, adjusted diluted earnings per share were 44.5p (2024: 39.2p), while
basic earnings per share were 26p (2024: 27.6p). The 18.5p difference between
adjusted and basic EPS in 2025 primarily reflects £12.5m of
acquisition-related costs, net of tax, attributable to the parent.
Balance sheet
Assets
Total assets increased by 12.8% to £181.4m (2024: £160.8m), reflecting
profitable growth, including acquisition activity during the year. Non-current
assets rose to £141.6m, driven by increases in goodwill and other intangible
assets arising from new acquisitions. Trade and other receivables also
increased, reflecting higher accrued income in line with revenue growth and
the contribution from newly-acquired businesses.
Liabilities
Total liabilities increased by 23.1% to £105.5m (2024: £85.7m), primarily
reflecting acquisition-related activity along with associated higher deferred
consideration and redemption liabilities, offset by a reduction in loans and
borrowings. Non-current liabilities rose due to additional deferred
consideration payable in respect of recent acquisitions. In contrast, current
trade and other payables increased in line with higher levels of activity and
the timing of commission payments.
Equity
Total equity increased to £75.9m (2024: £75.1m), supported by profit
generation and partly offset by dividend payments and acquisition-related
movements.
Cash flow
Cash generated from operating activities increased to £42.2m (2024: £38.6m),
reflecting higher profitability and continued cash discipline. Net cash
generated from operating activities was £34.4m (2024: £30.0m) after interest
and tax payments.
Net cash used in investing activities was £10.8m (2024: £5.0m), primarily
reflecting acquisition activity during the year, including the purchase of
subsidiaries and associates, together with continued investment in technology.
Net cash used in financing activities was to £21.1m (2024: £23.3m),
reflecting dividend payments, deferred consideration settlements and scheduled
lease and loan repayments.
As a result, cash and cash equivalents (including short-term deposits of
£400k) increased by £2.9m to £26.6m at year-end, supporting a reduction in
net debt to £3.3m (2024: £9.7m) and reinforcing the Group's disciplined
approach to capital management.
Free cash flow during the year was £35.5m (2024: £35.7m), reflecting strong
operating cash generation partly offset by higher capital expenditure. Free
cash flow is defined as operating cash flow before strategic investment,
M&A and dividends.
Adjusted Cash conversion
The Group's operations generate strong positive cash flow, as evidenced by net
cash from operating activities of £42.2m (2024: £38.6m). Adjusted cash
conversion* was 121% (2024: 120%), supporting our expectation that adjusted
cash conversion will continue to exceed 100%.
Dividend
As previously announced, the Board is pleased to confirm payment of an
ordinary dividend equivalent to of 50% of adjusted post-tax profit. This
equates to a full-year dividend of 22.5p per share (2024: 28.2p), of which
7.2p was paid at the interim stage.
Accordingly, the proposed final dividend is 15.3p per share (2024: 14.8p),
representing a cash outlay of £8.9m (2024: £8.6m). Following payment of the
dividend, the Group will continue to maintain significant surplus regulatory
reserves.
The record date for the final dividend will be 24 April 2026, with payment on
26 May 2026. The ex-dividend date will be 23 April 2026.
As previously indicated, the Board intends to adopt a progressive dividend
policy going forward.
Capital allocation
Our capital allocation framework balances investment in growth initiatives
with the delivery of sustainable shareholder returns. Our performance in 2025
is outlined below:
Financial resilience: The Group remains financially resilient, with
significant headroom of £56.7m over the regulatory capital requirement,
equivalent to 2.5% of regulated revenue in regulated entities. Net debt
reduced to £3.3m (2024: £9.7m), representing a low leverage ratio of 0.1x
(2024: 0.3x), following the £3.75m capital repayment of the Group's term loan
during the year.
Organic growth investment. Strong cash generation supported continued
investment in organic growth initiatives during the year, with strategic
expenditure of £11.9m (2024: £8.4m), strengthening our plans for sustainable
growth and futureproofing our operations.
In 2025, strategic spend of £9.1m comprised technology investment and
marketing, including investment in customer acquisition and nurture, digital
marketing and recruitment, and £2.8m to acquire full ownership of Dashly, the
technology and data company behind MAB's mortgage monitoring and nurturing
tool.
Ordinary dividends: For 2025, we expect to pay a combined £13.1m (equivalent
to 22.5p per share) to shareholders, with the final dividend payment due on 26
May 2026.
M&A: Total cash consideration for M&A activity during the year
amounted to £9.6m (2024: £9.8m, which included £7.0m satisfied through the
issue of shares), excluding £2.8m in respect of Dashly, which, for capital
allocation purposes, is treated as a technology investment within strategy
spend.
During 2025, we acquired majority ownership stakes in Heron, Evolve and
Meridian. We also invested in the expansion of First Mortgage in the South
through the acquisitions of Lucra and London-based Kinleigh Financial
Services. In addition, we acquired a majority stake in UK MoneyMan and
invested in The Mortgage Mum.
Surplus capital: In 2025, there were no additional distributions beyond
ordinary dividends.
Performance against medium-term targets
The Board's medium-term targets, announced in 2025 and presented at our
Capital Markets Day, comprise:
· Doubling revenue from 2024 levels
· Adjusted PBT margin of greater than 15%
· Adjusted cash conversion of greater than 100%
· Doubling market share in new mortgage lending
Performance in 2025 is summarised below.
Revenue
Revenue increased by 19.6% to £318.8m (2024: £266.5m). This growth reflects
strong underlying performance across both the AR Network and Invested
Businesses, supported by adviser growth, productivity improvement and
increased refinance activity.
Adjusted PBT margin
Adjusted
PBT margin was 11.4% (2024: 12.0%). The movement primarily reflects:
· Business mix effects, including higher Product Transfer volumes
· The timing of acquisitions completed during the year
· Adviser recruitment and productivity lag
· Continued investment in platform development and central capabilities
As acquisitions are annualised and integration synergies are realised,
operating leverage is expected to improve, supporting margin progression over
time.
Adjusted cash conversion
Adjusted cash conversion was 121% (2024: 120%), comfortably above the Group's
medium-term target of greater than 100%. The strength of cash generation
reflects attractive working capital dynamics and the capital-light
characteristics of our business model.
Market share
MAB's share of new mortgage lending remained stable at 8.4% (2024: 8.4%),
while total mortgage market share increased to 5.8% (2024: 5.7%).
The stability in new lending share, despite regional mix headwinds, and the
growth in total share reflect the Group's expanding refinance capability and
improving customer retention. Adviser growth and expanded lead access provide
further opportunities to progress towards the ambition of doubling market
share in new mortgage lending over the medium term.
Corporate Information
The financial information for the year ended 31 December 2025 and the year
ended 31 December 2024 does not constitute the company's statutory accounts
for those years.
The statutory accounts for the year ended 31 December 2024 have been delivered
to the Registrar of Companies. The statutory accounts for the year ended 31
December 2025 will be delivered to the Registrar of Companies in due course.
The auditor's report on the accounts for the year ended 31 December 2024 and
31 December 2024 were unqualified, did not draw attention to any matters by
way of emphasis, and did not contain a statement under sections 498(2) or
498(3) of the Companies Act 2006.
Consolidated statement of comprehensive income for the year ended 31 December
2025
2025 2024
Note £'000 £'000
Revenue 4 318,765 266,537
Cost of sales 5 (226,819) (189,576)
Gross profit 91,946 76,961
Administrative expenses (56,192) (45,571)
Share of profit from associates 16 1,149 1,315
Costs relating to acquisition options 6 (2,866) (2,732)
Amortisation of acquired intangibles 6 (7,203) (5,160)
Acquisition costs 6 (826) (89)
Net loss on disposal of associate 16 (1,165) -
Exceptional items (150) -
Net (loss)/gain on fair value measurement of derivative financial instruments 16 (141) 21
Operating profit 7 24,552 24,745
Finance income 9 530 585
Finance expense 9 (1,143) (1,267)
Unwinding of redemption liability 6 (1,140) (626)
Net loss on remeasurement of redemption liability 6 (700) (551)
Profit before tax 22,099 22,886
Tax expense 10 (6,741) (6,804)
Profit for the year 15,358 16,082
Total comprehensive income 15,358 16,082
Profit is attributable to:
Equity owners of the Parent Company 15,074 15,896
Non-controlling interests 284 186
15,358 16,082
Earnings per share attributable to the owners of the Parent Company
Basic 11 26.0p 27.6p
Diluted 11 25.8p 27.4p
Adjusted measures
Adjusted EBITDA 40,372 35,103
Adjusted profit before tax 36,290 32,023
Adjusted diluted earnings per share 44.5p 39.2p
Further details of adjusted measures are provided within the Glossary of
Alternative Performance Measures.
Consolidated statement of financial position as at 31 December 2025
2025 2024
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 13 5,578 5,047
Right of use assets 14 6,686 3,960
Goodwill 15 69,742 53,885
Other intangible assets 15 53,869 48,381
Investments in associates and joint venture 16 4,990 14,818
Derivative financial instruments 16 - 212
Trade and other receivables 17 692 1,089
Total non-current assets 141,557 127,392
Current assets
Trade and other receivables 17 13,259 9,763
Cash and cash equivalents 18 26,187 23,675
Short term deposits 18 431 -
Total current assets 39,877 33,438
Total assets 181,434 160,830
Equity and liabilities
Share capital 24 58 58
Share premium 24 55,163 55,163
Capital redemption reserve 24 20 20
Share option reserve 24 7,336 4,312
Retained earnings 24 11,564 14,109
Equity attributable to owners of the Parent Company 74,141 73,662
Non-controlling interests 1,758 1,433
Total equity 75,899 75,095
Liabilities
Non-current liabilities
Trade and other payables 19 7,068 2,979
Redemption liability 6 8,892 3,970
Lease liabilities 14 5,614 3,377
Derivative financial instruments 16 - 71
Loans and borrowings 20 - 8,735
Deferred tax liability 23 12,527 11,385
Total non-current liabilities 34,101 30,517
Current liabilities
Trade and other payables 19 43,509 36,503
Clawback liability 22 15,116 12,591
Lease liabilities 14 1,212 843
Loans and borrowings 20 11,427 5,102
Corporation tax liability 170 179
Total current liabilities 71,434 55,218
Total liabilities 105,535 85,735
Total equity and liabilities 181,434 160,830
The notes that follow form part of these financial statements.
The financial statements were approved by the Board of Directors on 17 March
2026.
P Brodnicki E
McCarthy
Director
Director
Consolidated statement of changes in equity for the year ended 31 December
2025
Attributable to owners 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 year - - - - 15,896 15,896 186 16,082
Total comprehensive income - - - - 15,896 15,896 186 16,082
Transactions with owners
Acquisition of non-controlling interests 6 1 7,008 - (2,544) (1,730) 2,735 (2,735) -
Share-based payment transactions 28 - - - 1,682 - 1,682 - 1,682
Current and deferred tax recognised in equity 10, 23 - - - (692) 10 (682) - (682)
Reserve transfer 28 - - - (179) 179 - - -
Dividends paid 12,30 - - - - (16,167) (16,167) (229) (16,396)
Total transactions with owners 1 7,008 - (1,733) (17,708) (12,432) (2,964) (15,396)
Balance at 31 December 2024 58 55,163 20 4,312 14,109 73,662 1,433 75,095
and 1 January 2025
Profit for the year - - - - 15,074 15,074 284 15,358
Total comprehensive income - - - - 15,074 15,074 284 15,358
Transactions with owners
Acquisition of non-controlling interests 6 - - - - (2,041) (2,041) (254) (2,295)
Acquisition of subsidiaries - - - - (3,082) (3,082) 1,496 (1,586)
Share-based payment transactions 28 - - - 3,226 - 3,226 - 3,226
Current and deferred tax recognised in equity 10, 23 - - - 4 49 53 - 53
Reserve transfer 28 - - - (206) 206 - - -
Dividends paid 12,30 - - - - (12,751) (12,751) (1,201) (13,952)
Total transactions with owners - - - 3,024 (17,619) (14,595) 41 (14,554)
Balance at 31 December 2025 58 55,163 20 7,336 11,564 74,141 1,758 75,899
Consolidated statement of cash flows for the year ended 31 December 2025
2025 2024
Note £'000 £'000
Cash flows from operating activities
Profit for the period before tax 22,099 22,886
Adjustments for:
Depreciation of property, plant and equipment 13 1,132 1,133
Depreciation of right of use assets 14 979 718
Amortisation of intangibles 15 8,561 5,707
Unwinding of loan arrangement fees 33 59 68
Gain on disposal of fixed assets and leases (50) (4)
Share-based payments 28 4,406 2,552
Share of profit from associates 16 (1,149) (1,315)
Net loss on remeasurement of redemption liability 6 700 551
Unwinding of redemption liability 6 1,140 626
Loss/(Gain) on fair value movements taken to profit and loss 16 141 (21)
Net loss on disposal of Associates 15 1,165 -
Dividends received from associates 16 786 798
R&D tax credit (692) -
Gain on bargain purchase 3 (236) -
Finance income 9 (530) (585)
Finance expense 9 1,143 1,267
39,654 34,381
Changes in working capital
Increase in trade and other receivables 17 (2,554) (1,178)
Increase in trade and other payables 19 4,653 3,168
Increase in clawback liability 22 471 2,260
Cash generated from operating activities 42,224 38,631
Income taxes paid (8,131) (6,599)
Interest received 530 585
Acquisition of non-controlling interests 6 (249) (2,585)
Net cash generated from operating activities 34,374 30,032
Cash flows from investing activities
Purchase of property, plant and equipment 13 (1,228) (381)
Direct costs relating to right of use remeasurement 14 - (45)
Purchase of intangibles 15 (5,014) (2,614)
Acquisition of subsidiaries, net of cash acquired 3 (2,439) -
Acquisition of associates 16 (1,663) (2,000)
Placement of short term deposits 18 (431) -
Net cash used in investing activities (10,775) (5,040)
Cash flows from financing activities
Repayment of borrowings 33 (2,300) (4,350)
Settlement of loans and accrued interest on acquisition 3 (707) -
Interest paid (1,312) (1,397)
Principal element of lease payments 33 (1,072) (865)
Acquisition of non-controlling interests 6 (1,744) (249)
Dividends paid to Company's shareholders 12 (12,751) (16,167)
Dividends paid to non-controlling interests (1,201) (229)
Net cash used in financing activities (21,087) (23,257)
Net increase in cash and cash equivalents 2,512 1,735
Cash and cash equivalents at the beginning of the period 23,675 21,940
Cash and cash equivalents at the end of the period 26,187 23,675
Notes to the consolidated financial statements for the year ended 31 December
2025
1. Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out below. The policies have been
consistently applied to all the years presented.
The consolidated financial statements are presented in Great British Pounds
and all amounts are rounded to the relevant thousands, unless otherwise
stated.
These financial statements have been prepared in accordance with UK-adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 that are applicable to companies that prepare financial
statements in accordance with IFRS.
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in applying the Group's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements and their effect are disclosed in note
2.
The financial statements have been prepared on a historical cost basis, except
for derivative financial instruments that have been measured at fair value.
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report as set out earlier in these financial statements. The financial
position of the Group, its cash flows and liquidity position are also set out
in the Strategic Report as set out earlier in these financial statements.
The Group made an operating profit of £24.6m during 2025 (2024: £24.7m) and
had net current liabilities of £31.6m as at 31 December 2025 (31 December
2024: £21.8m) and equity attributable to owners of the Group of £74.1m (31
December 2024: £73.7m).
Going concern
The Directors have assessed the Group's prospects until 31 December 2027,
taking into consideration the current operating environment, including the
impact of geopolitical and macroeconomic uncertainty and inflationary
pressures on property and lending markets. The Directors' financial modelling
considers the Group's profit, cash flows, regulatory capital requirements,
borrowing covenants and other key financial metrics over the period.
These metrics are subject to sensitivity analysis, which involves flexing a
number of key assumptions underlying the projections, including the effect of
geopolitical and macroeconomic uncertainty and inflationary pressures and
their impact on the UK property and lending markets and the Group's business
volumes and revenue mix, which the Directors consider to be severe but
plausible stress tests on the Group's cash position, banking covenants and
regulatory capital adequacy. 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.
Based on the results of the financial modelling, the Directors expect that the
Group will be able to continue in operation and meet its liabilities as they
fall due over this period. Accordingly, the Directors continue to adopt the
going concern basis for the preparation of the financial statements.
The impact of climate risk on accounting estimates
In preparing the financial statements, the Directors have considered the
impact of climate change, taking into account the relevant disclosures in the
Strategic Report, relevant legislation and regulations.
The Group has assessed climate-related risks, covering both physical risks and
transition risks.
Many of the effects arising from climate change will be longer term in nature
with an inherent level of uncertainty and have limited impact on accounting
estimates for the current period.
Climate change may also have an impact on the carrying value of goodwill but
the potential impact of climate related risks on the Group's impairment
assessment is considered sufficiently remote at this point in time and
therefore no sensitivity analysis has been performed.
Changes in accounting policies
New standards, interpretations and amendments effective for the year ended 31
December 2025
The Group applied a number of standards and interpretations for the first time
in 2025 but these did not have an impact on the consolidated financial
statements of the Group. The Group has not early adopted any standards,
interpretations or amendments that have been issued but are not yet effective.
Future new standards and interpretations
A number of new standards and amendments will be effective for future annual
and interim periods, and therefore have not been applied in preparing these
consolidated financial statements. At the date of authorisation of these
financial statements, the following standards and interpretations, which have
not been applied in these financial statements, were in issue but not yet
effective:
IFRS S1 - General Requirements for Disclosure of Sustainability-related
Financial Information
IFRS S2 - Climate-related Disclosures
UK Sustainability Reporting Standards UK SRS S1 and UK SRS S2 were published
on 25 February 2026, following the UK Government's decision to endorse IFRS S1
and IFRS S2 for voluntary use in the UK. The final UK SRS are based on IFRS
S1/S2 but include limited UK-specific amendments.
These standards are not currently mandatory for the Group's financial
statements. The FCA has consulted on moving listed issuers from current
TCFD-aligned reporting to mandatory reporting against UK SRS S2 (with relevant
UK SRS S1 provisions), with an indicative application for accounting periods
beginning on or after 1 January 2027 (subject to final rules). The Group has
not early-adopted UK SRS S1/S2 for these financial statements.
