Interim Financial Report 31 Dec 2023 & Appendix 4D

ABN 52 118 913 232

and its controlled entities

APPENDIX 4D Interim Financial Report 31 December 2023

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Corporate directory

Current Directors Andrew Jensen Executive Chairman and Chief Operating Officer Geoff Lucas Managing Director and CEO Paul Niardone Executive Director Adam Davey Non-executive Director

Company Secretary Stuart Usher

Registered Office and Head Office Share Registry Street: 68 Milligan Street Advanced Share Registry Limited PERTH WA 6000 Street + Postal: 110 Stirling Highway Postal: PO Box 7768 Nedlands WA 6009 Cloisters Square WA 6850 Telephone: 1300 113 258 (within Australia) Telephone: +61 (0)8 9204 7955 +61 (0)8 9389 8033 (International) Facsimile: +61 (0)8 9204 7956 Facsimile: +61 (0)8 6370 4203 Email: info@theagencygroup.com.au Email: admin@advancedshare.com.au Website: theagencygroup.com.au Website: www.advancedshare.com.au

Auditors Securities Exchange Hall Chadwick WA Audit Pty Ltd Australian Securities Exchange Street: 283 Rokeby Road Street: Level 40, Central Park Subiaco WA 6008 152-158 St Georges Terrace Telephone: +61 (0)8 9426 0666 Perth WA 6000 Telephone: 131 ASX (131 279) (within Australia) Solicitors Telephone: +61 (0)2 9338 0000 Steinepreis Paganin Facsimile: +61 (0)2 9227 0885 Street: Level 4, The Read Buildings Website: www.asx.com.au 16 Milligan Street ASX Code: AU1 Perth WA 6000

P a g e |i

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Contents

◼ Results for announcement to the market ………………………………………………………………………………………………………………….. 1 ◼ Directors’ report …………………………………………………………………………………………………………………………………………………….. 3 ◼ Auditor’s independence declaration …………………………………………………………………………………………………………………………. 6 ◼ Condensed consolidated statement of profit or loss and other comprehensive income ………………………………………………….. 7 ◼ Condensed consolidated statement of financial position ……………………………………………………………………………………………. 8 ◼ Condensed consolidated statement of changes in equity ……………………………………………………………………………………………. 9 ◼ Condensed consolidated statement of cash flows …………………………………………………………………………………………………….. 10 ◼ Notes to the condensed consolidated financial statements ……………………………………………………………………………………….. 11 ◼ Directors’ declaration ……………………………………………………………………………………………………………………………………………. 21 ◼ Independent auditor’s report…………………………………………………………………………………………………………………………………. 22

P a g e | ii

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Results for announcement to the market for the half-year ended 31 December 2023

1 REPORTING PERIOD (item 1)

◼ Report for the period ended: 31 December 2023 ◼ Previous corresponding period is half-year ended: 31 December 2022

2 RESULTS FOR ANNOUNCEMENT TO THE MARKET Movement Percentage Amount % $’000

◼ Revenues from ordinary activities (item 2.1) Increase 17.16 to 43,927

◼ Loss from ordinary activities after tax attributable to members Increase 87.23 to (3,123) (item 2.2)

◼ Loss after tax attributable to members (item 2.3) Increase 87.23 to (3,123)

a. Dividends (items 2.4 and 5) Amount per Franked amount Security per security ₵ %

◼ Interim dividend nil n/a

◼ Final dividend nil n/a

◼ Record date for determining entitlements to the dividend n/a (item 2.5)

b. Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6): 1. Revenue represents service revenue.

2. EBITDA of $1,688K, refer to section 2.3 Financial Review of the Directors’ Report for details.

3 DIVIDENDS (item 6) AND RETURNS TO SHAREHOLDERS INCLUDING DISTRIBUTIONS AND BUY BACKS

Nil a. Details of dividend or distribution reinvestment plans in operation are described below (item 6):

Not applicable

4 RATIOS 6 months to 6 months to 31 December 31 December 2023 2022 a. Financial Information relating to 4b: $’000 $’000

Earnings for the period attributable to owners of the parent (3,123) (1,668)

31 December 31 December 2023 2022 $’000 $’000 Net assets 9,636 14,992

Less: Intangible assets and deferred tax balances (22,528) (25,121)

Net tangible (liabilities)/assets (12,892) (10,129)

No. No.