IFRS 18 - Presentation and disclosure in financial statements
IFRS 18, issued in April 2024, will replace IAS 1 Presentation of Financial
Statements and introduces new requirements for presentation and disclosure in
the financial statements, including the structure of the statement of profit
or loss, management-defined performance measures, and principles for
aggregation and disaggregation. The standard is effective for annual reporting
periods beginning on or after 1 January 2027. The Group is assessing the
impact of IFRS 18 and has not yet concluded on the effect of its adoption.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19, issued in May 2024, permits eligible subsidiaries to apply reduced
disclosure requirements while continuing to apply the recognition, measurement
and presentation requirements of other IFRS Accounting Standards. The standard
is effective for annual reporting periods beginning on or after 1 January
2027. The Group is assessing whether IFRS 19 will be relevant for any entities
within the Group and has not yet concluded on its potential impact.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
The amendments to IFRS 9 and IFRS 7, issued in May 2024, clarify certain
requirements relating to the classification and measurement of financial
instruments and introduce additional disclosure requirements in specific
areas. The amendments are effective for annual reporting periods beginning on
or after 1 January 2026. The Group is assessing the impact of these amendments
and has not yet concluded on the effect of their adoption.
Current vs non-current classification
The Group presents assets and liabilities in the consolidated statement of
financial position based on current/non-current classification. An asset is
current when it is:
• Expected to be realised or intended to be sold or consumed in
the normal operating cycle.
• Held primarily for the purpose of trading.
• Expected to be realised within twelve months after the reporting
date.
All other assets are classified as non-current.
A liability is non-current when the Company has the right to defer settlement
for at least 12 months after the end of the reporting date. All other
liabilities are classified as current.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables approximates their fair value.
Basis of consolidation
Subsidiaries
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the consolidated statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included in the
consolidated statement of comprehensive income from the date on which control
is obtained. They are deconsolidated from the date on which control ceases.
Non-controlling interests
The Group recognises non-controlling interests in an acquired entity either at
fair value or at the non-controlling interest's proportionate share of the
acquired entity's net identifiable assets. This decision is made on an
acquisition-by-acquisition basis. For the non-controlling interests in
Project Finland Topco Limited, Aux Group Limited, M&R FM Ltd, Heron
Financial Limited, and UK Moneyman Limited, the Group elected to recognise the
non-controlling interests at its proportionate share of the acquired net
identifiable assets and will be derecognised if the entity become a 100% owned
subsidiary of the Group. There are no other non-controlling interests. See
note 1 for the Group's accounting policies for business combinations.
Associates
Where the Group has the power to participate in, but not control the financial
and operating policy decisions of another entity, it is classified as an
associate where the Group holds between 20% and 49% of the voting rights or if
evidence of significant influence can be clearly demonstrated. The Group
regularly reassesses the circumstances of each associate to confirm that the
treatment the classification as an associate remains appropriate. Associates
are initially recognised in the consolidated statement of financial position
at cost. Subsequently, associates are accounted for using the equity method,
where the Group's share of post acquisition profits and losses and other
comprehensive income is recognised in the consolidated statement of
comprehensive income (except for losses in excess of the Group's investment in
the associate unless there is an obligation to make good those losses). ''
Accounting policies for equity-accounted investees have been adjusted to
conform the accounting policies of the associate to the Group's accounting
policies. Profits and losses arising on transactions between the Group and its
associates are recognised only to the extent of unrelated investors' interests
in the associate. The investor's share in the associate's profits and losses
resulting from these transactions is eliminated against the carrying value of
the associate.
Any premium paid for an associate above the fair value of the Group's share of
the identifiable assets, liabilities and contingent liabilities acquired is
capitalised and included in the carrying amount of the associate. Where there
is objective evidence that the investment in an associate has been impaired
the carrying amount of the investment is tested for impairment. More
information on the assessment of impairment in associates is included in note
2.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable
costs.
Depreciation is provided on all items of property, plant and equipment, except
freehold land at rates calculated to write off the cost of each asset on a
straight-line basis over their expected useful lives, as follows:
Freehold land Not depreciated
Freehold buildings 36 years
Fixtures and fittings 5 or 10 years
Computer equipment 3 years
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised in the consolidated statement of
comprehensive income. The Directors reassess the estimated residual values and
useful economic lives of the assets at least annually.
Other intangible assets
Intangible assets other than goodwill acquired by the Group comprise licences,
the website software, acquired technology, customer
relationships, lender and introducer relationships and trademarks and brands
and are stated at cost less accumulated amortisation and impairment losses.
Software development can include both third party costs and internal staff
costs. Software development is only capitalised once development of the
intangible has commenced, where technical feasibility of the project has been
confirmed, and where it is probable the asset will generate future economic
benefits. All costs prior to this are expensed in the period. Software
development assets that are not yet available for use are tested for
impairment on an annual basis.
Amortisation is charged to the consolidated statement of comprehensive income
on a straight-line basis over the period of the licence agreements or the
asset's expected useful life, commencing when the asset is available for use.
The Group reviews the expected useful lives of assets with finite lives at
least annually, and provides amortisation on intangible assets to write off
the cost of each asset over its expected useful life as follows:
Licenses 6 years
Website 3 years
Acquired websites 10 years
Software development 3 years
Acquired technology 3 to 10 years
Customer relationships 5 to 10 years
Trademarks and brands 6 months to 11 years
Lender and introducer relationships 2 to 14 years
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite
useful economic lives are undertaken annually at the financial year end or
whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Other intangible assets are tested for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Where the carrying value of the asset
exceeds its recoverable amount (i.e. the higher of value in use and fair value
less costs to sell), the
asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual
asset, the impairment test is carried out on the smallest group of assets to
which it belongs for which there are separately identifiable cash flows, its
cash generating units ('CGUs'). Goodwill is allocated on initial recognition
to each of the Group's CGUs that are expected to benefit from the synergies of
the combination giving rise to the goodwill.
Impairment charges are included in consolidated statement of comprehensive
income except to the extent that they reverse gains previously recognised in
other comprehensive income. An impairment loss for goodwill is not reversed.
Financial assets
In the consolidated statement of financial position, the Group classifies its
financial assets at amortised cost only if both of the following
criteria are met:
• the asset is held within a business model whose objective is to
collect the contractual cash flows; and
• the contractual terms give rise to cash flows that are solely
payments of principal and interest.
All other financial assets are classified as fair value through profit or
loss.
Loans and trade receivables
Loans and trade receivables are non-derivative financial assets with fixed or
determinable payments which arise principally through the Group's trading
activities, and these assets arise principally to collect contractual cash
flows and the contractual cash flows are solely payments of principal and
interest. They are initially recognised at fair value plus transaction costs
that are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest rate
method, less provision for
impairment.
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 on an individual receivable balance. This probability
is then multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For
trade receivables, which are reported net, such provisions are recorded in a
separate provision account with the loss being recognised within cost of sales
in the consolidated statement of comprehensive income. On confirmation that
the trade receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
Impairment provisions for loans to associates and other parties 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.
Derivative financial instruments
Derivative financial instruments comprise option contracts to acquire
additional ordinary share capital of associates of the Group. Derivative
financial instruments are carried at fair value, with gains and losses arising
from changes in fair value taken directly to the statement of comprehensive
income. Fair values of derivatives are determined using valuation techniques,
including option pricing
models.
Financial liabilities
Trade and other payables are recognised initially at fair value and
subsequently carried at amortised cost.
Loans and other borrowings
Loans and other borrowings comprise the Group's bank loans including any bank
overdrafts. Loans and other borrowings are recognised
initially at fair value net of any directly attributable transaction costs.
After initial recognition, loans and other borrowings are subsequently carried
at amortised cost using the effective interest rate method.
Leases
The Group leases a number of properties from which it operates and office
equipment. Rental contracts are typically made for fixed
periods of five to ten years, with break clauses negotiated for some of the
properties.
Contracts may contain both lease and non-lease components. The Group allocates
the consideration in the contract to the lease and non-lease components based
on their relative stand-alone prices.
Payments associated with short-term leases and leases of low value assets will
continue to be recognised on a straight-line basis as an expense in the
statement of comprehensive income.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
• fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
• variable lease payments that are based on an index or a rate,
initially measured using the index or rate as at the commencement date;
• and
• payments of penalties for terminating the lease, if the lease
term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments are
discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Group,
the Group's incremental borrowing rate is used, being the rate that the Group
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right of use asset in a similar economic environment with similar
terms, security and conditions.
To determine the incremental borrowing rate, the Group:
• where possible, uses recent third-party financing received by
the individual lessee as a starting point, adjusted to reflect changes in
• financing conditions since third party financing was received;
• where it does not have recent third-party financing, the Group
uses a build-up approach that starts with a risk-free interest rate adjusted
• for credit risk for leases held by the Group; and
• makes adjustments specific to the lease, e.g. term, country and
security.
Right of use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability,
• any lease payments made at or before the commencement date less
any lease incentives received, and
• any initial direct costs.
• Right of use assets are depreciated over the shorter of the
asset's useful life and the lease term on a straight-line basis. The Group
does not revalue its land and buildings that are presented within property,
plant and equipment, and has chosen not to do so for the right of use
• buildings held by the Group.
Variable lease payments
When the Group is exposed to potential future increases in variable lease
payments based on an index or rate, they are not included in the lease
liability until they take effect. When adjustments to lease payments based on
an index or rate take effect, the lease liability is reassessed and adjusted
against the right of use asset.
Extension and termination options
Termination options are included in a number of the leases across the Group.
These are used to maximise operational flexibility in terms of managing the
assets used in the Group's operations. The majority of termination options
held are exercisable only by the Group and not by the respective lessor.
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
Remeasurement
The Group will remeasure a lease when there has been a contractual variation
that amends the scope or length of the lease or in cases where there is a
change in the Group's intention to exercise a break option or clause that
exists in the contract. The lease liability will be remeasured using the new
interest rate implicit in the lease or a revised incremental borrowing rate if
the interest rate implicit in the lease isn't readily determined.
When the lease liability is remeasured, an equivalent adjustment is made to
the right of use asset unless its carrying amount is reduced to nil, in which
case any remaining amount is recognised within administrative expenses within
the consolidated statement of comprehensive income.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregate of the consideration
transferred, which is measured at the fair value on acquisition date, and the
amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests
in the acquiree at fair value or at the proportionate share of the acquiree's
identifiable net assets. Acquisition-related costs are expensed as incurred.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date. Contingent consideration
classified as equity is not remeasured and its subsequent settlement is
accounted for within equity. Contingent consideration classified as a
liability that is a financial instrument and within the scope of IFRS 9
Financial Instruments, is measured at fair value with the changes in fair
value recognised in the statement of profit or loss in accordance with IFRS 9.
Other contingent consideration that is not within the scope of IFRS 9 is
measured at fair value at each reporting date with changes in fair value
recognised in profit or loss.
Goodwill is initially measured at cost (being the excess of the aggregate of
the consideration transferred and the amount recognised for non-controlling
interests and any previous interest held over the net identifiable assets
acquired and liabilities assumed). If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group
re-assesses whether it has correctly identified all of the assets acquired and
all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the reassessment still
results in an excess of the fair value of net assets acquired over the
aggregate consideration transferred, then the gain is recognised in the
consolidated statement of comprehensive income.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from other assets or groups
of assets (cash-generating units).
Goodwill is capitalised as an intangible asset with any impairment in carrying
value being charged to the consolidated statement of comprehensive income.
Where the fair value of identifiable assets, liabilities and contingent
liabilities exceed the fair value of consideration paid, the excess is
credited in full to the consolidated statement of comprehensive income on the
acquisition date.
Where goodwill has been allocated to the Group's cash-generating units and
part of the operation within the unit is disposed of, the goodwill associated
with the disposed operation is included in the carrying amount of the
operation when determining the gain or loss on disposal. Goodwill disposed in
these circumstances is measured based on the relative values of the disposed
operation and the portion of the cash generating unit retained.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is remeasured to fair value at the subsequent acquisition date. Any
gains or losses arising from such remeasurement are recognised in profit or
loss.
Where a business combination is for less than the entire issued share capital
of the acquiree and there is an option for the acquirer to purchase the
remainder of the issued share capital of the business and/or for the vendor to
sell the rest of the entire issued share capital of the business to the
acquirer, then the acquirer will assess whether a non-controlling interest
exists and also whether the instrument(s) fall within the scope of IFRS 9
Financial Instruments and is/are measured at fair value with the changes in
fair value recognised in the statement of profit or loss in accordance with
IFRS 9.
Options that are not within the scope of IFRS 9 and are linked to service will
be accounted for under IAS 19 Employee Benefits and/or IFRS 2 Share-based
Payments as appropriate.
IFRS 3 prohibits the recognition of contingent assets acquired in a business
combination. No contingent assets are recognised by the Group in business
combinations even if it is virtually certain that they will become
unconditional or non-contingent.
Provisions
A provision is recognised in the statement of financial position when the
Group has a present legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation.
Share capital
Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity instruments. Incremental
costs directly attributable to the issue of new
shares are shown in share premium as a deduction from the proceeds.
Revenue
The Group recognises revenue from the following main sources:
• Mortgage procuration fees paid to the Group by lenders either
via the L&G Mortgage Club or directly for the arrangement of mortgage
contracts between customers and lenders
• Insurance commissions from advised sales of protection and
general insurance policies.
• Client fees paid by the underlying customer for the provision of
advice on mortgages, other loans and protection.
• Other Income comprising income from services provided to
directly authorised entities and ancillary services such as conveyancing and
surveying.
Mortgage procuration fees, insurance commissions and client fees are included
at the amounts received by the Group in respect of all services provided. The
Group operates a revenue share model with its external trading partners and
therefore commissions are paid in line with the Group revenue recognition
policy and are included in cost of sales.
Mortgage procuration fees
Mortgage procuration fees are recognised at a point in time when the Group has
satisfied its performance obligation, being the successful arrangement of a
mortgage, and has a present right to consideration. This is typically when
commission is approved for payment by L&G Mortgage Club or directly by the
lender which is the point at which all performance obligations have been met
as a contract has been arranged by a broker between the lender and the
customer.
Insurance commissions
Insurance commissions recognised when the Group satisfies its performance
obligation, being the successful arrangement of a policy, which occurs at the
point in time when the policy is in force and accepted by both the customer
and the insurer and the Group has a present right to consideration
Life insurance commissions are typically paid on an indemnity basis and are
subject to clawback by the insurance provider if the underlying policy lapses,
is cancelled or otherwise does not remain in force during the contractual
indemnity period, usually four years. Such commission gives rise to variable
consideration. The amount of revenue recognised reflects the consideration to
which the Group expects to be entitled, constrained to the amount for which it
is highly probable that a significant reversal of cumulative revenue
recognised will not occur when the uncertainty is subsequently resolved.
The Group recognises a refund liability for expected future clawbacks in
respect of commission income previously recognised. The refund liability is
measured based on expected policy lapse and cancellation experience over the
relevant clawback period, using historical data adjusted where appropriate for
current conditions and expected trends. The estimate of variable consideration
and the related refund liability are reassessed at each reporting date and
changes in the estimate are recognised in revenue in the period of
reassessment. More information on the clawback liability is included in note
2.1(b).
Client fees and Other income
Client fees and Other income are recognised at a point in time when the
related service has been provided or the relevant transaction has been
completed, such that the Group has satisfied its performance obligation and
obtained an enforceable right to consideration. Revenue is recognised in the
amount to which the Group expects to be entitled in exchange for those
services.
Taxation
Income tax comprises current and deferred tax. Income tax is recognised in the
consolidated statement of comprehensive income. Other than if it relates to
items recognised directly in equity in which case it is also recognised
directly in equity.
Current tax is the expected tax payable on the taxable income for the year
using tax rates enacted or substantively enacted by the statement of financial
position date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date.
Deferred tax assets and liabilities are recognised for all taxable temporary
differences, except for when:
• The difference arises from the initial recognition of goodwill
or an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss.
• In respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint arrangements,
deferred tax assets are recognised only to the extent that it is probable that
the temporary differences will reverse in the for
• seeable future and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that enough taxable
profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised
outside profit or loss. Deferred tax items are recognised in correlation to
the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying
the criteria for separate recognition at that date, are recognised
subsequently if new information about facts and circumstances change. The
adjustment is either treated as a reduction in goodwill (as long as it does
not exceed goodwill) if it was incurred during the measurement period or
recognised in profit or loss.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
• the same taxable Group company; or
• different company entities which intend either to settle current
tax assets and liabilities on a net basis, or to realise the assets and settle
• the liabilities simultaneously, in each future period in which
significant amounts of deferred tax assets and liabilities are expected to be
settled or recovered.
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.
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 period to 31 December 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.
Dividends
Dividends are recognised when they become legally payable. In the case of
interim dividends to equity shareholders, this is when they are
paid. In the case of final dividends, this is when they are approved by the
shareholders.
Share-based payments
(a) Equity-settled transactions
Where equity-settled share options are awarded to employees, the fair value of
the options at the date of grant is charged to the statement of comprehensive
income over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest.
Non-vesting conditions and market vesting conditions are factored into the
fair value of the options granted. As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting
conditions are satisfied. The cumulative expense is not adjusted for failure
to achieve a market vesting condition or where a non-vesting condition has
been satisfied.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the statement of comprehensive
income over the remaining vesting period.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the statement of comprehensive
income over the remaining vesting period.
(b) Acquisition related Cash-settled transactions
A liability is recognised for the fair value of cash-settled transactions. The
fair value is measured initially at the date of the grant and is subsequently
remeasured at each reporting date up to and including the settlement date. The
fair value is expensed over the period until the vesting date with a
corresponding increase in liabilities. The fair value is determined using a
discounted net present value model, with estimates over service and
performance conditions updated to reflect management's best estimate of the
awards expected to vest at
each reporting date.
2. Accounting estimates and judgements
2.1 Critical accounting estimates and judgements
The preparation of the financial statements requires estimates and assumptions
to be made that affect the reported values of assets, liabilities, revenues
and expenses. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the year in which
the estimate is revised and in any future years affected. In applying the
Group's accounting policies described above, the directors have identified
that the following areas are the key estimates that have a significant risk of
resulting in a material adjustment to the carrying value of assets and
liabilities in the next financial year.