Fully paid ordinary shares 428,575,921 428,575,921

₵ ₵

b. Net tangible (liability)/assets backing per share (cents) (item 3): (3.008) (2.363)

P a g e |1

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Results for announcement to the market for the half-year ended 31 December 2023

5 DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD: (item 4)

a. Control gained over entities

◼ Name of entities (item 4.1) Nil

◼ Date(s) of gain of control (item 4.2) N/A

b. Loss of control of entities

◼ Name of entities (item 4.1) Nil

◼ Date(s) of loss of control (item 4.2) N/A

c. Contribution to consolidated loss from ordinary activities after tax by N/A the controlled entities to the date(s) in the current period when control was gained / lost (item 4.3).

d. Profit from ordinary activities after tax of the controlled entities for the N/A whole of the previous corresponding period (item 4.3)

6 DETAILS OF ASSOCIATES AND JOINT VENTURES: (item 7)

◼ Name of entities (item 7) Nil

◼ Percentage holding in each of these entities (item 7) N/A 6 months to 6 months to 31 December 31 December 2023 2022 $’000 $’000 ◼ Aggregate share of profits (losses) of these entities (item 7) N/A N/A

7 The financial information provided in the Appendix 4D is based on the interim final report (attached), which has been prepared in accordance with Australian Accounting Standards.

8 The report is based on accounts which have been reviewed by the Company’s independent auditor (item 9).

P a g e |2

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Directors’ report Your Directors present their report on the Group, consisting of The Agency Group Australia Ltd (The Agency or the Company) and its controlled entities (collectively the Group), for the half-year ended 31 December 2023 (HY2024). The Agency is listed on the Australian Securities Exchange (ASX:AU1).

1. Directors The names of Directors in office at any time during or since the end of the half-year are: ◼ Andrew Jensen Executive Chairman and Chief Operating Officer ◼ Geoff Lucas Managing Director and CEO ◼ Paul Niardone Executive Director ◼ Adam Davey Non-Executive Director (collectively the Directors or the Board) Directors have been in office since the start of the half-year to the date of this report unless otherwise stated.

2. Operating and financial review 2.1. Nature of Operations Principal Activities The principal activity of the Group for the half-year was real estate services and related activities. There were no significant changes in the nature of the Group’s principal activities during the half-year.

2.2. Operations Review a. Key Metrics COMBINED GROUP REVENUE ($M) GCI ($M) 50 60 45 50 56.9 40 43.9 52.9 35 40 45.7 35.6 37.5 30 25 30 38.1 29.4 20 15 20 10 10 5 0 0 HY2021 HY2022 HY2023 HY2024 HY2021 HY2022 HY2023 HY2024

SALES NUMBER OF NEW LISTINGS (#) 3,500 3,500 3,000 $3.3bn 3,000 $3.1bn 3,115 3,124 3,224 2,910 3,050 2,500 2,847 2,500 $2.6bn 2,000 2,407 $2.2bn 2,000 2,449 1,500 1,500 1,000 1,000 500 500 0 0 HY2021 HY2022 HY2023 HY2024 HY2021 HY2022 HY2023 HY2024

PROPERTIES UNDER MANAGMENT (PUM) (#) 12,000 10,000 8,000 5,003 6,000 960 0 150 4,000 4,908 5,089 2,000 3,601 3,398 0 HY2021 HY2022 HY2023 HY2024 The Agency Owned Services

P a g e |3

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Directors’ report The Agency is pleased to report strong year on year growth on key financial and operational metrics in HY2024. Continued geographical expansion and increased depth in existing markets underpinned growth across the period. This growth resulted in Gross Commission Income (GCI) for the six-month period of $56.9 million, up 24% on HY2023’s GCI of $45.7 million. This figure was a result of 3,115 exchanges across the Group for HY2024 (up 9% on 2,847 exchanges in HY2023) resulting in $3.3 billion worth of property sold across the combined Group for the period (up 29% on $2.6 billion in HY2023). Group revenue for HY2024 increased to $43.9 million, up 17% on HY2023’s Group revenue of $37.5 million. The pipeline for future sales commission remains strong with the combined Group reporting 3,224 listings for the half-year period from 411 agents as at 31 December 2023 (411 agents at 31 December 2022). In the 6 months since 30 June 2023, The Agency continued to increase the quality of the agent team with a trend of lower performing agents leaving the industry, replaced with higher performing agents. The Agency reported a total management portfolio of 10,092 properties under management at the end of December 2023. The Agency owned 5,089 of these property under management rights located in NSW, Victoria, Tasmania, and WA and The Agency has full profit and loss benefits on these managements. The remaining 5,003 properties under management are managed under service arrangements.