(a) Put and call options in connection with acquisitions
When the Group makes an acquisition of less than 100% of the entire issued
share capital of an entity, in certain cases it has entered into a put and
call option agreement to acquire the remaining share capital of that entity
after a certain amount of time. The fair value of the put and call option will
need to be determined in accounting for the instrument which involves certain
estimates regarding the future financial performance of the entity, including
EBITDA or profit before tax. The options are recognised as either a Redemption
Liability (see Note 5) or within accruals (see Note 19).
The carrying value of the liabilities relating to acquisition options,
recorded within Note 19 under accruals, are as follows:
2025 2024
IAS19 Service Charge Accrual IFRS2 Option Charge Accrual IAS19 Service Charge Accrual IFRS2 Option Charge Accrual
£'000 £'000 £'000 £'000
Project Finland Topco Ltd - 1,494 - 1,055
Aux Group Ltd - - - 289
UK Moneyman Limited 41 - - -
Heron Financial Limited 444 - - -
Total 485 1,494 - 1,344
Where amounts payable on exercise of the option are contingent upon continued
employment, it is treated as remuneration accounted for under IFRS2 or IAS19.
Any non-contingent element is treated as consideration and accounted for under
IAS 32.
The sensitivity of the fair values to changes in the relevant financial
performance metric within put and call option agreements are as follows:
Increase in liability
Change in base assumption £m
IAS19 service accrual +20.0% (proportionate) 0.1
IFRS 2 option accrual +20.0% (proportionate) 0.7
Redemption liability +20.0% (proportionate) 1.8
(b) Clawback liability
The clawback liability relates to the estimated value and timing of repaying
commission received up front on protection policies that may lapse in a period
of up to four years following inception. The liability balance is calculated
using a model that has been developed over several years. The model uses a
number of factors including the total 'unearned' commission (i.e. that could
still be subject to clawback) at the point of calculation, the age profile of
the commission received, yearly estimates of future lapse rates, and the
success of the Appointed Representatives in preventing lapses and/or
generating new income at the point of a lapse. The measurement of the related
refund liability requires management to estimate lapse rates over the
indemnity period and recovery rates, based on historical experience adjusted
for current conditions and expected near-term trends.
A 0.5% change (absolute) in lapse rates causes a £0.5m change in the
liability. A 2% change (absolute) in the recoveries rate causes a £0.4m
change in the liability. More information is included in note 22.
(c) Impairment of Goodwill
For the purposes of impairment testing Goodwill is grouped at the lowest
levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets
(cash-generating units) with impairment test undertaken at least annually at
the financial year end or whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. Other intangible assets are
tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. The recoverable amount of the
assets is the higher of an asset's or CGU's fair value less cost of disposal
and its value in use.
Value in use calculations are utilised to calculate recoverable amounts of a
CGU. Value in use is calculated as the net present value of the projected
pre-tax cash flows of the CGU in which the relationships, technology and brand
is contained. The net present value of cash flows is calculated by applying a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to that asset.
The key assumptions used in respect of value in use calculations are those
regarding growth rates and anticipated changes to revenues and expenses during
the period covered by the calculations as well as the discount rate used in
the value in use calculation. Changes to revenue and expenses are based upon
management's expectation and actual outcomes may vary. Forecast cash flows are
derived from the Group's forecast model, extrapolated for future years, and
assume a terminal growth rate of 2.5% (2024: 2.5%), which management considers
reasonable given the Group's historic growth rates and its market share growth
model.
The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment. The recoverable amount is determined based on value
in use calculations. The use of this method requires the estimation of future
cash flows and the choice of a discount rate in order to calculate the present
value of the cash flows. Actual outcomes may vary. More information including
carrying values is included in note 15.
(c) Acquisitions and business combinations
When an acquisition arises, the Group is required under UK-adopted
International Accounting Standards to calculate the Purchase Price Allocation
("PPA"). The PPA requires companies to report the fair value of assets and
liabilities acquired and it establishes useful lives for identified assets.
The identification and the valuation of the assets and liabilities acquired
involves estimation and judgement when determining whether the recognition
criteria are met.
Subjectivity is also involved in the PPA with the estimation of the future
value of relationships, technology, brand and goodwill. The fair value of
separately identifiable intangible assets acquired during the year was £9.0m
(2024: £nil), with the key assumptions used to calculate these fair values
being those around the estimated useful lives of the acquired customer
relationships, introducer relationships and technology, the estimated future
cash flows expected to arise from these relationships and technology and the
appropriate discount rate to be used to discount these cash flows to their
present value. Residual goodwill totalling £15.9m (2024: £nil) has been
accounted for during the year.
2.1 Other Accounting Estimates and Judgements
The preparation of the financial statements requires estimates and assumptions
to be made that affect the reported values of assets, liabilities, revenues
and expenses. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the year in which
the estimate is revised and in any future years affected. In applying the
Group's accounting policies described above, the directors have identified
that the following areas that are deemed as significant to the understanding
of the financial statements but are not materially subjective to management
assumptions.
(a) Impairment of other intangibles
For the purposes of impairment testing other intangible assets are grouped at
the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from other assets or groups
of assets (cash-generating units). Other intangible assets are tested for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. The recoverable amount of the assets
is the higher of an asset's or CGU's fair value less cost of disposal and its
value in use.
Value in use calculations are utilised to calculate recoverable amounts of a
CGU. Value in use is calculated as the net present value of the projected
pre-tax cash flows of the CGU in which the relationships, technology and brand
is contained. The net present value of cash flows is calculated by applying a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to that asset. The use of this method
requires the estimation of future cash flows and the choice of a discount rate
in order to calculate the present value of the cash flows with the actual
outcomes likely to vary.
The key assumptions used in respect of value in use calculations are those
regarding growth rates and anticipated changes to revenues and expenses during
the period covered by the calculations. Changes to revenue and expenses are
based upon management's expectation and actual outcomes may vary. Forecast
cash flows are derived from the Group's forecast model, extrapolated for
future years, and assume a terminal growth rate of 2.5% (2024: 2.5%), which
management considers reasonable given the Group's historic growth rates and
its market share growth model.
(b) Investments in associates
The Group is required to consider whether any investments in associates have
suffered any impairment.
The Group uses two methods to test for impairment:
· Net present value of the next 5 years' projected free cash flows
and terminal value; and
· Valuation of the business on a multiple basis.
The use of both methods requires the estimation of future cash flows, future
profit before tax and choice of discount rate. Actual outcomes may vary. Where
the carrying amount in the consolidated statement of financial position is in
excess of the estimated value, the Group will make an impairment charge
against the investment value and charge this amount to the consolidated
statement of comprehensive income under impairment and amount written off
associates.
(c) Share options and Deferred Tax
Under the Group's equity-settled share-based remuneration schemes (see note
28), estimates are made in assessing the fair value of options granted. The
fair value is spread over the vesting period in accordance with IFRS 2. The
Group engages an external expert in assessing fair value, both Black-Scholes
and Stochastic models are used, and estimates are made as to the Group's
expected dividend yield and the expected volatility of the Group's share
price.
Deferred tax assets include temporary timing differences related to the issue
and exercise of share options. Recognition of the deferred tax assets assigns
an estimate of the proportion of options likely to vest and an estimate of
share price at vesting. The carrying amount of deferred tax assets relating to
share options as at 31 December 2025 was £1.1m (2024: £0.9m). This has been
presented net of other Group deferred tax liabilities in the consolidated
statement of financial position.
3. Business combinations
During the year, the Group completed eight business combinations, acquiring
Lucra Mortgages Limited, Heron Financial Limited, M&R FM Ltd, Evolve FS
Ltd, Meridian Holdings Group Limited, UK Moneyman Limited, Kinleigh Financial
Services Limited and Dashly Limited. These acquisitions are discussed below in
chronological order based on each transaction's completion date, together with
the principal terms and the related accounting impacts.
Lucra Mortgages Limited
On 21 March 2025, First Mortgage Direct Limited ("FMD"), acquired 100% of the
issued share capital of Lucra Mortgages Limited ("Lucra").
Lucra is already an established AR Firm and the acquisition supports FMD's
expansion into the South of England.
The cost of acquisition comprised initial cash consideration of £0.3m and a
deferred consideration, which is contingent on business performance to
December 2025. The deferred consideration will be paid in cash and in 2026. At
the acquisition date and at the reporting date, the fair value of the
contingent consideration was estimated to be £0.2m.
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 assets - Customer Relationships - 21 21
Property, plant and equipment 20 - 20
Bank and cash balances 215 - 215
Other receivables 31 - 31
Appointed representatives retained commission 53 - 53
Total assets 319 21 340
Accruals (105) (105)
Clawback liability (82) (82)
Loans and borrowings (173) (173)
Corporation tax (17) (17)
Deferred tax (11) (5) (16)
Total liabilities (388) (5) (393)
Net Assets Acquired (53)
Goodwill 603
Total Consideration 550
Satisfied by:
Cash 337
Contingent consideration 213
Total consideration 550
Analysis of cash flows on acquisition:
Cash consideration 337
Cash at bank acquired (215)
122
Goodwill recognised on the acquisition principally reflects the expertise and
experience of the acquired workforce, anticipated commercial synergies and the
future growth potential of the business.
Acquisition-related costs of £0.04m were recognised in administrative
expenses in the year ended 31 December 2025. The results contributed by Lucra
between the acquisition date and 31 December 2025 are as follows:
Revenue 293
Profit before tax 92
Adjusted profit before tax 95
The revenue disclosed above represents the gross revenue of the acquired
business from the date of acquisition, in accordance with IFRS 3 Business
Combinations. A significant portion is eliminated on consolidation as trading
with the Group that existed prior to acquisition became intra-group
thereafter. The amounts disclosed are therefore not directly comparable to the
Group's reported revenue for the period.
Heron Financial Limited
On 31 March 2025, Mortgage Advice Bureau Limited, acquired a further 25.5%
interest in Heron Financial Limited ("Heron") for £1.2m, increasing its
ownership from 49% to 74.5% and obtaining control of the business. Heron is a
technology-led broker and has consistently delivered the highest levels of
adviser productivity within the Group.
Prior to the acquisition of the additional interest, the Group's investment in
Heron was accounted for as an Associate. As part of the stepped acquisition,
the previously held interest was remeasured to fair value resulting in a loss
on disposal of £0.2m recognised in the consolidated statement of
comprehensive income and is presented within note 16.
The remaining 25.5% equity stake is subject to an existing put and call option
with the remaining shareholder, a Director of Heron. 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. This option does not provide the Group
with current rights to the economic returns associated with those shares prior
to exercise, and the non-controlling shareholders continue to participate in
the profits, losses and net assets of the relevant entities until completion
of the option exercise. Accordingly, non-controlling interests continue to be
recognised.
Management has assessed these arrangements and concluded that:
· the element relating to the obligation to acquire the remaining
equity interest is accounted for as a financial liability in accordance with
IAS 32, with a fair value at the acquisition date of £0.7 million (see note
6); and
· the element contingent on the continued employment of the
remaining shareholder is accounted for separately from the business
combination as an employee benefit arrangement under IAS 19, with a fair value
at the acquisition date of £1.2 million.
The cost of the acquisition comprised:
£'000
Cash consideration 1,247
Fair value of the previously held interest 2,392
Total consideration 3,639
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 assets - Customer relationships - 480 480
Intangible assets - Other relationships 20 433 453
Intangible assets - Acquired technology - 436 436
Intangible assets - Brand - 182 182
Intangible assets 203 (203) -
Property, plant and equipment 9 - 9
Right of use asset 100 - 100
Cash and cash equivalents 160 - 160
Trade and other receivables 456 - 456
Other receivables 241 - 241
Loan receivable 274 (274) -
Appointed representative retained commission 133 - 133
Total assets 1,596 1,054 2,650
Accruals (111) - (111)
Other payables (95) - (95)
Clawback liability (248) - (248)
Loans and borrowings (271) - (271)
Corporation tax (224) - (224)
Deferred tax (19) (383) (402)
Lease liability (105) - (105)
Total liabilities (1,073) (383) (1,456)
Net Assets Acquired 1,194
Goodwill 2,749
Non-controlling interests (304)
Total Consideration 3,639
Satisfied by:
Cash 1,247
Fair value of initial interest 2,392
Total consideration 3,639
Analysis of cash flows on acquisition:
Cash consideration 1,247
Cash at bank acquired (160)
1,087
The non-controlling interest recognised was measured at the non-controlling
interest's proportionate share of the acquiree's identifiable net assets.
Goodwill recognised on the acquisition principally reflects the expertise and
experience of the acquired workforce, anticipated commercial synergies and the
future growth potential of the business.
Acquisition related costs of £0.03m were recognised in administrative
expenses in the year.
The results contributed by Heron between the acquisition date and 31 December
2025 are as follows:
Revenue 2,331
Loss before tax (238)
Adjusted profit before tax 397
The revenue disclosed above represents the gross revenue of the acquired
business from the date of acquisition, in accordance with IFRS 3 Business
Combinations. A significant portion is eliminated on consolidation as trading
with the Group that existed prior to acquisition became intra-group
thereafter. The amounts disclosed are therefore not directly comparable to the
Group's reported revenue for the period.
M&R FM limited
On 15 September 2025, First Mortgage Direct Limited ("FMD"), acquired an
additional 15% of the share capital of M&R FM Ltd ("FMNE") for £1.4m,
increasing its ownership from 49% to 64% and obtaining control of the
business. FMNE supports FMD's brand in the north east of England. The
acquisition is expected to strengthen the Group's regional presence and
support future growth in that market.
Prior to the acquisition of the additional interest, the Group's investment in
FMNE was accounted for as an Associate. As part of the stepped acquisition,
the previously held interest was remeasured to fair value resulting in a gain
on disposal of £1.6m recognised in the consolidated statement of
comprehensive income and is presented within note 16.
As part of the acquisition, FMD has also committed to acquire the remaining
36% shareholding through 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. These arrangements have been
accounted for as financial liabilities in accordance with IAS 32. At the
acquisition date, the initial fair values of the redemption liabilities
recognised were £1.4m and £0.7m respectively (see note 6). These options do
not provide the Group with current rights to the economic returns associated
with those shares prior to exercise, and the non-controlling shareholders
continue to participate in the profits, losses and net assets of the relevant
entities until completion of the option exercise. Accordingly, non-controlling
interests continue to be recognised.
The business combination has been accounted for using the purchase method of
accounting. At 15 September 2025, the assets and liabilities of FMNE 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 assets - Customer relationships - 1,145 1,145
Intangible assets - Brand - 281 281
Property, plant and equipment 162 - 162
Right of use assets 357 - 357
Cash and cash equivalents 2,277 - 2,277
Trade receivables 10 - 10
Other receivables 176 - 176
Appointed representatives retained commission 268 - 268
Total assets 3,250 1,426 4,676
Trade payables (7) (7)
Accruals (537) - (537)
Clawback liability (696) - (696)
Corporation tax (240) - (240)
Deferred tax (16) (357) (373)
Lease liability (353) - (353)
Total liabilities (1,849) (357) (2,206)
Net Assets Acquired 2,470
Goodwill 4,290
Non-controlling interests (889)
Total Consideration 5,871
Satisfied by:
Cash 1,376
Fair value of initial interest 4,495
Total consideration 5,871
Analysis of cash flows on acquisition:
Cash consideration 1,376
Cash at bank acquired (2,277)
(901)
The revenue disclosed above represents the gross revenue of the acquired
business from the date of acquisition, in accordance with IFRS 3 Business
Combinations. A significant portion is eliminated on consolidation as trading
with the Group that existed prior to acquisition became intra-group
thereafter. The amounts disclosed are therefore not directly comparable to the
Group's reported revenue for the period.
Evolve FS Ltd
On 19 September 2025, Mortgage Advice Bureau Limited, acquired an further 51%
of the share capital of Evolve FS Ltd ("Evolve") increasing its ownership from
49% to 100% and obtaining control of the business. Evolve presents a
compelling opportunity to consolidate and integrate two leading new-build
specialist firms, leveraging highly capable execution teams and regionally
complementary operations. Together with the acquisition of Meridian in 2025,
the transaction is expected to strengthen the Group's position in the
new-build specialist market and enhance operational scale.
The cost of acquisition comprised initial cash consideration of £0.8m and a
deferred consideration, which is contingent on business performance to
December 2025. The contingent consideration will be paid in cash and in 2026.
At the acquisition date and at the reporting date, the fair value of the
contingent consideration was estimated to be £0.6m.
Prior to the acquisition of the additional interest, the Group's investment in
Evolve was accounted for as an Associate. As part of the stepped acquisition,
the previously held interest was remeasured to fair value resulting in a loss
on disposal of £1.5m recognised in the consolidated statement of
comprehensive income and is presented within note 16.
The business combination has been accounted for using the purchase method of
accounting. At 19 September 2025, the assets and liabilities of Evolve 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 assets - Customer relationships - 404 404
Intangible assets - Other relationships - 689 689
Intangible assets - Brand - 199 199
Property, plant and equipment 33 - 33
Right of use assets 50 - 50
Cash and cash equivalents 614 - 614
Other receivables 111 - 111
Appointed representatives retained commission 345 - 345
Total assets 1,153 1,292 2,445
Trade payables (8) - (8)
Accruals (229) - (229)
Other payables (232) - (232)
Clawback liability (341) - (341)
Corporation tax (36) - (36)
Deferred tax (1) (323) (324)
Lease liability (50) - (50)
Total liabilities (897) (323) (1,220)
Net assets acquired 1,225
Goodwill 1,518
Total Consideration 2,743
Satisfied by:
Cash 800
Contingent consideration 599
Fair value of initial interest 1,344
2,743
Analysis of cash flows on acquisition:
Cash consideration 800
Cash at bank acquired (614)
186
Goodwill recognised on the acquisition principally reflects the expertise and
experience of the acquired workforce, anticipated commercial synergies and the
future growth potential of the business.
There were no acquisition related costs as part of the transaction
The results contributed by Evolve FS between the acquisition date and 31
December 2025 are as follows:
Revenue 1,560
Profit before tax 222
Adjusted profit before tax 347
The revenue disclosed above represents the gross revenue of the acquired
business from the date of acquisition, in accordance with IFRS 3 Business
Combinations. A significant portion is eliminated on consolidation as trading
with the Group that existed prior to acquisition became intra-group
thereafter. The amounts disclosed are therefore not directly comparable to the
Group's reported revenue for the period.
Meridian Holdings Group Limited
On 19 September 2025, Mortgage Advice Bureau Ltd, acquired control of Meridian
Holdings Group Ltd ("Meridian"). Meridian presents a compelling opportunity to
consolidate and integrate two leading new-build specialist firms, leveraging
highly capable execution teams and regionally complementary operations.
Together with the acquisition of Evolve in 2025, the transaction is expected
to strengthen the Group's position in the new-build specialist market and
enhance operational scale.
At the acquisition date, the Group completed the purchase of a further 40%
equity interest for cash consideration of £1.3m and deferred consideration of
£0.6m payable one year after the transaction date. The Group also exchanged
contracts to acquire the remaining 20% interest for consideration of £1.0m,
expected to complete in 2026. Based on the terms of the arrangements,
management concluded that the holder of the remaining 20% interest did not
retain the significant risks and rewards associated with ownership from the
acquisition date. Accordingly, the Group concluded that it had acquired 100%
of Meridian for accounting purposes on 19 September 2025 and, as a result, no
non-controlling interest was recognised.
Prior to the acquisition of the additional interest, the Group's investment in
Meridian was accounted for as an Associate. As part of the stepped
acquisition, the previously held interest was remeasured to fair value
resulting in a gain on disposal of £0.2m recognised in the consolidated
statement of comprehensive income and is presented within note 16.
Fair value at date of Acquisition
Initial book value Fair Value Adjustment
£'000 £'000 £'000
Intangible assets - Customer relationships - 266 266
Intangible assets - Other relationships - 909 909
Intangible assets - Brand - 534 534
Intangible assets - Software development 19 - 19
Goodwill 829 (829) -
Property, plant and equipment 180 - 180
Right of use assets 46 - 46
Cash and cash equivalents 1,832 - 1,832
Trade receivables 166 - 166
Other receivables 146 - 146
Appointed representative retained commission 489 - 489
Total assets 3,707 880 4,587
Trade payables (93) - (93)
Accruals (703) - (703)
Other payables (472) - (472)
Clawback liability (469) - (469)
Corporation tax (214) - (214)
Deferred tax (34) (427) (461)
Lease liability (62) - (62)
Total liabilities (2,047) (427) (2,474)
Net assets acquired 2,113
Goodwill 2,827
Total Consideration 4,940
Satisfied by:
Cash 1,333
Deferred consideration 637
Consideration for contracted 20% interest 1,000
Fair value of initial interest 1,970
4,940
Analysis of cash flows on acquisition:
Cash consideration 1,333
Cash at bank acquired (1,832)
(499)
Goodwill recognised on the acquisition principally reflects the expertise and
experience of the acquired workforce, anticipated commercial synergies and the
future growth potential of the business.
The results contributed by Meridian between the acquisition date and 31
December 2025 are as follows:
Revenue 3,168
Profit before tax 185
Adjusted profit before tax 396
The revenue disclosed above represents the gross revenue of the acquired
business from the date of acquisition, in accordance with IFRS 3 Business
Combinations. A significant portion is eliminated on consolidation as trading
with the Group that existed prior to acquisition became intra-group
thereafter. The amounts disclosed are therefore not directly comparable to the
Group's reported revenue for the period.
UK Moneyman Limited
On 30 September 2025, the Group acquired 75% of the issued share capital of UK
Moneyman Limited ("UKMM") for total consideration comprising cash
consideration of £1.4m and deferred consideration of £0.6m, which will be
paid one year from the transaction date. The acquisition supports the Group's
strategy to grow market share and strengthens its later life proposition.
The Group and the remaining shareholders, who are Directors of UKMM, have
entered into put and call option arrangements over the remaining 25% equity
interest. The call option provides Mortgage Advice Bureau Limited with the
opportunity to acquire the remaining equity in UKMM during a six month option
period following the filing of the 2029 audited accounts. This option does not
provide the Group with current rights to the economic returns associated with
those shares prior to exercise, and the non-controlling shareholders continue
to participate in the profits, losses and net assets of the relevant entities
until completion of the option exercise. Accordingly, non-controlling
interests continue to be recognised.
Management has assessed these arrangements and concluded that:
· the element relating to the contractual obligation to acquire the
remaining equity interest is accounted for as a financial liability in
accordance with IAS 32, with a fair value at the acquisition date of £0.3
million (see note 6); and
· the element linked to the continued employment of the remaining
shareholders is accounted for separately from the business combination as a
post-combination remuneration arrangement under IAS 19, with a fair value at
the acquisition date of £0.6 million.
Accordingly, only the consideration relating to the 75% interest acquired at
the acquisition date has been included in consideration transferred for the
purposes of accounting for the business combination under IFRS 3. The IAS 32
redemption liability and the IAS 19 employment-linked amount have been
recognised separately and are not included in goodwill.
The business combination has been accounted for using the purchase method of
accounting. At 30 September 2025, the assets and liabilities of UKMM 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 assets - Customer relationships - 150 150
Intangible assets - Brand - 136 136
Intangible assets - Website domain - 658 658
Property, plant and equipment 22 - 22
Cash and cash equivalents 832 - 832
Trade receivables 13 - 13
Other receivables 38 - 38
Total assets 905 944 1,849
Accruals (5) - (5)
Other payables (54) - (54)
Clawback liability (158) - (158)
Corporation tax (181) - (181)
Deferred tax (6) (236) (242)
Total liabilities (404) (236) (640)
Net assets acquired 1,209
Goodwill 1,145
Non-controlling interests (302)
Total Consideration 2,052
Satisfied by:
Cash 1,383
Deferred consideration 669
Analysis of cash flows on acquisition:
Cash consideration 1,383
Cash at bank acquired (832)
551
Goodwill recognised on the acquisition principally reflects the expertise and
experience of the acquired workforce, anticipated commercial synergies and the
future growth potential of the business.
The non-controlling interest recognised was measured at the non-controlling
interest's proportionate share of the acquiree's identifiable net assets.
Acquisition related costs of £0.1m were recognised in administrative expenses
in the year
The results contributed by UKMM between the acquisition date and 31 December
2025 are as follows:
Revenue 680
Profit before tax -
Adjusted profit before tax 72
Kinleigh Financial Services Limited
On 19 December 2025, First Mortgage Direct Ltd ("FMD") acquired 100% of the
share capital of Kinleigh Financial Services Limited, a mortgage broker
business, for cash consideration of £1. The acquisition will further support
FMD's expansion into the South of England.
The consideration was nominal reflecting the specific facts and circumstances
of the transaction. In particular, the acquired business will continue to
receive leads from a company within its former group following completion. The
Directors considered these ongoing commercial arrangements in assessing the
economics of the transaction. The Group determined that the lead referral
arrangement represented a separate transaction from the business combination.
Before recognising the gain on bargain purchase, management reassessed whether
all assets acquired and liabilities assumed had been identified and whether
their measurement appropriately reflected the acquisition-date fair values, in
accordance with IFRS 3.
The business combination has been accounted for using the purchase method of
accounting. At 19 December 2025, the assets and liabilities of KFS 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 assets - Customer relationships - 75 75
Intangible assets - Brand - 91 91
Intangible assets - Other relationships - 145 145
Cash and cash equivalents 135 - 135
Trade receivables 84 - 84
Other receivables 5 - 5
Total assets 224 311 535
Accruals (30) - (30)
Other payables (93) - (93)
Clawback liability (60) - (60)
Corporation tax (40) - (40)
Deferred tax 2 (78) (76)
Toal liabilities (221) (78) (299)
Net assets acquired 236
Gain on bargain purchase (236)
Total Consideration -
Satisfied by:
Cash -
Analysis of cash flows on acquisition:
Cash consideration -
Cash at bank acquired (135)
(135)
Acquisition-related costs of £0.02m were recognised in administrative
expenses with the gain on bargain purchase recognised in exceptional items as
a non-cash item in the year ended 31 December 2025.
The results contributed by KFS between the acquisition date and 31 December
2025 are as follows:
Revenue 85
Loss before tax (52)
Adjusted loss before tax (35)
Dashly Limited
On 19 December 2025, Mortgage Advice Bureau Limited acquired a further 81.1%
of the share capital of Dashly Limited ("Dashly") for consideration of £2.1m,
increasing its ownership from 19% to 100% and obtaining control of the
business. Dashly is the technology and data company behind the Mortgage
Monitoring monthly property report and has transformed the nature of the
Group's relationship with customers post-completion. The acquisition is
expected to enhance the Group's technology and data capabilities and support
further development of its customer proposition.
Prior to the acquisition of the additional interest, the Group's investment in
Dashly was accounted for as an Associate. As part of the stepped acquisition,
the previously held interest was remeasured to fair value resulting in a loss
on disposal of £1.3m recognised in the consolidated statement of
comprehensive income and is presented within note 16.
The business combination has been accounted for using the purchase method of
accounting. The table below sets out the provisional amounts recognised at 19
December 2025 for the identifiable assets acquired and liabilities assumed at
the acquisition date. The valuation of the acquired intangible assets has not
yet been finalised and, accordingly, the amounts recognised in respect of
those assets are provisional and may be revised within the IFRS 3 measurement
period.
Fair value at date of Acquisition
Initial book value Fair Value Adjustment
£'000 £'000 £'000
Intangible assets - Acquired technology 2,814 (1,046) 1,768
Property, plant and equipment 14 - 14
Cash and cash equivalents 65 - 65
Trade receivables 38 - 38
Total assets 2,931 (1,046) 1,885
Trade payables (208) - (208)
Accruals (36) - (36)
Other payables (636) (636)
Deferred tax - (442) (442)
Loans and borrowings (707) (707)
Toal liabilities (1,587) (442) (2,029)
Net assets acquired (144)
Goodwill 2,725
Total Consideration 2,581
Satisfied by:
Cash 2,093
Fair value of initial interest 488
2,581
Analysis of cash flows on acquisition:
Cash consideration 2,093
Cash at bank acquired (65)
2,028
Goodwill recognised on acquisition principally reflects the synergies expected
from the acquired technology, acquired workforce, the acceleration of
technology enhancement, and associated commercial opportunities.
As part of the acquisition arrangements, Mortgage Advice Bureau Ltd settled a
loan balance of £0.7 million on behalf of Dashly Ltd. As this amount is
repayable to Mortgage Advice Bureau Ltd, it has been recognised separately
from the business combination accounting as a receivable and is not included
within consideration transferred.
Acquisition-related costs of £0.1m were recognised in administrative expenses
in the year ended 31 December 2025.
The results contributed by Dashly between the acquisition date and 31 December
2025 are as follows:
Revenue 15
Profit before tax (19)
Adjusted profit before tax (19)
Full year impact of acquisitions
If all the acquisitions had occurred on 1 January 2025, the consolidated pro
forma revenue and profit before tax for the period ended 31
December 2025 would have been £324.4m and £20.2m, respectively. These
amounts have been calculated using the subsidiaries' results and adjusting
for:
· differences in accounting policies between the Group and the
subsidiary
· profit or loss from associates recognised before the acquisition
date while the investee was accounted for as an associate
· 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 to the put and call options, and
· intercompany eliminations arising on consolidation.
4. Revenue
The Group operates in one segment being that of the provision of financial
services in the UK. Revenue is derived as follows:
2025 2024
£'000 £'000
Mortgage procuration fees 133,928 105,760
Protection and general insurance commission 117,462 104,737
Client fees 61,290 51,180
Other income 6,085 4,860
318,765 266,537
5. Cost of sales
Costs of sales are as follows:
Restated
2025 2024
£'000 £'000
Commissions paid 164,434 145,668
Lead Costs 22,675 15,590
Movement in provision for impairment of trade receivables 13 (118)
Other cost of sales 2,206 1,728
Wages and salary costs 37,491 26,708
226,819 189,576
Following a review of the Group's presentation of expenses in the consolidated
statement of profit or loss, management concluded that certain costs
previously included within administrative expenses are more appropriately
classified within cost of sales, as they relate directly to the delivery of
services to customers. Accordingly, the comparative information has been
re-presented to reflect this reclassification. For the current year, £4.7m
(2024: £4.9m) has been reclassified from administrative expenses to cost of
sales. This change represents a reclassification only and has no impact on the
Group's revenue or profit for the year.
6. Acquisition related costs, acquisition of non-controlling interests and
redemption liabilities
Total acquisition related costs
The total costs relating to the twelve acquisitions above that are included in
the consolidated statement of comprehensive income are as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 7,203 5,160
Option costs (IFRS 2 and IAS 19) 2,866 2,732
Acquisition related costs 826 89
Net loss/(gain) on remeasurement of redemption liability 700 551
Unwinding of redemption liability 1,140 626
Total costs 12,735 9,158
Acquisition related costs include professional fees incurred post transaction
date, including accounting and valuation services and non-recurring audit fees
incurred in connection with the acquisitions.
2025 2024
£'000 £'000
Acquisition related costs - professional fees 486 -
A detailed breakdown of the remaining acquisition costs by associated business
combination can be found below.
First Mortgage Direct Limited
Put and call option
On 29 May 2024 Mortgage Advice Bureau Limited exercised its option to purchase
the remaining 20% stake in First Mortgage Direct Limited ("FMD") for £9.3m.
This was funded through £2.3m of cash consideration and a £7.0m equity share
issue by the parent entity, Mortgage Advice Bureau (Holdings) plc. The £7.0m
equity share issue resulted in clearing £2.7m of accumulated non-controlling
interest, a reduction in retained earning of £1.7m and a transfer of £2.5m
from the share option reserve. The option was accounted for under IAS 19
Employee Benefits and IFRS 2 Share-based Payments due to its link to the
service of FMD's Managing Director.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 367 367
Option costs (IAS 19) - 412
Option costs (IFRS 2) - 512
Acquisition related costs - 47
Total costs 367 1,338
The Fluent Money Group Limited
Deferred payments to non controlling interests
On 19 December 2023, Mortgage Advice Bureau Ltd acquired 8.1% of the ordinary
share capital of Project Finland Topco Limited ("Fluent") for £2.0m taking
its shareholding to 84.3%. Half of the payment was made in 2023 with a further
£0.5m paid in December 2024 and £0.5m in December 2025. £0.25m has been
included within cash flows used in operating activities and £0.25m as cash
flows used in financing activities. The remaining deferred consideration of
£498,000 was paid in December 2025 and was included in the prior year
accruals within trade and other payables.
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. The
proportion accounted for under IAS 32 has been recognised as a redemption
liability. 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:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 5,871 4,399
Option costs (IFRS 2) 2,671 1,657
Redemption liability remeasurement (IAS 32) 427 569
Unwinding of redemption liability 786 539
Acquisition related costs - 42
Total costs 9,755 7,206
Vita Financial Limited
On 3 October 2025, Mortgage Advice Bureau Limited acquired the remaining 25%
shareholding in Vita Financial Limited ("Vita") for initial consideration of
£1.3m, with deferred consideration of £0.8m. Following this transaction,
Vita became a 100% owned subsidiary of the Group. The acquisition of the
non-controlling interest has been accounted for as an equity transaction, with
no gain or loss recognised in profit or loss. The difference between the
consideration paid and the carrying value of the non-controlling interest
acquired was recognised directly in equity and attributed to the owners of the
parent.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 65 65
Acquisition related costs 16 -
Total costs 81 65
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 ("Auxilium") 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.
The proportion accounted
for under IAS 32 has been recognised as a redemption liability.
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
fully accounted for under IAS 32. This resulted in a 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:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 274 329
Option costs (IFRS 2) (289) 151
Redemption liability remeasurement (IAS 32) 320 (18)
Unwinding of redemption liability 103 87
Total costs 408 549
M & R FM LTD
On 15 September 2025, First Mortgage Direct Limited, acquired an additional
15% of the share capital of M&R FM Ltd ("FMNE"), increasing its holding
from 49% to 64%. The Group has also committed to acquire 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. The arrangement has been
accounted for under IAS 32, with a redemption liability recognised in respect
of the obligation to acquire those shares.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 49 -
Unwinding of redemption liability 126 -
Acquisition related costs 8 -
Total costs 183 -
Lucra Mortgages Limited
On 21 March 2025, First Mortgage Direct Limited, acquired 100% of the share
capital of Lucra Mortgages Limited ("Lucra").
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 3 -
Unwinding of deferred consideration 37
Acquisition related costs 39 -
Total costs 79 -
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%. Additionally, On 25 November 2025, Mortgage Advice Bureau
Limited, acquired a further 0.4% of the share capital of Heron for £0.2m,
increasing its shareholding to 74.9%.
Put and call options
There is also an existing put and call option over the remaining 25.1% of the
issued share capital of Heron. The element representing consideration for the
remaining shares has been accounted for under IAS 32, with a redemption
liability recognised, while the element linked to continued employment has
been accounted for separately as an employee remuneration arrangement under
IAS 19 and is
recognised in profit or loss over the relevant service period.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 193 -
Option costs (IAS19) 443 -
Redemption liability remeasurement (IAS 32) (47) -
Unwinding of redemption liability 110 -
Acquisition related costs 33 -
Total costs 732 -
Evolve FS Ltd
On 19 September 2025, Mortgage Advice Bureau Limited, acquired an additional
51% of the share capital of Evolve FS Limited ("Evolve") taking it's
shareholding to 100%.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 125 -
Total costs 125 -
Meridian Holdings Group Ltd
On 19 September 2025, the Group agreed to acquire an additional 40% interest
in Meridian Holdings Group Limited ("Meridian") for an initial cash
consideration of £1.3m, increasing its holding from 40% to 80%. 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 £0.7m, payable 12 months
after the completion of the transaction.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 211 -
Total costs 211 -
UK Moneyman Limited
On 30 September 2025, the Group acquired 75% of the share capital of UK
Moneyman Limited ("UKMM").
Put and call options
As part of the acquisition, the Group entered into a put and call option over
the remaining 25% of the issued share capital of UKMM. The element
representing consideration for the remaining shares has been accounted for
under IAS 32, with a redemption liability recognised, while the element linked
to continued employment has been accounted for separately as an employee
remuneration arrangement under
IAS 19 and is recognised in profit or loss over the relevant service period.
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 31 -
Option costs (IAS19) 41 -
Unwinding of redemption liability 15 -
Acquisition related costs 63 -
Total costs 150 -
Dashly Limited
On 19 December 2025, Mortgage Advice Bureau Limited acquired a further 81.1%
of Dashly Limited ("Dashly") for consideration of £2.1m, bringing it's total
stake to 100%
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Acquisition related costs 144 -
Total costs 144 -
Kinleigh Financial Services Ltd
On 19 December 2025, the Group acquired 100% of the share capital of Kinleigh
Financial Services Limited ("KFS").