2.3. Financial Review The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. a. Non-IFRS information The Company reports EBITDA in addition to the Profit after Tax. EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and represents the statutory profit under AAS adjusted for specific non-cash and significant items. The Company’s Directors consider EBITDA to reflect the core earnings of the consolidated entity. A reconciliation between EBITDA and profit after income tax for the half-year ended 31 December 2023 is noted below. EBITDA calculation HY2024 HY2023 Change Change $’000 $’000 $’000 %

Profit / (loss) after tax (3,123) (1,668) -1,455 -87% Income tax benefit 396 237 Profit / (loss) before tax (3,519) (1,905) -1,614 -85% Interest income (2) (47) Depreciation and amortisation 3,346 3,196 Embedded derivative non-cash financing (gains) / costs1 499 (758) Impairment (recovery) / expense – – Interest and finance costs 763 832 Gain financial assets at FVPL 113 – Profit on sale of assets2 and lease exit (45) (1,590) Disposal of assets costs – 76 Acquisition of business costs – 74 Legal costs non-recurring 315 – Share-based payments expense 218 260

EBITDA 1,688 138 +1,550 +1,123%

AASB 16 Leases impact3 (1,131) (1,085)

EBITDA (pre-AASB16 Leases impact) 557 (947) +1,504 +159%

Other key metrics: ◼ GCI 56,894 45,734 +11,160 +24% ◼ Gross profit 14,614 12,206 +2,408 +20%

1 Refer to note 2.1 of the financial statements 2 HY2023 Gain on sale of assets included a gain on the sale of the trail book of $1.579 million. 3 AASB 16 Leases was adopted from 1 July 2019. The above demonstrates finance costs and amortisation, which prior to the adoption AASB 16

was recognised as rent expense. P a g e |4

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Directors’ report

For HY2024 the Group recorded EBITDA of $1.69 million (HY2023: $0.14 million). After adjusting for the AAB16 Leases impact, underlying EBITDA for HY2024 was $0.56 million profit. This represents a $1.50 million improvement in underlying EBITDA. The Group generated a net loss after tax for the half-year of $3.12 million (HY2023: $1.67 million loss). This was primarily impacted by interest and finance costs ($0.76 million), depreciation and amortisation ($3.35 million), and embedded derivative non-cash financing costs ($0.50 million). The net assets of the Group have decreased from 30 June 2023 by $2.91 million to $9.64 million at 31 December 2023 (30 June 2023: $12.54 million). Importantly, due to accounting standards, the value attached to internally generated Property Management Assets and remaining Mortgage Trail Book is not recorded on the balance sheet. Management has valued these combined at $29.31 million using a blended valuation multiple of 3.34x on Q4 HY2024 annualised property management fee revenue and 2.25x on Q4 HY2024 net trail income relating to the remaining Mortgage Trail Book. As a result of this, there is significant shareholder wealth held off balance sheet, as only $9.35 million of the $29.31 million Property Management and Mortgage Trail Book value is held on balance sheet. Including this off-balance sheet value adjusted net assets of The Agency have increased by $0.49 million to $29.59 million at 31 December 2023 (30 June 2023: $29.11 million). The Group’s cash and cash equivalents increased from 30 June 2023 by $0.07 million to $4.70 million at 31 December 2023 (30 June 2023: $4.63 million).

2.4. Environmental Regulations The Group’s operations are not subject to any significant environmental regulations in the jurisdictions it operates in.

2.5. Events Subsequent to Reporting Date There are no other significant after balance date events that are not covered in this Directors’ Report or within the financial statements as disclosed in note 8 Events subsequent to reporting date on page 16.