The costs relating to this acquisition for the period are made up as follows:
2025 2024
£'000 £'000
Amortisation of acquired intangible assets 17 -
Total costs 17 -
Redemption liabilities
At 31 December 2025, the redemption liabilities were remeasured based on
updated expected cash flows, resulting in a loss of £0.7m recognised in the
consolidated statement of comprehensive income. In addition, £1.0m was
recognised within finance expenses in respect of the unwinding of the discount
since the prior year end or, where applicable, the acquisition date.
Carrying value of redemption liabilities
Fluent Auxilium Heron M&R FM Ltd UKMM Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2025 3,510 460 - - - 3,970
Acquisition of subsidiary - - 715 2,105 262 3,082
Loss/(Gain) on remeasurement 427 320 (47) - - 700
Unwinding of redemption liability 786 103 110 126 15 1,140
Balance as at 31 December 2025 4,723 883 778 2,231 277 8,892
Fluent Auxilium Total
£'000 £'000 £'000
Balance as at 1 January 2024 2,402 391 2,793
Loss/(Gain) on remeasurement 569 (18) 551
Unwinding of redemption liability 539 87 626
Balance as at 31 December 2024 3,510 460 3,970
Total cashflows relating to purchases of non-controlling interests
The total amounts included in the consolidated statement of cash flows
relating to the purchase of non-controlling interests are as follows:
2025 2024
£'000 £'000
First Mortgage - exercise of option (operating activities) - 2,336
Fluent - deferred consideration (operating activities) 249 249
Fluent - deferred consideration (financing activities) 249 249
Vita - acquisition of non-controlling interests (financing activities) 1,260 -
Heron - acquisition of non-controlling interests (financing activities) 235 -
Total Cashflows 1,993 2,834
7. Operating profit
Operating profit is stated after the following items:
2025 2024
Note £'000 £'000
Depreciation of property, plant and equipment 13 1,132 1,133
Depreciation of right of use assets 14 979 718
Amortisation of acquired intangible assets 6 7,203 5,160
Amortisation of other intangible assets 15 1,358 547
Costs related to acquisition options 6 2,866 2,732
Cost related to acquisitions 6 826 89
Loss/(Gain) of fair value measurement of derivative financial instruments 16 141 (21)
Profits from associates are disclosed as part of the operating profit as this
is the operational nature of the Group.
2025 2024
£'000 £'000
Auditor remuneration:
Fees payable to the Group's auditor for the audit of the Group's financial 1,316 820
statements
Fees payable to the Group's auditor and its associates for other services:
Audit of the accounts of subsidiaries 64 121
Audit-related assurance services 157 145
8. Staff costs
Staff costs, including executive and non-executive Directors' remuneration,
are as follows:
Restated
2025 2024
£'000 £'000
Wages and salaries 59,736 46,434
Share-based payments (see note 28) 4,406 2,552
Social security costs 7,336 5,168
Defined contribution pension costs 1,899 1,426
Other employee benefits 666 664
Total staff remuneration 74,043 56,244
Capitalised staff costs (1,894) (1,912)
Staff costs included in the consolidated statement of comprehensive income 72,149 54,332
Staff costs are included in the consolidated statement of comprehensive income
as follows:
2025 2024
£'000 £'000
Cost of sales (see note 5) 37,491 26,708
Administrative expenses 34,658 27,624
72,149 54,332
Following a review of the Group's presentation of expenses in the consolidated
statement of profit or loss, management concluded that certain staff costs
previously included within administrative expenses are more appropriately
classified within cost of sales, as they relate directly to the delivery of
services to customers. Accordingly, the comparative information in the above
table has been re-presented to reflect this reclassification. For the current
year, £3.3m (2024: £3.5m) has been reclassified from administrative expenses
to cost of sales. This change represents a reclassification only and has no
impact on the Group's revenue or profit for the year.
The average number of people employed by the Group during the year was:
2025 2024
Number Number
Executive Directors 4 3
Advisers 315 247
Compliance 73 101
Sales and marketing 147 98
Operations 582 487
1,121 936
Key management compensation
Key management are those persons having authority and responsibility for
planning, directing and controlling the activities of the Group, which are the
Directors of Mortgage Advice Bureau (Holdings) plc.
2025 2024
£'000 £'000
Wages and salaries 2,898 2,235
Share-based payments 1,035 (58)
Social security costs 520 335
Defined contribution pension costs 36 14
Other employment benefits 4 6
4,493 2,532
During the year retirement benefits were accruing to 3 Directors (2024: 3) in
respect of defined contribution pension schemes.
The total amount payable to the highest paid Director in respect of emoluments
was £1,430,000 (2024: £1,015,000).
The value of the Group's contributions paid to a defined contribution pension
scheme in respect of the highest paid Director amounted to £nil (2024:
£nil).
9. Finance income and expense
Finance Income £'000 £'000
Interest income on cash balances 454 158
Interest income on loans to franchises 76 427
530 585
Finance expenses
Interest expense 805 1,199
Interest expense on lease liabilities 338 68
1,143 1,267
The interest expense mainly relates to the term loan and revolving credit
facility (see note 20).
10. 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 consolidated statement of
comprehensive income are:
Current tax expense £'000 £'000
UK corporation tax charge on profit for the period 8,100 6,809
Adjustments in respect of prior periods (169) -
Total current tax 7,931 6,809
Deferred tax expense
Origination and reversal of timing differences (1,008) (48)
Temporary difference on share-based payments (514) 43
Adjustments in respect of prior periods 332 -
Total deferred tax (see note 23) (1,190) (5)
Total tax expense 6,741 6,804
The reasons for the difference between the actual charge for the year and the
standard rate of corporation tax in the United Kingdom of 25% (2024: 25%)
applied to profit for the year is as follows:
2025 2024
£'000 £'000
Profit for the year before tax 22,099 22,886
Expected tax charge based on corporation tax rate 5,525 5,722
Expenses not deductible for tax purposes 158 145
Research & development (76) 43
Share option differences 561 713
Loss on disposal of associates 291 -
Fair value loss/(gain) on derivative financial instruments 35 (5)
Redemption liability movements 429 294
Profits from associates (287) (329)
Gain on bargain purchase (58) -
Deferred tax balance not previously recognised - 192
Other differences - 6
Adjustments in respect of prior periods 163 -
Utilisation of brought forward tax losses - 23
Total tax expense 6,741 6,804
Options exercised during the period resulted in a current tax credit of
£0.05m (2024: £0.01m) recognised directly in equity relating to the current
tax deduction in excess of the cumulative share-based payment expense relating
to these options.
For the year ended 31 December 2025 the deferred tax charge relating to
unexercised share options recognised in equity was £0.01m (2024: £0.4m
credit).
The standard rate of corporation tax for the period was 25% (2024: 25%) and
the rate at which deferred tax has been provided is 25% (2024: 25%)
11. Earnings per share
Basic earnings per share are calculated by dividing net profit for the year
attributable to ordinary equity holders of the Parent Company by the weighted
average number of ordinary shares outstanding during the period.
Basic earnings per share 2025 2024
Profit for the period attributable to the owners of the parent (£'000) 15,074 15,896
Weighted average number of shares in issue 57,958,387 57,608,464
Basic earnings per share (in pence per share) 26.0 27.6
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.
Diluted earnings per share 2025 2024
Profit for the period attributable to the owners of the parent (£'000) 15,074 15,896
Weighted average number of shares in issue 58,531,806 57,994,127
Diluted earnings per share (in pence per share) 25.8 27.4
The share data used in the basic and diluted earnings per share computations
are as follows:
Weighted average number of ordinary shares 2025 2024
Issued ordinary shares at the start of the year 57,956,789 57,127,034
Effect of shares issued during the period 1,598 481,430
Basic weighted average number of shares 57,958,387 57,608,464
Potential ordinary shares arising from options 573,419 385,663
Diluted weighted average number of shares 58,531,806 57,994,127
The reconciliation between the basic and adjusted figures is as follows:
2025 2024 2025 2024
Basic Basic Diluted Diluted
2025 2024 earnings earnings earnings earnings
£'000 £'000 pence pence pence pence
Profit for the period 15,074 15,896 26.0 27.6 25.8 27.4
Adjustments:
Amortisation of acquired intangible assets 6,122 4,263 10.6 7.4 10.5 7.4
Costs relating to the First Mortgage, Fluent and Auxilium options 2,518 2,434 4.3 4.2 4.3 4.2
Loss on disposal of associates 1,165 - 2.0 - 2.0 -
Acquisition costs 826 89 1.4 0.2 1.4 0.2
Loss/(Gain) on derivative financial instruments 141 (21) 0.2 - 0.2 -
Exceptional items 150 - 0.3 - 0.3 -
Remeasurement and unwinding of redemption liabilities 1,840 1,177 3.2 2.0 3.1 2.0
Tax effect of adjustments (1,748) (1,089) (3.0) (1.9) (3.1) (2.0)
Adjusted earnings 26,088 22,749 45.0 39.5 44.5 39.2
The tax effect of adjustments used is based on the standard rate of
corporation tax in the United Kingdom of 25% (2024: 25%) for any items that
are subject to tax.
The Group uses adjusted results as key performance indicators, as the
Directors believe that these provide a more consistent measure of operating
performance. Adjusted earnings is therefore stated before one-off acquisition
costs and one-off restructuring costs, ongoing non-cash items relating to
acquisitions, fair value gains on financial instruments relating to options to
increase shareholding in associate businesses and impairment of loans to
related parties, net of tax.
12. Dividends
2025 2024
£'000 £'000
Dividends paid and declared on ordinary shares during the period:
Final dividend for 2024: 14.8p per share (2023: 14.7p) 8,578 8,401
Interim dividend for 2025: 7.2p per share (2024: 13.4p) 4,173 7,766
12,751 16,167
Equity dividends on ordinary shares:
Proposed for approval by shareholders at the AGM:
Final dividend 2025: 15.3p per share (2024: 14.8p) 8,882 8,578
8,882 8,578
The record date for the final dividend is 24 April 2026 and the payment date
is 26 May 2026. The ex-dividend date will be 23 April 2026. The Company
statement of changes in equity shows that the Company had positive reserves as
at 31 December 2025 of £5.7m. There are sufficient distributable reserves in
subsidiary companies to pass up to Mortgage Advice Bureau (Holdings) plc in
order to pay the proposed final dividend. The proposed final dividend for 2025
has not been provided for in these financial statements, as it has not yet
been approved for payment by shareholders.
13. Property, plant and equipment
Freehold land and buildings Fixture & fittings Computer equipment Motor Vehicles Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2025 2,536 4,261 1,759 - 8,556
Additions - 592 636 - 1,228
Acquisition of subsidiaries 18 124 289 9 440
Disposals - - (37) - (37)
As at 31 December 2025 2,554 4,977 2,647 9 10,187
Accumulated Depreciation
As at 1 January 2025 518 1,712 1,279 - 3,509
Charge for the year 62 655 408 7 1,132
Disposals - - (32) - (32)
As at 31 December 2025 580 2,367 1,655 7 4,609
Net book value as at 31 December 2025 1,974 2,610 992 2 5,578
Freehold land and buildings Fixture & fittings Computer equipment Total
£'000 £'000 £'000 £'000
Cost
As at 1 January 2024 2,536 4,161 1,650 8,347
Additions - 100 281 381
Disposals - - (172) (172)
As at 31 December 2024 2,536 4,261 1,759 8,556
Accumulated Depreciation
As at 1 January 2024 461 1,050 1,037 2,548
Charge for the year 57 662 414 1,133
Disposals - - (172) (172)
As at 31 December 2024 518 1,712 1,279 3,509
Net book value as at 31 December 2024 2,018 2,549 480 5,047
During the year proceeds from the disposal of assets totalling £nil were
received over and above the carrying value (2024: £4,000)
14. Right of use assets and Lease liabilities
This note provides information for leases where the Group is a lessee. The
consolidated statement of financial position shows the
following amounts on leases:
Land and buildings Office equipment Vehicles Total
Right of use assets
£'000 £'000 £'000 £'000
As at 1 January 2025 3,762 62 136 3,960
Additions 2,761 - 405 3,166
Acquisition of subsidiary 549 - - 549
Depreciation (831) (35) (113) (979)
Disposals - - (10) (10)
As at 31 December 2025 6,241 27 418 6,686
Lease Liabilities Land and buildings Office equipment Vehicles Total
£'000 £'000 £'000 £'000
As at 1 January 2025 4,017 66 137 4,220
Additions 2,762 - 406 3,168
Acquisition of subsidiary 568 - - 568
Interest expense 316 2 19 337
Lease payments (1,222) (32) (155) (1,409)
Disposal (48) - (10) (58)
As at 31 December 2025 6,393 36 397 6,826
Additions to right-of-use assets and lease liabilities in the year primarily
relate to property leases. A number of properties acquired through business
combinations had leases that expired at the end of 2025; upon expiration the
Group entered into new lease agreements for these properties.
Land and buildings Office equipment Vehicles Total
Right of use assets
£'000 £'000 £'000 £'000
As at 1 January 2024 2,186 97 - 2,283
Additions - - 149 149
Remeasurement 2,246 - - 2,246
Depreciation (670) (35) (13) (718)
As at 31 December 2024 3,762 62 136 3,960
During the prior year direct costs of £45,000 relating to the remeasurement
of right of use assets were incurred.
Lease Liabilities Land and buildings Office equipment Vehicles Total
£'000 £'000 £'000 £'000
As at 1 January 2024 2,634 102 - 2,736
Additions - - 149 149
Remeasurement 2,200 - - 2,200
Interest expense 63 3 2 68
Lease payments (880) (39) (14) (933)
As at 31 December 2024 4,017 66 137 4,220
During the prior year direct costs of £45,000 relating to the remeasurement
of right of use assets were incurred.
Lease Liabilities Land and buildings Office equipment Vehicles Total
£'000 £'000 £'000 £'000
As at 1 January 2024 2,634 102 - 2,736
Additions - - 149 149
Remeasurement 2,200 - - 2,200
Interest expense 63 3 2 68
Lease payments (880) (39) (14) (933)
As at 31 December 2024 4,017 66 137 4,220
The present value of lease liabilities is as follows:
Within 1 year 1-2 years 2-5 years After 5 years Total
31 December 2025 £'000 £'000 £'000 £'000 £'000
Lease payments (undiscounted) 1,598 1,450 3,145 2,425 8,618
Finance charges (386) (330) (672) (404) (1,792)
Net present values 1,212 1,120 2,473 2,021 6,826
Within 1 year 1-2 years 2-5 years After 5 years Total
31 December 2024 £'000 £'000 £'000 £'000 £'000
Lease payments (undiscounted) 1,098 794 1,743 1,962 5,597
Finance charges (255) (210) (490) (422) (1,377)
Net present values 843 584 1,253 1,540 4,220
The following amounts are included in the consolidated statement of
comprehensive income relating to leases:
2025 2024
£'000 £'000
Depreciation of right of use assets 979 718
Interest expense 337 68
Short term lease expense 111 7
Low value lease expense - 2
The total cash flow for leases during the period was £1.4m (2024: £0.9m)
Extension and termination options
As at 31 December 2025, the carrying amounts of all other lease liabilities
are not reduced by the amount of payments that would be avoided from
exercising a break clause because it was considered reasonably certain that
the Group would not exercise its right to break the lease. Total lease
payments of £3,725,000 (2024: £1,713,500) are potentially avoidable were the
Group to exercise break clauses at the earliest opportunity.
15. 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 four cash-generating
units (CGUs). The goodwill relates to the following acquisitions:
MAB CGU
· Talk Limited in 2012, and in particular its main operating
subsidiary Mortgage Talk Limited ("Mortgage Talk")
· First Mortgage Direct Limited ("FMD") in 2019
· Vita Financial Limited ("Vita") in 2022
· Heron Financial Limited ("Heron") in 2025
· Lucra Limited ("Lucra") in 2025
· M&R FM Ltd ("FMNE") in 2025
· Meridian Holdings Group Limited ("Meridian") in 2025
· Evolve FS Ltd ("Evolve") in 2025
Fluent CGU
· Project Finland Topco Limited ("Fluent") in 2022
Auxilium CGU
· Aux Group Limited, and in particular its main operating
subsidiary Auxilium Partnership Limited ("Auxilium") in 2022
UK Moneyman CGU
· UK Moneyman Limited ("UKMM") in 2025
During the year, the Group reassessed the level at which goodwill is allocated
for the purposes of impairment testing in accordance with IAS 36. Under IAS
36, goodwill must be allocated to the cash-generating units (CGUs), or groups
of CGUs, that are expected to benefit from the synergies of the business
combination and which represent the lowest level at which goodwill is
monitored for internal management purposes. Management concluded that the
Group's continued move towards a more integrated operating model, including
the use of common technology platforms, shared infrastructure and FCA
principal permissions, means that the revised CGU structure more appropriately
reflects how the Group generates and monitors cash inflows.
For 2025 this results in four CGUs (MAB, Fluent, Auxilium, and UK Moneyman),
with UK Moneyman treated as transitional standalone CGUs pending planned
integration into the MAB operating model in 2026.
Where the goodwill allocated to the CGU is significant in comparison with the
Group' total carrying amount of goodwill this is set out below:
MAB Fluent Auxilium UKMM Total
Goodwill £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2025 16,037 36,974 1,027 - 54,038
Additions 14,712 - - 1,145 15,857
As at 31 December 2025 30,749 36,974 1,027 1,145 69,895
Accumulated impairment
As at 1 January and 31 December 2025 153 - - - 153
Net book value
As at 1 January 2025 15,884 36,974 1,027 - 53,885
As at 31 December 2025 30,596 36,974 1,027 1,145 69,742
Goodwill is considered to have an indefinite useful life. In accordance with
IAS 36 Impairment of Assets, the Group is required to review and test goodwill
for impairment annually, or more frequently if there are indicators of
impairment. The impairment review performed at 31 December 2025 concluded that
no impairment of goodwill was required.
The key assumptions used in the value in use calculations relate to growth
rates and expected changes in revenues and costs over the forecast period,
based on management's expectations. The discount rates applied reflect current
market assessments of the time value of money and the risks specific to the
relevant CGUs, based on the Group's pre tax discount rate of 13.8% (2024:
11.3%). Revenue growth assumptions are informed by past performance and
management's expectations of market growth in the jurisdictions in which the
Group operates. Forecast costs reflect expected changes to the current
structure of each CGU. A terminal growth rate of 2.5% (2024: 2.5%) has been
applied, consistent with the Group's market share growth model.