2.6. Future Developments, Prospects and Business Strategies The Agency continues to focus on growth opportunities and attracting real estate agents to its contemporary direct engagement business model. By contracting directly with agents, The Agency removes the ‘middle layer’ which has created a more responsive, efficient and effective model for our agents as they are alleviated from the distractions and the administrative burden associated with operating an office. Future growth will come from continued attraction of agents and growth in agent numbers across existing geographical regions, as well as further expansion across new regions in Australia. Further growth is expected from increased efficiencies driven by economies of scale and utilisation of best practice technological advances to ensure agents can maximise their productivity. The highly fragmented structure of the industry presents an opportunity for consolidation of smaller independents and franchisees looking to simplify their business which aligns with the strengths of our business model. The Agency continues to assess a variety of strategic partnerships and adjacent revenue opportunities closely related to the activities of real estate sales transactions in addition to the existing property management, mortgage broking and conveyancing businesses already undertaken.

3. Rounding of amounts The amounts contained in this report have been rounded to the nearest thousand dollars under the option available to the Company under Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016.

4. Auditor’s independence declaration The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 (Cth) for the half-year ended 31 December 2023 has been received and can be found on page 6 of the interim financial report.

This Report of the Directors is signed in accordance with a resolution of the Board of Directors made pursuant to section 306(3) of the Corporations Act 2001 (Cth).

GEOFF LUCAS Managing Director and CEO Dated this Thursday, 22 February 2024

P a g e |5

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Auditor’s independence declaration Under section 307c Of The Corporations Act 2001 (Cth) To The Directors Of THE AGENCY GROUP AUSTRALIA LTD

TO BE RECEIVED FROM AUDITORS

P a g e |6

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2023 6 months to 6 months to 31 December 31 December 2023 2022 Note $’000 $’000 Continuing operations Revenue 1.1 43,927 37,492 Cost of sales (29,313) (25,286)

Gross profit 14,614 12,206

Other income 1.2 305 1,934

Administrative and other expenses (17,176) (15,971) Impairment losses – –

(Loss) / profit before tax and finance costs (2,257) (1,831)

Interest and finance costs (763) (832) Embedded derivative non-cash financing gains / (costs) 2.1 (499) 758

(Loss) / profit before tax (3,519) (1,905)

Income tax benefit 396 237

(Loss) / profit for the half-year (3,123) (1,668)

Other comprehensive income, net of income tax ◼ Items that will not be reclassified subsequently to profit or loss: – – ◼ Items that may be reclassified subsequently to profit or loss: – –

Other comprehensive income for the period, net of tax – –

Total comprehensive income attributable to members of the parent entity (3,123) (1,668)

Earnings per share: ₵ ₵ Basic (loss) /earnings per share (cents per share) (0.73) (0.39) Diluted earnings per share (cents per share) N/A N/A 1,688 138 The condensed consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.

P a g e |7

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Condensed consolidated statement of financial position as at 31 December 2023 31 December 30 June 2023 2023 Note $’000 $’000 Current assets Cash and cash equivalents 4,703 4,632 Trade and other receivables 13,322 12,661 Other current assets 1,110 575

Total current assets 19,135 17,868

Non-current assets Trade and other receivables 394 699 Financial assets 994 1,004 Property, plant, and equipment 1,620 1,781 Right of use assets 3,804 3,911 Intangible assets 4.1 22,528 24,457

Total non-current assets 29,340 31,852

Total assets 48,475 49,720

Current liabilities Trade and other payables 18,241 17,199 Provisions 3,155 2,698 Leases 1,800 1,761

Total current liabilities 23,196 21,658

Non-current liabilities Borrowings 3.1.1 8,400 8,400 Financial liabilities 3.2.1 3,705 3,044 Provisions 323 287 Leases 3,215 3,394 Deferred tax liabilities – 396

Total non-current liabilities 15,643 15,521

Total liabilities 38,839 37,179

Net assets 9,636 12,541

Equity – – Issued capital 5.1.1 43,635 43,635 Reserves 5.4 917 1,032 Accumulated losses (34,916) (32,126)

Total equity 9,636 12,541 (4,061) (3,790) (12,892) (11,520) The condensed consolidated statement of financial position is to be read in conjunction with the accompanying notes.