The sensitivity of the value in use for all acquisitions to changes in the key
assumptions are as follows:
Base assumption Change in base assumption (Decrease) in value in use
Assumption £m
Discount rate 13.8% +1.0% (absolute) (82.6)
Years 1-5 cash flows Various -5.0% (proportionate) (62.9)
Long-term growth rate 2.5% -1.0% (absolute) (38.0)
From management's assessment no reasonable change in assumptions would result
in an impairment of goodwill.
Other intangibles assets
Licenses Website Software Development Acquired Technology Software Under Construction Customer Relationships Trademarks and Brand Other Relationships Total
£'000s £'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 - 112 881 - 3,408 613 - - 5,014
Transfer - - 75 - (75) - - - -
Acquisition of subsidiaries - 658 19 2,204 - 2,541 1,423 2,196 9,041
Disposals - - - - (6) - - - (6)
As at 31 December 2025 - 1,063 4,777 19,028 3,601 5,491 6,512 36,764 77,236
Accumulated Amortisation
As at 1 January 2024 - 133 778 4,208 - 1,343 1,646 6,698 14,806
Charge for the year - 148 1,129 3,265 - 478 784 2,757 8,561
As at 31 December 2025 - 281 1,907 7,473 - 1,821 2,430 9,455 23,367
Net book value as at 31 December 2025 - 782 2,870 11,555 3,601 3,670 4,082 27,309 53,869
Licenses Website Software Development Acquired Technology Software Under Construction Customer Relationships Trademarks and Brand Other Relationships Total
Other intangibles 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 year - 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 3,024 12,616 274 994 3,443 27,870 48,381
Net book value as at 31 December 2023 - 165 1,225 14,299 - 1,267 3,926 30,592 51,474
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.
During 2025 the Group has capitalised the MIDAS Platform ("Platform")
development spend after management deemed that the criteria for recognition
under IAS 38 has been met. This has resulted in £3,293,000 of spend
capitalised (2024: £1,406,000) with £3,223,000 (2024: £81,000) of Platform
development spend included in software under construction as the feature
developed hasn't been released to the system and the features are expected to
be released in 2026.
During the year, management performed a comprehensive review of the useful
economic lives of the Group's intangible assets. As part of this review, it
was identified that the useful economic life of the Fluent Acquired technology
intangible asset should be shortened to reflect the Group's planned migration
of activity to the MIDAS platform and the expected period over which the
existing Fluent platform will continue to generate economic benefits.
Accordingly, the useful economic life has been revised to end in December 2028
(previously July 2032). The change has been treated as a change in accounting
estimate and has been applied prospectively, increasing the amortisation
charge in the current and future periods up to December 2028.
Individually Material Intangible Assets
Asset Category NBV as at 31 December 2025 NBV as at 31 December 2024 Amortisation End Date
Asset Description £'000 £'000
Fluent Money Limited - Technology Technology/Software 9,467 12,622 December 2028
Fluent Mortgages Limited - Introducer Relationships Other relationships 9,366 10,258 July 2036
Fluent Lifetime Limited - Introducer Relationships Other relationships 5,867 6,426 July 2036
Fluent Money Limited - Lender Relationships Other relationships 5,253 5,754 July 2036
Fluent Bridging Limited - Introducer Relationships Other relationships 4,715 5,165 July 2036
Fluent Money Limited - Brand Trademarks and brands 2,366 2,682 July 2033
16. Investments in associates and joint ventures
The investments in associates and a joint venture at the reporting date is as
follows:
2025 2024
£'000 £'000
At start of the period 14,818 12,301
Additions 1,663 2,000
Disposals (11,854) -
Credit to statement of comprehensive income
Share of profit 1,149 1,315
1,149 1,315
Dividends received (786) (798)
At period end 4,990 14,818
The Group is entitled to the results of its associates in equal proportion to
its equity stakes.
The carrying value of the Group's joint venture, MAB Broker Services PTY
Limited, as at 31 December 2025 is £nil (2024: £nil). In the year ended 30
June 2025, MAB Broker Services PTY Limited reported a profit of AUD0.3m (2024:
profit of AUD0.04m).
Acquisitions and disposals
2025
On 31 March 2025, Mortgage Advice Bureau Limited acquired a further 25.5% of
Heron Financial Limited ("Heron") for consideration of
£1.2m, bringing it's total stake to 74.5%. 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% shareholding in Heron was £2.6m.
The fair value of the previously held equity interest was established to be
£2.4m, therefore a loss of £0.2m 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 3 to the financial statements. As a result of the acquisition, a portion
of a pre existing put and call option over the remaining shareholding has
lapsed with the remaining put and call option accounted for under IAS32. This
has resulted in a loss £0.1m recognised in the consolidated statement of
comprehensive income.
On 3 April 2025, First Mortgage Direct Limited acquired a further 12% of
M&R FM Limited ("FMNE") for consideration of £1.2m, bringing it's total
stake to 49%. Subsequently on 15 September 2025 a further acquisition of 15%
was made for consideration of £1.4m, bringing it's total stake to 64%. As a
result, the Group now exercises control over FMNE and so the investment is
considered a subsidiary of the Group. The carrying value of the 49%
shareholding in FMNE was £2.9m. The fair value of the previously held equity
interest was established to be
£4.5m, therefore a gain of £1.6m 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 3 to the financial statements.
On 20 June 2025, Mortgage Advice Bureau Limited acquired a 49% shareholding in
The Mortgage Mum Holdings Limited for consideration of £0.5m.
On 15 September 2025, Mortgage Advice Bureau Limited acquired a further 51% of
Evolve FS Limited ("Evolve") for consideration of
£0.8m, bringing it's total stake to 100%. As a result, the Group now
exercises control over Evolve and so the investment is considered a subsidiary
of the Group. The carrying value of the 49% shareholding in Evolve was £2.8m.
The fair value of the previously held equity interest was established to be
£1.3m, therefore a loss of £1.5m 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 3 to the financial statements. As a result of the acquisition, a pre
existing call option has lapsed with a gain of £0.2m recognised in the
consolidated statement of comprehensive income.
On 15 September 2025, Mortgage Advice Bureau Limited acquired a further 40% of
Meridian Holdings Group Limited ("Meridian") for consideration of £1.3m, and
had further committed to purchasing the remaining shareholding for £1.0m,
bringing it's total stake to 100%. As a result, the Group now exercises
control over Meridian and so the investment is considered a subsidiary of the
Group. The carrying value of the 40% shareholding in Meridian was £1.8m. The
fair value of the previously held equity interest was established to be
£2.0m, therefore a gain of £0.2m 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 3 to the financial statements.
On 19 December 2025, Mortgage Advice Bureau Limited acquired a further 81.1%
of Dashly Limited ("Dashly") for consideration of £2.1m, bringing it's total
stake to 100%. As a result, the Group now exercises control over Dashly and so
the investment is considered a subsidiary of the Group. The carrying value of
the 18.9% shareholding in Dashly was £1.8m. The fair value of the previously
held equity interest was established to be £0.5m, therefore a loss of £1.3m
is recognised in the consolidated statement of comprehensive income as this
previously held interest is treated as though it has been disposed of.
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.
Summarised financial information for associates
The tables below provide summarised financial information for those associates
and joint ventures that are material to the Group. The information disclosed
reflects the amounts presented in the unaudited financial statements or
management accounts of the relevant associates and joint ventures and not the
Group's share of those amounts:
2025
Sort Group Limited Clear Mortgage Solutions Ltd The Mortgage Mum Limited The Mortgage Broker (Group) Limited Pinnacle Surveyors (England & Wales) Ltd
£'000 £'000 £'000 £'000 £'000
Non-current assets 1,112 56 4 27 20
Cash balances 3,565 1,108 45 155 303
Current assets (exc. Cash balances) 692 370 37 154 1,202
Current liabilities - 589 440 153 700
Non-Current liabilities and provisions 1,027 482 2 8 434
Revenue 16,539 7,343 830 2,116 1,595
Profit before taxation 1,110 1,103 138 74 (25)
Total comprehensive income 835 827 111 55 (155)
Carrying value of investment
As at 1 January 2025 2,470 1,001 - 382 206
Increase in investment - - 503 - -
Profit attributable to Group 352 306 (55) 14 200
Dividends received - (301) - - (88)
At 31 December 2025 2,822 1,006 448 396 318
2024
Evolve FS Ltd Heron Financial Ltd Meridian Holdings Group Ltd Sort Group Limited Clear Mortgage Solutions Ltd M & R FM Limited Dashly Ltd
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets 34 593 664 770 82 69 2,683
Cash balances 296 267 1,457 2,907 1,074 1,894 682
Current assets (exc. Cash balances) 474 674 805 759 316 504 265
Current liabilities (241) (391) (690) (807) (513) (450) (1,254)
Non-Current liabilities and provisions (418) (248) (446) (207) (494) (606) (33)
Revenue 3,858 3,140 7,965 13,743 5,919 5,073 688
Profit before taxation (83) 650 432 1,098 954 1,643 (1,095)
Total comprehensive income
(83) 488 324 779 716 1,249 (1,022)
Carrying value of investment
As at 1 January 2024 2,905 2,757 1,566 2,195 1,021 1,402 -
Increase in investment - - - - - - 2,000
Profit attributable to Group
(152) 200 134 275 251 422 -
Dividends received - (293) - - (271) (185) -
At 31 December 2024 2,753 2,664 1,700 2,470 1,001 1,639 2,000
Individually immaterial associates and joint ventures
In addition to the interests in associates disclosed above, the Group also has
interests in a number of individually immaterial associates and a joint
venture that are accounted for using the equity method. The aggregate of the
summarised financial information for these associates is shown below, along
with the summarised financial information for the joint venture. The
information disclosed reflects the amounts presented in the unaudited
financial statements or management accounts of the relevant associates and the
joint venture and not the Group's share of those amounts
2025 2024 2025 2024
Associates Associates Joint Ventures Joint Ventures
£000 £000 £000 £000
Non-current assets - 765 - -
Cash balances - 714 359 179
Current assets (exc. Cash balances) - 1,902 1,028 1,048
Current liabilities - (1,368) (178) (162)
Non-Current liabilities and provisions - (664) - -
Revenue - 11,187 293 351
Profit before taxation - 453 194 151
Total comprehensive income - 359 132 145
Profit attributable to the Group - 185 - -
Dividends received - 49 - -
All associates and joint venture prepare their financial statements in
accordance with FRS 102 other than MAB Broker Services PTY Limited who prepare
their financial statements in accordance with the Australian Accounting
Standards. There would be no material difference to the profit attributable to
the Group if the accounts of any of the associates were prepared in accordance
with IFRS.
Unrecognised losses
The Group has discontinued recognising its share of losses from its joint
venture as these exceed the carrying amount of the investment. The Group had
unrecognised profits in the year of £65,000 (2024: £70,000) and cumulative
unrecognised losses of £622,000 (2024: 687,000).
Derivative financial instruments
During the year, the put and call options for Heron and Evolve lapsed as a
result of the acquisitions of these businesses. As a result. the carrying
values of the assets and liabilities were released to the consolidated
statement of comprehensive income. This resulted in a net loss of £0.1m.
17. Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 2,441 2,515
Less provision for impairment of trade receivables (316) (336)
Trade receivables - net 2,125 2,179
Other receivables 605 198
Loans to related parties 699 699
Less provision for impairment of loans to related parties (15) (15)
Total financial assets other than cash and cash equivalents classified at 3,414 3,061
amortised cost
Prepayments 4,261 3,093
Accrued income 6,276 4,698
Total trade and other receivables 13,951 10,852
Less: non-current - Loans to related parties (145) (265)
Less: non-current - Trade receivables (547) (824)
Current trade and other receivables 13,259 9,763
2025 2024
Reconciliation of movement in trade and other receivables to cash flow £'000 £'000
Movement per trade receivables 3,099 1,178
Acquired trade and other receivables, net of intercompany balances (545) -
Total movement per cash flow 2,554 1,178
All amounts relating to accrued income at the end of 2023 (£5.1m) and 2024
(£4.7m) were received in the following year.
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 21.
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 31 December 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.
2025 2024
£'000 £'000
As at 1 January 336 454
New impairment provisions in the year 40 121
Provision utilised in the year - (239)
Impairment provisions no longer required (60) -
As at 31 December 316 336
A summary of the movement in the provision for the impairment of loans to
related parties is as follows:
2025 2024
£'000 £'000
As at 1 January 16 18
Impairment provisions no longer required - (2)
As at 31 December 16 16
As at 31 December 2025 the lifetime expected loss provision for loans to
associates is £0.0m (2024: £0.0m), with 12 month expected credit losses
recognised for remaining associates.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivables mentioned above less collateral held as
security. Details of security held are given in note 21.
18. Cash and cash equivalents
2025 2024
£'000 £'000
Unrestricted cash and bank balances 8,147 4,187
Bank balances held in relation to retained commissions 18,040 19,488
Cash and cash equivalents 26,187 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 19).
The Group also held short-term deposits with a total balance of £0.4m that
are due to mature within 12 months of the reporting date. These deposits are
presented separately from cash and cash equivalents where they do not meet the
IAS 7 definition of a cash equivalent.
19. Trade and other payables
2025 2024
£'000 £'000
Appointed Representatives retained commission 18,040 19,488
Other trade payables 13,256 8,471
Trade payables 31,296 27,959
Social security and other taxes 3,067 1,799
Other payables 61 356
Accruals 12,234 8,870
Deferred consideration 3,919 498
Total trade and other payables 50,577 39,482
2025 2024
£'000 £'000
Current 43,509 36,503
Non-current 7,068 2,979
Total trade and other payables 50,577 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 recognising a 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 19.
The increase in other trade payables from prior year is mainly driven by
increased commission owed to Appointed representatives and balances within
acquired businesses. The increase in accruals is also driven by balances
within acquired business in addition to higher payroll related accruals.
The non-current portion of trade and other payables relates to Appointed
Representative retained commission and accruals, see note 21.
As at 31 December 2025 and 31 December 2024, the carrying value of trade and
other payables classified as financial liabilities measured at amortised cost
approximates fair value.
2025 2024
Reconciliation of movement in trade and other payables to cash flow £'000 £'000
Movement per trade and other payables 11,095 1,615
Accrued amounts relating to non-controlling interest purchase 498 2,423
Acquired trade and other payables, net of intercompany balances (2,547) -
Settlement of loans and accrued interest on acquisition 707 -
Movement in deferred consideration related to acquisitions (3,919) -
Share-based payment accruals (1,181) (870)
Total movement per cash flow 4,653 3,168
20. Loans and borrowings
2025 2024
£'000 £'000
Bank loans 11,427 13,837
Total loans and borrowings 11,427 13,837
Less: non-current - Bank loans - (8,735)
Current loans and borrowings 11,427 5,102
A summary of the maturity of loans and borrowings is as follows:
Restated
2025 2024
Bank loans £'000 £'000
Payable in 1 year 11,427 5,102
Payable in 1-2 years - 8,735
Payable in 2-5 years - -
Total bank loans 11,427 13,837
At the reporting date, the Group's borrowings are classified as current, as
the related facilities are contractually due to mature within 12 months of the
reporting date. The Group has commenced a refinancing process with the
intention of extending the maturity of the facilities for a further three year
term and is progressing as planned. As the refinancing had not been completed
at the reporting date, the Group did not have an unconditional right at that
date to defer settlement for at least 12 months and, accordingly, the
borrowings continue to be presented as current.
The prior year maturity analysis of loans and borrowings has been restated
moving £5.0m from payable in 2-5 years to payable in 1-2 years, increasing
the amount payable in 1-2 years to £8.4m. This more accurately reflects the
contractual terms of the Group's borrowing facility at 31 December 2024.
Although the Group had agreed in principle with its lenders to extend the
facility, the formal amendment had not been executed at the reporting date and
the Group did not therefore have an unconditional right to defer settlement in
line with the previously disclosed maturity analysis.
In connection with the acquisition of Fluent, the Group entered into an
agreement on 28 March 2022 with NatWest, in respect of a new term loan for
£20m and a revolving credit facility for £15m (the "Facilities Agreement"),
in order to part fund the cash consideration payable in relation to the
acquisition. It is MAB's intention to repay the drawn down proportion of the
revolving element of this debt facility as soon as practicable. In respect of
the new facilities, the Group has given security to NatWest in the form of
fixed and floating charges over the assets of Mortgage Advice Bureau Limited,
Mortgage Advice Bureau (Derby) Limited, Mortgage Advice Bureau (Holdings) plc,
First Mortgage Direct Limited, First Mortgage Limited, Project Finland Bidco
Limited, Fluent Money Limited and Fluent Mortgages Limited.
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.
21. 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:
2025 2024
Financial assets £'000 £'000
Cash and cash equivalents 26,187 23,675
Trade and other receivables (amortised cost) 3,414 3,061
Derivative financial instruments (FVTPL) - 212
Total financial assets 29,601 26,948
2025 2024
Financial liabilities £'000 £'000
Trade and other payables (amortised cost) 13,317 8,827
Loans and borrowings (amortised cost) 11,427 13,837
Accruals (amortised cost) 12,234 9,368
Redemption liability (amortised cost) 8,892 3,970
Clawback liability (amortised cost) 15,116 12,591
Lease liabilities (amortised cost) 6,826 4,220
Derivative financial instruments (FVTPL) - 71
Appointed representative retained commission (amortised cost) 18,040 19,488
Total financial liabilities 85,852 72,372
`
2025 2024
Financial assets £'000 £'000
Cash and cash equivalents 26,187 23,675
Trade and other receivables (amortised cost) 3,414 3,061
Derivative financial instruments (FVTPL) - 212
Total financial assets 29,601 26,948
2025 2024
Financial liabilities £'000 £'000
Trade and other payables (amortised cost) 13,317 8,827
Loans and borrowings (amortised cost) 11,427 13,837
Accruals (amortised cost) 12,234 9,368
Redemption liability (Amortised cost) 8,892 3,970
Clawback liability (amortised cost) 15,116 12,591
Lease liabilities (amortised cost) 6,826 4,220
Derivative financial instruments (FVTPL) - 71
Appointed representative retained commission (amortised cost) 18,040 19,488
Total financial liabilities 85,852 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.
Quantitative disclosures of the credit risk exposure in relation to financial
assets are set out below. Further disclosures regarding trade and other
receivables are given in note 17.
2025 2024
Financial assets- maximum exposure £'000 £'000
Cash and cash equivalents 26,187 23,675
Trade and other receivables (amortised cost) 3,414 3,061
Derivative financial instruments (FVTPL) - 212
Total financial assets 29,601 26,948
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 plc (rated A), HSBC Bank
plc (rated AA-) 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. A maturity analysis of
loans and borrowings is set out in Note 20.
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. The contractual maturities of
financial liabilities are as follows:
31 December 2025
(£'000) Within 1 year 1-2 years 2- 5 years After 5 years Total
Trade and other payables (amortised cost) 13,317 - - - 13,317
Loans and borrowings (amortised cost) 11,427 - - - 11,427
Accruals (amortised cost) 10,297 443 1,494 - 12,234
Deferred Consideration - - 3,706 - 3,706
Redemption liabilities (amortised cost) - 2,115 12,335 - 14,450
Clawback liability (amortised cost)*** 15,116 - - - 15,116
Lease liabilities (amortised cost) 1,598 1,450 3,145 2,425 8,618
Appointed representative retained commission (amortised 16,615 646 634 145 18,040
cost)
68,370 4,654 21,314 2,570 96,908
31 December 2024
(£'000) (Restated) Within 1 year 1-2 years 2- 5 years After 5 years Total
Trade and other payables (amortised cost) 8,827 - - - 8,827
Loans and borrowings (amortised cost)* 5,602 9,709 - - 15,311
Accruals (amortised cost) 7,718 515 1,135 - 9,368
Redemption liabilities (amortised cost)** - 689 6,436 - 7,125
Clawback liability (amortised cost)*** 12,591 - - - 12,591
Lease liabilities (amortised cost) 1,098 794 1,743 1,962 5,597
Derivative financial instruments (FVTPL) - 71 - - 71
Appointed representative retained commission (amortised cost) 18,159 309 743 277 19,488
53,995 12,087 10,057 2,239 78,378
* See note 20 for more detail regarding the restatement of the Loans and
borrowings maturity analysis.
** The redemption liabilities disclosure has been restated as the presentation
of redemption liabilities were previously disclosed on a discounted basis
rather than at their contractual undiscounted amounts. The correction relates
to disclosure only and had no effect on the Group's reported results, net
assets or cash flows.
*** For the purposes of the contractual maturity analysis, the clawback
liability is included in the "within one year" time band because the liability
can be triggered at any time during the indemnity period and settlement is not
subject to any contractual deferral rights. Management's expected settlement
profile differs from the contractual presentation and is forecast to occur
over the four-year indemnity period, reflecting management's best estimate of
when clawback triggers will arise (refer to Note 22, Clawback liability).
Appointed Representative retained commission does not have a definite maturity
date and it is not possible to accurately estimate the repayment profile,
other than when Appointed Representative firms are in the initial term of
their contract. The Directors consider that the disclosed maturity profile is
the most appropriate.
The Board reviews detailed 12-month cash flow projections, supported by
working capital modelling, alongside monthly updates on actual cash balances.
In addition, the Board receives higher-level forecasts extending out to five
years to support longer-term planning and capital assessment. At the end of
the financial year, these projections indicated that the Group expected to
have sufficient liquid resources to meet its obligations under all reasonably
expected circumstances. The Group's capital resource requirements are set by
its regulator, the Financial Conduct Authority ("FCA"), and the Board has
established a policy to maintain adequate capital at all times to ensure these
requirements are met or exceeded. Quarterly reports are submitted to the FCA
and are authorised by the Chief Financial Officer, at which time capital
adequacy is reassessed.
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 31 December 2025 was £56.7m (2024:
£43.0m) with the Group expected to continue meeting all requirements based on
the latest Going Concern assessment.
22. Clawback liability
2025 2024
£'000 £'000
As at 1 January 12,591 10,331
Net charge to the consolidated statement of comprehensive income 471 2,260
Acquisition of subsidiaries 2,054 -
As at 31 December 15,116 12,591
The balance relates to refund liabilities for the estimated cost of repaying
commission income received upfront on protection policies that may lapse in
the four years following issue. Under the Group's revenue contracts with
protection providers, if the policy is cancelled by the customer within a
four-year period after the inception of the policy, then a proportion of the
commission received upfront has to be repaid to the protection provider. While
the exact timing of any future repayments (termed 'clawbacks') within the
four-year period is uncertain, it has been estimated based on both data from
protection providers and internal commission data that £6.1m (2024: £5.2m)
of the liability would be payable after more than one year. The liability is
based on the Directors' best estimate, using industry data where available, of
the probability of clawbacks to be made.
The refund liability is measured on a portfolio basis across relevant
policies, therefore it is not practicable to separately identify utilisations,
new refund liabilities and remeasurements. The amount recognised in profit or
loss therefore represents the net movement in the liability during the period.
23. Deferred tax
Deferred tax is calculated in full on temporary differences using tax rates of
25% based on when the temporary differences are expected to unwind (2024: 25%)
The movement in deferred tax is shown below:
2025 2024
£'000 £'000
Net deferred tax liability - opening balance (11,385) (10,698)
Acquired Balances (2,336) -
Recognised in the consolidated statement of comprehensive income 1,190 5
Deferred tax movement recognised in equity 4 (692)
Net deferred tax liability - closing balance (12,527) (11,385)
The deferred tax balance is made up as follows:
2025 2024
£'000 £'000
Fixed asset timing differences (13,826) (12,311)
Other timing differences 290 216
Tax losses - 219
Share-based payment 1,009 491
Net deferred tax liability (12,527) (11,385)
24. Share capital
2025 2024
Issued and fully paid £'000 £'000
Ordinary shares of 0.1p each 58 58
Total share capital 58 58
During the period 65,042 ordinary shares of 0.1p each were issued following
partial exercise of options issued in 2018, 2019 and 2020 at no premium. As at
31 December 2025, there were 58,021,831 ordinary shares of 0.1p in issue
(2024: 57,956,789).
During the prior period 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 6 for
further details.
25. Reserves
The Group's policy is to maintain an appropriate capital base and comply with
its externally imposed capital requirements whilst providing maximum
shareholder value.
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Capital redemption reserve The capital redemption reserve represents the cancellation of part of the
original share capital premium of the company at par value of any shares
repurchased.
Share option reserve The fair value of equity instruments granted by the Company in respect of
share-based payment transactions and deferred tax recognised in equity.
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
There is no restriction on the distribution of retained earnings.
26. Retirement benefits
The Group operates two defined contribution pension schemes for the benefit of
its employees and also makes contributions to a self-invested personal pension
("SIPP"). The assets of the schemes and the SIPP are held separately from
those of the Group in independently administered funds. The pension cost
charge represents contributions payable by the Group to the SIPP and amounted
to £1,898,975 (2024: £1,393,989). There were contributions payable to the
SIPP as at 31 December 2025 of £335,393 (2024: £311,106).
27. Related party transactions
The following table shows the total amount of transactions that have been
entered into with related parties during the year and balances held with as at
the year ended 31 December 2025 and 2024
Relationship Amounts received/(paid)* Balance of retained commissions** Loans owed to MAB
31 December 31 December 31 December 31 December 31 December 31 December
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Buildstore Limited Associate (1,032) (964) 75 51 - 10
Sort Limited Associate 802 1,087 - - - -
Clear Mortgage Solutions Limited Associate (7,248) (5,998) 607 571 - -
Evolve FS Ltd Associate*** (3,362) (3,722) - 277 - -
The Mortgage Broker Limited Associate (2,046) (1,614) 19 61 32 -
Meridian Holdings Group Ltd Associate*** (4,914) (5,128) - 485 - -
M & R FM Ltd Associate*** (3,942) (245) - 284 - -
Heron Financial Limited Associate*** (445) (3,175) - 118 - 267
Pinnacle Surveyors (England & Wales) Ltd Associate (1) (306) - - 407 406
The Mortgage Mum Limited Associate (319) - - - 245 -
MAB Broker Services PTY Limited Joint Venture - - - - 15 15
* The amounts disclosed comprise commission income and expenses, loans
advanced and repayments received, as well as purchases of goods and services.
** Balances in relation to retained commissions are to cover future lapses.
*** Transactions relating to these related parties are for the period in the
year up to the date they became a subsidiary investment.
During the period the Group received dividends from associate companies as
follows:
31 December 2025 31 December 2024
£'000 £'000
Clear Mortgage Solutions Limited 301 271
M & R FM Limited 368 185
Heron Financial Limited 29 293
Pinnacle Surveyors (England & Wales) Ltd 88 49
Total dividends received 786 798
28. Share-based payments
Mortgage Advice Bureau Executive Share Option Plan
The Group operates two equity-settled share-based remuneration schemes for
Executive Directors and certain senior management, one being an approved
scheme, the other unapproved, but with similar terms. For options granted
before 2023, half of the options are subject to a total shareholder return
(TSR) performance condition and the remaining half are subject to an earnings
per share (EPS) performance condition. For options granted during 2023, 2024
and 2025, the options are subject to an earnings per share (EPS) performance
condition. The outstanding options in the unapproved scheme vest and are
exercisable as follows:
For options granted during 2018 and outstanding as at 1 January 2025:
100% based on performance to 31 March 2021, exercisable between 11 April 2021
and 9 April 2026.
For options granted during 2019 and outstanding as at 1 January 2025:
100% based on performance to 31 March 2022, exercisable between 1 July 2022
and 1 July 2027.
For options granted during 2020 and outstanding as at 1 January 2025:
100% based on performance to 31 March 2023, exercisable between 22 April 2023
and 21 July 2028.
For options granted during 2021 and outstanding as at 1 January 2025:
100% based on performance to 31 March 2024, exercisable between 1 April 2024
and 31 March 2029.
For options granted during 2022 and outstanding as at 1 January 2025:
100% based on performance to 31 March 2025, exercisable between 6 April 2025
and 6 June 2030.
For options granted during 2023 and outstanding as at 1 January 2025:
100% based on performance to 31 December 2025, exercisable between 1 April
2026 and 30 May 2031.
For options granted during 2024 and outstanding as at 1 January 2025:
100% based on performance to 31 December 2026, exercisable between 1 April
2027 and 30 May 2032.
For options granted during the year:
100% based on performance to 31 December 2027, exercisable between 1 April
2028 and 30 May 2033.
The number and weighted average exercise price (WAEP) of, and movements in,
share options during the year for the Mortgage Advice Bureau Executive Share
Option Plan:
2025 WAEP 2025 2024 WAEP 2024
£ Number £ Number
Outstanding as at 1 January 0.001 864,409 0.001 756,029
Granted during the year 0.001 485,927 0.001 325,549
Exercised 0.001 (65,042) 0.001 (25,001)
Lapsed* - (132,599) - (192,168)
Outstanding as at 31 December 0.001 1,152,695 0.001 864,409
Exercisable as at 31 December 0.001 159,554 0.001 224,596
*Due to not fully vesting, retirement or leaving the Group.
On 29 April 2025 and 1 October 2025, 408,418 and 77,509 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") at a fair value of £7.22 and £5.91 respectively. 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 35 months and 30 months respectively from the date of grant. The
exercise price for the Options is 0.1 pence, being the nominal cost of the
Ordinary Shares.
Options exercised in December 2025 resulted in 65,042 ordinary shares being
issued at an exercise price of £0.01. The price of the ordinary shares at the
time of exercise were £6.69.
For the Options outstanding under the Mortgage Advice Bureau Executive Share
Option Plan as at 31 December 2025, the weighted average remaining contractual
life is 4.3 years (2024: 4.8 years). This is calculated on the basis of the
final date that the options can be exercised.
The following information is relevant in the determination of the fair value
of options granted during the year under the equity-settled share-based
remuneration scheme operated by the Group.
2025 2024
Option pricing model Black- Scholes Black- Scholes
Exercise price £0.001 £0.001
Expected dividend yield* 3.52% 3.11%
*The expected dividend yield is the weighted average yield for the shares
issued during 2025.
The options granted during 2025 are subject to performance criteria based
solely on earnings per share performance. They have a vesting period of 2
years and 11 months and 2 years and 3 months based on the grant date of 29
April 2025 and 1 October 2025 from the date of grant and the calculation of
the share-based payment is based on this vesting period respectively.
The Fluent Money Long-Term Incentive Plan
The Group operates a equity-settled share-based renumeration scheme for
certain senior management of Fluent. The Scheme was setup in 2025 and 50% of
the Options are subject to profitability performance conditions and 50% are
subject to revenue performance conditions with an overarching conditions that
must be satisfied on market share.
For options granted during the year:
The options are subject in full to performance conditions measured up to 31
December 2027 and are exercisable in two tranches: 75% between 29 April 2028
and 29 April 2033 and 25% between 29 April 2029 and 29 April 2034.
The number and weighted average exercise price (WAEP) of, and movements in,
share options during the year for The Fluent Money Long-Term Incentive Plan:
2025 WAEP 2025
£ Number
Outstanding as at 1 January - -
Granted during the year 0.001 534,660
Outstanding as at 31 December 0.001 534,660
Exercisable as at 31 December 0.001 -
On 29 April 2025, 534,660 options over ordinary shares of 0.1 pence each in
the Company were granted to senior employees of Fluent Money Limited under the
Fluent Money Limited Long-Term Incentive Plan. The options are subject to
continued service conditions and performance conditions relating to the
profitability of the Fluent Group. Vesting occurs in tranches, with each
tranche conditional upon the achievement of certain targets for the relevant
period. Subject to vesting and satisfaction of the applicable performance
conditions, the options are exercisable between 35 months and 47 months after
the date of grant. The exercise price is 0.1 pence per ordinary share, being
the nominal value of the ordinary shares.
For the Options outstanding under the Fluent Money Long-Term Incentive Plan as
at 31 December 2025, the weighted average remaining contractual life is 7.8
years. This is calculated on the basis of the final date that the options can
be exercised.
The following information is relevant in the determination of the fair value
of options granted during the year under the equity-settled shar based
remuneration scheme operated by the Group.
2025
Option pricing model Black- Scholes
Exercise price £0.001
Expected dividend yield* 3.52%
*The expected dividend yield is the weighted average yield for the shares
issued during 2025.
The options granted during 2025 are subject to performance criteria based on
Fluent achieving certain Profitability and Revenue performance. They have a
vesting period of 2 years and 11 months and 3 years and 11 months based on the
grant date of 29 April 2025 and the calculation of the share based payment is
based on this vesting period respectively.
Share-based remuneration expense
The share-based remuneration costs for the period are made up as follows:
2025 2024
£'000 £'000
Charge for equity settled-schemes 1,376 127
National Insurance on equity-settled schemes 298 (330)
Share incentive plan costs 143 98
Free shares awarded to employees 338 337
Charge for equity-settled acquisition options 1,850 1,555
Charge for cash settled acquisition options 401 765
Total costs 4,406 2,552
Options exercised during the period resulted in a transfer from the Share
option reserve to Retained earnings of £0.2m (2024: £0.2m) reflected in the
consolidated statement of changes in equity.
29. Events after the reporting date
There were no material events after the reporting period which have a bearing
on the understanding of these financial statements.
30. Non-controlling interest (NCI)
Set out below is summarised financial information for each subsidiary that has
a non-controlling interest that is material to the Group. The amounts
disclosed for each subsidiary are their consolidated financial information
before inter-company eliminations.
As at 31 December 2025, none of the non-controlling interests within the Group
were considered material for the purposes of the disclosure requirements of
IFRS 12. Accordingly, the Group has not presented summarised financial
information for subsidiaries with non-controlling interests in the current
year. Comparative information for the year ended 31 December 2024 has been
retained, as one non-controlling interest was considered material in the prior
year and was therefore included within this disclosure note.
2024
Summarised balance sheet £'000
Current assets 5,388
Current liabilities (4,676)
Current net assets 712
Non-current assets 11,907
Non-current liabilities (225)
Non-current net assets 11,682
Net Group assets on consolidation 30,911
Net Assets 43,305
Accumulated NCI 999
Summarised statement of comprehensive income £'000
Revenue 41,734
Profit for the period and total comprehensive income 1,363
Profit allocated to NCI 214
Dividends paid to NCI -
Summarised cash flows £'000
Cash flows from operating activities 838
Cash flows used in investing activities (331)
Cash flows used in financing activities (484)
Net increase in cash & cash equivalents 23
31. Contingent Liabilities
The Group had no contingent liabilities as at 31 December 2025 or 31 December
2024.
32. Ultimate controlling party
There is no ultimate controlling party.
33. Notes supporting statement of cash flows
Cash and cash equivalents for purposes of the statement of cash flows
comprises:
Loans and borrowings
Leases Total
£'000 £'000 £'000
Balance as at 31 December 2023 and 1 January 2024 18,249 2,736 20,985
Cash Flows:
Repayment of borrowings (4,350) - (4,350)
Principal lease payments - (865) (865)
Interest paid (1,329) (68) (1,397)
Non-cash flows:
New leases and lease remeasurements - 2,349 2,349
Interest charged to income statement 1,199 68 1,267
Unwinding of loan arrangement fees 68 - 68
Balance as at 31 December 2024 and 1 January 2025 13,837 4,220 18,057
Cash Flows:
Repayment of borrowings (2,300) - (2,300)
Principal lease payments - (1,072) (1,072)
Settlement of loans and accrued interest on acquisition (707) - (707)
Interest paid (975) (337) (1,312)
Non-cash flows:
New leases and lease remeasurements - 3,110 3,110
Acquisition of subsidiary 707 568 1,275
Interest charged to income statement 806 337 1,143
Unwinding of loan arrangement fees 59 - 59
Balance as at 31 December 2025 11,427 6,826 18,253
Group companies
In accordance with Section 409 of the Companies Act 2006 a full list of
subsidiaries, associates and joint ventures, the address of the registered
office, effective percentage of equity owned and the associated nature of each
business as at 31 December 2025 are disclosed below.