P a g e |8

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Condensed consolidated statement of changes in equity for the half-year ended 31 December 2023 Share-based Contributed Accumulated payment Total Note equity Losses Reserve equity $’000 $’000 $’000 $’000

Balance at 1 July 2022 43,635 (28,125) 890 16,400 Loss for the half-year attributable to owners of the parent – (1,668) – (1,668) Other comprehensive income for the half-year attributable owners of the parent – – – – Total comprehensive income for the half-year attributable owners of the parent – (1,668) – (1,668)

Transaction with owners, directly in equity Shares issued during the half-year (net of costs) – – – – Share-based payments granted during the half-year 9 – – 260 260 Transfers to / from reserves – 320 (320) –

Balance at 31 December 2022 43,635 (29,473) 830 14,992

Balance at 1 July 2023 43,635 (32,126) 1,032 12,541 Loss for the half-year attributable to owners of the parent – (3,123) – (3,123) Other comprehensive income- for the half-year attributable owners of the parent – – – –

Total comprehensive income for the half-year attributable owners of the parent – (3,123) – (3,123)

Transaction with owners, directly in equity Shares issued during the half-year (net of costs) – – – – Share-based payments granted during the half-year 9 – – 218 218 Transfers to / from reserves – 333 (333) –

Balance at 31 December 2023 43,635 (34,916) 917 9,636

The condensed consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.

P a g e |9

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Condensed consolidated statement of cash flows for the half-year ended 31 December 2023 6 months to 6 months to 31 December 31 December 2023 2022 $’000 $’000 Cash flows from operating activities Receipts from customers 44,905 41,686 Payments to suppliers and employees (42,758) (41,917) Interest received 2 47 Finance costs (386) (413)

Net cash provided / (used in) by operating activities 1,763 (597)

Cash flows from investing activities Purchase of property, plant, and equipment (215) (352) Deposit for bank guarantees (2) (40) Purchase of intangibles (105) (542) Loans to other entities (65) (64) Net cash received on disposal of asset 54 (39) Payment for acquisition of subsidiary, net of cash acquired – (4,365)

Net cash (used in) investing activities (333) (5,402)

Cash flows from financing activities Proceeds from borrowings – 3,400 Payment of principal portion of lease liabilities (1,359) (1,203)

Net cash (used in) / provided by financing activities (1,359) 2,197

Net (decrease) / increase in cash and cash equivalents held 71 (3,802) Cash and cash equivalents at the beginning of the half-year 4,632 8,216

Cash and cash equivalents at the end of the half-year – 4,703 4,414

The condensed consolidated statement of cash flows is to be read in conjunction with the accompanying notes.

P a g e | 10

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

In preparing the December 2023 Interim Financial Report, The Agency Group Australia Ltd has grouped into sections under the same key categories as used in the June 2023 Annual Report: ◼ Section A: How the numbers are calculated ……………………………………………………………………………………………………………..12

◼ Section B: Unrecognised items ………………………………………………………………………………………………………………………………..16

◼ Section C: Other Information ………………………………………………………………………………………………………………………………….16 Significant accounting policies specific to each note are included within that note. Accounting policies that are determined to be non-significant are not included in the financial statements. The financial report is presented in Australian dollars, except where otherwise stated. The amounts contained in these financial statements have been rounded to the nearest thousand dollars under the option available to the Group under Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016.

P a g e | 11

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

SECTION A. HOW THE NUMBERS ARE CALCULATED This section provides additional information about those individual line items in the financial statements that the Directors consider most relevant in the context of the operations of the Group.

Note 1 Revenue and other income 6 months to 6 months to 31 December 31 December 2023 2022 $’000 $’000

1.1 Revenue Residential Sales commissions 36,843 30,649 Mortgage and Settlement revenue 1,558 2,271 Property Management revenue: Management fees 4,135 3,508 Other 1,391 1,064

43,927 37,492

1.2 Other Income 6 months to 6 months to 31 December 31 December 2023 2022 $’000 $’000 Interest income 2 47 Gain on sale of trail book – 1,579 Gain on sale of property, plant, and equipment 45 – Gain on exit of lease – 11 Loss financial assets at FVPL (113) – Other income 371 297

305 1,934

Note 2 Expenses 6 months to 6 months to 31 December 31 December 2023 2022 $’000 $’000

2.1 Embedded derivative non-cash financing (gains)/costs: ◼ Embedded Derivative – Finance cost 298 1,570 ◼ Embedded Derivative – Fair value adjustment 201 (2,328)

499 (758)

Note 3 Financial assets and financial liabilities

3.1 Borrowings 31 December 30 June 2023 2023 $’000 $’000 3.1.1 Non-current Bank loans 8,400 8,400

8,400 8,400

3.1.2 Waiver of covenant During the year, Macquarie Bank Limited (MBL) provided a covenant waiver in relation to the interest cover ratio (ICR) for the period to December 2023 as part of the normal quarterly reporting requirements.