Percentage of
Subsidiaries ordinary shares held (effective holding)
Company Name Registered Address Nature of business
Mortgage Advice Bureau Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
Mortgage Advice Bureau (Derby) Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
Capital Protect Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
Mortgage Talk Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
Talk Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Intermediate holding company
MABWM Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
First Mortgage Direct Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Provision of financial services
First Mortgage Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Provision of financial services
Property Law Centre Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Provision of financial services
Kinleigh Financial Services Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Provision of financial services
Mortgage Advice Bureau Australia (Holdings) PTY limited Norton Rose Fulbright, Level 18, 225 George Street, Sydney, NSW 2000, 100 Intermediate holding company
Australia
Mortgage Advice Bureau PTY Limited Norton Rose Fulbright, Level 18, 225 George Street, Sydney, NSW 2000, 100 Holding of intellectual property
Australia
Vita Financial Limited 1st Floor Tudor House, 16 Cathedral Road, Cardiff, CF11 9LJ 100 Provision of financial services
BPR Protect Limited 1st Floor Tudor House, 16 Cathedral Road, Cardiff, CF11 9LJ 100 Provision of financial services
Company Protection Limited 1st Floor Tudor House, 16 Cathedral Road, Cardiff, CF11 9LJ
75 Provision of financial services
Aux Group Limited Capital House, Pride Place, Derby, England, DE24 8QR 75 Provision of financial services
Auxilium Partnership Limited Capital House, Pride Place, Derby, England, DE24 8QR 75 Provision of financial services
Project Finland Topco Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Intermediate holding company
Project Finland Bidco Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Intermediate holding company
The Fluent Money Group Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Intermediate holding company
Fluent Mortgages Holdings Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Intermediate holding company
Fluent Mortgages Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Fluent Mortgages Horwich Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Fluent Lifetime Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Fluent Money Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Fluent Loans Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Fluent Bridging Limited 102 Rivington House Chorley New Road, Horwich, Bolton, England, BL6 5UE
84.3 Provision of financial services
Meridian Holdings Group Limited 68 Pullman Road, Wigston, Leicester, LE18 2DB 80 Provision of financial services
Evolve FS Ltd Unit 26-28 Brightwell Barns, 49 Waldringfield Road, Brightwell, Ipswich, 100 Provision of financial services
Suffolk, IP10 0BJ
Heron Financial Limited Moor Park Golf Club, Moor Park, Rickmansworth, Hertfordshire, England, WD3 1QN 74.5 Insurance agent and broker
M&R FM Ltd 64 Provision of financial services
14 Kensington Terrace, Gateshead, NE11 9SL
Dashly Limited 22 Charterhouse Square, London, England, EC1M 6DX 100 Technology platform
Mortgage Advice Bureau (UK) Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
Mortgage Advice Bureau (Bristol) Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
MAB (Derby) Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
L&P 134 Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
L&P 137 Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
Mortgage Talk (Partnership) Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
Financial Talk Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
Survey Talk Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
Loan Talk Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
MAB1 Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
MAB Private Finance Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
MAB Financial Planning Limited Capital House, Pride Place Pride Park, Derby, DE24 8QR 100 Dormant
First Mortgage Shop Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Dormant
First Mortgages Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Dormant
Fresh Start Finance Limited 30 Walker Street, Edinburgh, EH3 7HR 100 Dormant
In accordance with Section 479A of the Companies Act 2006, Mortgage Advice
Bureau (Holdings) plc is providing an audit exemption to the following
subsidiaries for the year ending 31 December 2025:
Company Name Company Registration Number
MABWM Limited 07090185
Mortgage Talk Limited 03571948
Talk Limited 05337682
First Mortgage Limited SC177681
Property Law Centre Limited SC348791
Project Finland Bidco Limited 09960083
The Fluent Money Group Limited 09774736
Fluent Mortgages Holdings Limited 06763065
Fluent Mortgages Limited 05962939
Fluent Mortgages Horwich Limited 14127588
Fluent Lifetime Limited 11226852
Fluent Loans Limited 06890680
Fluent Bridging Limited 13198365
Vita Financial Limited 07266691
BPR Protect Limited 10177610
Lucra Mortgages Limited 13306132
Kinleigh Financial Services Limited 02701285
Company Protection Limited 14990690
Associates and joint ventures Percentage of
ordinary shares held (effective holding)
Company Name Registered Address Nature of business
CO2 Commercial Limited Profile House, Stores Road, Derby, DE21 4BD 49 Property surveyors
Sort Group Limited Burdsall House, London Road, Derby DE24 8UX 43.25 Conveyancing services
Buildstore Limited NSB & RC Lydiard Fields, Great Western Way, Swindon SN5 8UB 25 Provision of financial services
Clear Mortgage Solutions Limited 114 Centrum House, Dundas Street, Edinburgh EH3 5DQ 49 Provision of financial services
MAB Broker Services PTY Limited Level 5, 2 Elizabeth Plaza, North Sydney, NSW 2060 48.05 Provision of financial services
The Mortgage Broker Group Limited Prospect House 1, Prospect Place, Derby, DE24 8HG 25 Provision of financial services
The Mortgage Mum Holdings Limited Ground Floor, 1279 London Road, Leigh-On-Sea, Essex, SS9 2AD 49 Provision of financial services
The reporting date for the Group's associates, as listed in the table above,
other than Clear Mortgage Solutions Limited, MAB Broker Services PTY Ltd, and
Dashly Limited is 31 December and their country of incorporation is England
and Wales. The reporting date for Clear Mortgage Solutions Limited is 30
December and its country of incorporation is England and Wales. The reporting
date for the Group's joint venture, MAB Broker Services PTY Limited, is 30
June and its country of incorporation is Australia. The reporting date for The
Mortgage Mum Holdings Limited is 31 March and its country of incorporation is
England and Wales.
Company statement of financial position as at 31 December 2025
The following parent entity financial statements are prepared under FRS 102
and relate to the Company and not to the Group. The statement of accounting
policies which have been applied to these accounts can be found on page 233.
The Company is a non-trading holding company and has no employees. As
permitted by section 408 of the Companies Act 2006 the Company has elected not
to present its own profit and loss account for the year. The Company reported
a profit for the financial year of £12.8m (2024: £16.2m).
2025 2024
Note £'000 £'000
Fixed assets
Investments 3 15,622 14,586
Current assets
Debtors 4 45,341 45,341
Net assets 60,963 59,927
Capital and reserves
Called up share capital 5 58 58
Share premium accounts 6 55,163 55,163
Capital redemption reserve 6 20 20
Retained earnings 6 5,722 4,686
Total equity 60,963 59,927
The notes that follow form part of these financial statements.
The financial statements were approved by the Board of Directors on 17 March
2026.
Company statement of changes in equity for the year ended 31 December 2025
Share capital Share premium Capital redemption reserve Retained earnings Total Equity
£'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2024 57 48,155 20 5,674 53,906
Profit for the year - - - 16,167 16,167
Total comprehensive income - - - 16,167 16,167
Transactions with owners
Issue of shares 1 7,008 - - 7,009
Share-based payments - - - 1,556 1,556
Options exercise - - - (2,544) (2,544)
Dividends paid - - - (16,167) (16,167)
Transactions with owners 1 7,008 - (17,155) (10,146)
Balance as at 31 December 2024 and 1 January 2025 58 55,163 20 4,686 59,927
Profit for the year - - - 12,751 12,751
Total comprehensive income - - - 12,751 12,751
Transactions with owners
Share-based payments - - - 1,036 1,036
Dividends paid - - - (12,751) (12,751)
Transactions with owners - - - (11,715) (11,715)
Balance as at 31 December 2025 58 55,163 20 5,722 60,963
Notes to the Company statement of financial position as at 31 December 2025
1. Accounting policies
Basis of preparation
The separate financial statements of the Company are presented as required by
the Companies Act 2006 and have been prepared under the historical cost
convention and in accordance with Financial Reporting Standard 102, the
Financial Reporting Standard applicable in the United Kingdom and the Republic
of Ireland. The FRS 102 reduced disclosure framework has been applied and the
Company meets the definition of a qualifying entity. The principal accounting
policies are summarised below. They have all been consistently applied to all
years presented.
The preparation of financial statements in accordance with FRS 102 requires
the use of certain critical accounting estimates. It also requires management
to exercise judgement in applying the company's accounting policies. Given the
nature of the Company's business there are no critical accounting estimates or
areas of judgement required in the preparation of the financial statements.
Cash flow statement
The cash flows of the Company are included in the consolidated cash flow
statement of Mortgage Advice Bureau (Holdings) plc which is included in this
annual report. Consequently, the Company is exempt under the terms of FRS 102
from publishing a cash flow statement.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in the accounts.
Investments
Investments in subsidiaries are held at historical cost less provision for
impairment. The carrying values of investments are reviewed for impairment
when events or changes in circumstances indicate the carrying value may not be
recoverable. Where the Company will settle a share-based payment transaction
in respect of future consideration payable by a subsidiary for the purchase of
a minority stake relating to an acquisition the cost of the share-based
payment is capitalised.
Share capital
Financial instruments issued by the Company are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity instruments. Incremental
costs directly attributable to the issue of new shares are shown in share
premium as a deduction from proceeds.
Dividends
Dividends are recognised when they become legally payable. In the case of
interim dividends to equity shareholders, this is when they are paid. In the
case of final dividends, this is when they are approved by the shareholders.
Financial instruments
The Company makes little use of financial instruments other than intercompany
balances and so its exposure to credit risk and cash flow risk is not material
for the assessment of the assets, liabilities, financial position, and profit
of the Company.
The Directors consider that there is no credit risk on intercompany balances.
2. Profit for the year
During the year the Company's only income was dividends receivable from its
subsidiaries. The auditor's remuneration for audit and other services is
disclosed in note 6 to the consolidated financial statements for the Group.
Remuneration for the audit of the Company financial statements is borne by a
subsidiary entity.
3. Investments
Subsidiary undertakings
£'000
Cost
As at 1 January 2025 14,586
Additions 1,036
As at 31 December 2025 15,622
Net book value
As at 31 December 2025 15,622
As at 31 December 2024 14,586
The list of subsidiaries is disclosed in the Group Companies Glossary. The
investments made by the Group are disclosed in Note 15 of the Group
Consolidated Financial Statements.
4. Debtors
2025 2024
£'000 £'000
Amounts due from Group Undertakings 45,341 45,341
Amounts due from Group undertakings are unsecured, interest free and have no
fixed repayment term.
5. Share capital
2025 2024
Issued and fully paid £'000 £'000
Ordinary shares of 0.1p each 58 58
Total share capital 58 58
During the period 65,042 ordinary shares of 0.1p each were issued following
partial exercise of options issued in 2018, 2019 and 2020 at no premium. As at
31 December 2025, there were 58,021,831 ordinary shares of 0.1p in issue
(2024:
During the prior period 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 5 of
the Group accounts for further details. As at 31 December 2025, there were
57,956,789 ordinary shares of 0.1p in issue (2024: 57,956,789).
6. Reserves
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Capital redemption reserve The capital redemption reserve represents the cancellation of part of the
original share capital premium of the company at par value of any shares
repurchased.
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
There is no restriction on the distribution of retained earnings.
7. Financial instruments and risk
The only financial asset of the Company is an amount due from other Group
undertakings and therefore the Company is exposed to minimal financial risks.
Details of the Group's management of the financial risks to which it is
exposed are set out in note 22 to the financial statements for the Group.
8. Related party transactions
The Company has taken advantage of the exemption in s33.1A of FRS102 not to
disclose transactions with group companies which are 100% owned.
Glossary of Alternative Performance Measures ("APMs") for the Group's annual
report and financial statements
In the prior year, the Group presented an APM for Adjusted profit before tax
excluding software capex and Adjusted diluted earnings per share excluding
software capex. These measures were relevant to that year to enable
comparability due to capitalising of software development costs relating to
Midas Platform for the first time.
In the current year, software capex is no longer considered a new item and
management no longer monitor performance on a basis excluding software capex.
Accordingly, these APMs have been discontinued and are not presented as APMs
in the current year.
Sofware capex continues to be disclosed within the financial statements and
cash flow information, and the definitions of the remaining APMs are
unchanged.
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.
APM Closest equivalent statutory measure Definition and purpose
Income statement measures
Administrative expenses ratio None Calculated as administrative expenses as a percentage of revenue. Management
uses this measure as an additional indicator of the Group's administrative
cost base relative to revenue and to help assess cost efficiency over time.
Adjusted EBITDA None Calculated as EBITDA before acquisition and investment related items and other
adjusting items, as defined by the Group's adjusting items policy. Management
uses this measure as an additional indicator of the Group's underlying
operating performance.
Acquisitions and investment related costs 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 2025 2024
Gross profit 91.9 81.9
Administrative expenses (56.2) (50.5)
Depreciation 2.1 1.9
Amortisation of other intangible assets 1.4 0.5
Share of profit from associates 1.1 1.3
Rounding difference 0.1 -
Adjusted EBITDA 40.4 35.1
Adjusted EBITDA margin None Calculated as Adjusted EBITDA divided by revenue.
Adjusted operating profit Operating profit Calculated as operating profit excluding acquisition and investment related
items and other adjusting items, as defined by the Group's adjusting items
policy. Management uses this measure as an additional indicator of underlying
operating performance and to support comparability between periods where
adjusting items may distort the comparability of reported results.
Acquisition and investment related items 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 2025 2024
Operating profit 24.6 24.7
Amortisation of acquired intangible assets 7.2 5.2
Acquisition costs 0.8 0.1
Exceptional items 0.2 -
Loss on disposal of associate 1.2 -
Non-cash operating expenses relating to put and call option agreements 2.9 2.7
Non-cash fair value losses on financial instruments 0.1 -
Rounding difference (0.1) -
Adjusted operating profit 36.9 32.7
Adjusted profit Profit before tax Calculated as profit before tax excluding acquisition and investment related
before tax items and other adjusting items in accordance with the Group's defined
adjusting items policy. Management uses this measure as an additional
indicator of underlying financial performance before tax and to support
comparability between periods where adjusting items may affect the
comparability of reported results.
Acquisition and investment related items 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 2025 2024
Profit before tax 22.1 22.9
Amortisation of acquired intangible assets 7.2 5.2
Loss on disposal of associate 1.2 -
Acquisition costs 0.8 0.1
Exceptional items 0.2 -
Non-cash operating expenses relating to put and call option agreements 2.9 2.7
Non-cash fair value losses on financial instruments 0.1 -
Redemption liability charge 1.8 1.2
Rounding difference - (0.1)
Adjusted profit before tax 36.3 32.0
Adjusted tax expense Tax expense Calculated as tax expense, adjusted to remove the tax effect of items excluded
from the adjusted profit before tax. Management uses this measure as an
additional indicator of the tax charge associated with the Group's underlying
performance.
£m 2025 2024
Tax expense 6.7 6.8
tax impact of:
Amortisation of acquired intangible assets 1.8 1.3
Acquisition costs 0.2 -
Exceptional Items - -
Adjusted tax expense 8.7 8.1
Adjusted earnings Profit after tax Calculated as adjusted profit before tax less adjusted tax expense, allocated
between non-controlling interests and equity holders of the Parent. It is used
by management to provide additional insight into the Group's underlying
post-tax performance attributable to equity holders of the Parent..
Attributable to:
2025 - £m Parent NCI Group
Adjusted profit before tax 34.3 2.0 36.3
Adjusted tax expense (8.2) (0.5) (8.7)
Adjusted earnings 26.1 1.5 27.6
Attributable to:
2024 - £m Parent NCI Group
Adjusted profit before tax 30.4 1.6 32.0
Adjusted tax expense (7.7) (0.4) (8.1)
Adjusted earnings 22.7 1.2 23.9
Adjusted profit before tax margin None Calculated as adjusted profit before tax divided by revenue. Management uses
this measure as an additional indicator of the Group's underlying
profitability before tax relative to revenue.
Adjusted earnings per share Basic earnings per share Calculated as basic earnings per share after excluding the post tax effect of
acquisition and investment related items and other adjusting items, as defined
by the Group's adjusting items policy. Management uses this measure as an
additional indicator of the Group's underlying earnings attributable to equity
holders of the Parent. See note 7 for further details.
Adjusted diluted earnings per share Diluted earnings per share Calculated as diluted earnings per share after excluding the post-tax effect
of acquisition and investment related items and other adjusting items, as
defined by the Group's adjusting items policy. Management uses this measure as
an additional indicator of the Group's underlying earnings performance
attributable to equity holders of the Parent. See note 7 for further details.
Cash flow measures
Adjusted cash None Calculated as cash generated from operating activities, excluding movements in
generated acquisition costs, exceptional items, loans to AR firms and associates and
changes in restricted cash balances. Management uses this measure as an
additional indicator of cash generated by the Group's underlying operations.
£m 2025 2024
Cash generated from operating activities 42.2 38.6
Acquisition costs 0.8 0.1
Exceptional items 0.2 -
Increase in loans to AR firms and associates - 1.1
Decrease/(Increase) in restricted cash balances 1.4 (0.6)
Rounding difference 0.1 -
Adjusted cash generated 44.7 39.2
Adjusted cash conversion None Calculated as adjusted cash generated divided by adjusted operating profit,
expressed as a percentage. Management uses this measure as an additional
indicator of the extent to which the Group's underlying operating profit is
converted into cash
Balance sheet measures
Net debt None Calculated as loans and borrowings less unrestricted cash and cash
equivalents. Management uses this measure as an additional indicator of the
Group's level of indebtedness..
Leverage None Calculated as net debt divided by adjusted EBITDA, expressed as a multiple.
Management uses this measure as an additional indicator of the Group's level
of indebtedness relative to earnings
1 (#_ftnref1) Based on first charge mortgage contracts exchanged (net of
reclaims) via the Legal & General Mortgage Club. This excluding secured
personal loans (second charge mortgages), Later Life Lending mortgages and
bridging financing.
2 (#_ftnref2) 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 (#_ftnref3) Source: Twenty7Tec
4 (#_ftnref4) Source: UK Finance. Other lending includes further advances
and loans not classified under standard purchase and remortgage categories.
5 (#_ftnref5) Based on first charge mortgage contracts exchanged (net of
reclaims), excluding secured personal loans (second charge mortgages), Later
Life Lending mortgages and bridging financing.
6 (#_ftnref6) Source: Swiss Re Term & Health Watch 2025
7 (#_ftnref7) 2025 are actuals. UK Finance Mortgage Market Forecasts,
published in December 2025 are based on 2025 estimates.
8 (#_ftnref8) IMLA Forecasts, published in December 2025 are based on 2025
estimates.
9 (#_ftnref9) Return on Capital Employed is defined as Adjusted EBIT over
average capital employed
10 (#_ftnref10) Policy numbers represent individual policies placed, rather
than cases or sales, which may include multiple policies for a single customer
11 (#_ftnref11) Includes numbers secured Fluent personal loans (second
charge mortgages), later-life lending products, and bridging finance.
12 (#_ftnref12) Includes numbers secured Fluent personal loans (second
charge mortgages), later-life lending products, and bridging finance.
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