P a g e | 12

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 3 Financial assets and financial liabilities (cont.)

3.2 Financial liabilities 31 December 30 June 2023 2023 $’000 $’000 3.2.1 Non-current Convertible note: ◼ Debt component 1,949 1,489 ◼ Derivative financial liability conversion option 1,756 1,555

3,705 3,044 3.2.2 Reconciliation of convertible notes Opening balance: ◼ Debt component 1,489 2,039 ◼ Derivative financial liability conversion option 1,555 1,982 3,044 4,021 ◼ Interest charged 460 2,150 ◼ Fair value movement: Derecognition – (1,278) Fair value changes 201 (1,849)

Carrying value of liabilities at reporting date 3,705 3,044

Note 4 Non-financial assets and financial liabilities

4.1 Intangible assets Note 31 December 30 June 2023 2023 $’000 $’000

Goodwill 4.1.1a 12,383 12,383

12,383 12,383

Rent Roll and trail book 4.1.1a 25,968 25,968 Accumulated amortisation (16,613) (14,666)

9,355 11,302

Others 1,095 989 Accumulated amortisation and impairment (305) (217)

790 772

Total intangibles 22,528 24,457

P a g e | 13

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 4 Non-financial assets and financial liabilities (cont.)

4.1.1 Key estimates and Critical Judgements– Impairment of intangibles a. Impairment of goodwill and rent roll Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash generating units (CGU) to which goodwill has been allocated. The value-in-use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, an impairment loss may arise. Included within the Top Level CGU (acquired in 2019) is a rent roll asset of $5,322K (June 2023: $6,885K). This same CGU also included goodwill of $10,658K, relating to sales (June 2023: $10,658K). For the rent roll assets, the recoverable amounts of these CGU’s are derived from market transactional evidence in relation to their fair value. Management have determined that a multiple of 3.8 for residential property and 2.75 for commercial property for the Top Level CGU (based on an independent expert opinion), multiplied by the annual rent roll income is an appropriate measure of the fair value of the rent roll assets. Fair value less cost to sell of the CGU was classified on a level 2 basis. No impairment resulted. Management performed a goodwill impairment test of the Top Level Real Estate Sales CGU taking a conservative approach in preparing its value in use calculation in light of market uncertainty resulting from increases in interest rates to curb inflationary pressures. Management applied a discount rate of 15% resulting in no impairment loss for December 2023 (June 2023: 15%). To evaluate the recoverable amount of the CGU, a terminal value has been assumed after the fifth year and includes a growth rate in the cash flow of 0% into perpetuity (June 2023: 0%). The discount rates used reflects the risks specific to the CGU.

Note 5 Equity

5.1 Issued capital 31 December 30 June 31 December 30 June 2023 2023 2023 2023 No. No. $’000 $’000

Fully paid ordinary shares 428,575,921 428,575,921 43,635 43,635

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2023 30 June 2023 2023 30 June 2023 5.1.1 Ordinary shares No. No. $’000 $’000 At the beginning of the period 428,575,921 428,575,921 43,635 43,635 Shares issued during the period: – – – – Transaction costs relating to share issues – – – –

At reporting date 428,575,921 428,575,921 43,635 43,635

P a g e | 14

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Notes to the condensed consolidated financial statements for the half-year 31 December 2023

Note 5 Equity (cont.)

5.2 Performance equity 31 December 30 June 31 December 30 June 2023 2023 2023 2023 No. No. $’000 $’000

Performance equity 11,000,000 11,000,000 508 375

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2023 30 June 2023 2023 30 June 2023 5.2.1 Performance equity movement No. No. $’000 $’000 At the beginning of the period 11,000,000 11,000,000 375 111 Performance equity changes during the period: ◼ Expense of issued performance – – 133 264 rights

At reporting date 11,000,000 11,000,000 508 375

5.3 Options Note 31 December 30 June 31 December 30 June 2023 2023 2023 2023 No. No. $’000 $’000

Options 11,500,000 20,000,000 409 657

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2023 30 June 2023 2023 30 June 2023 5.3.1 Options equity movement No. No. $’000 $’000 At the beginning of the period 20,000,000 30,000,000 657 779 Options movement during the period: ◼ Amortisation of granted – – 35 198 options ◼ Options granted 9.2.1a 1,500,000 – 50 ◼ Expiry of options (10,000,000) (10,000,000) (333) (320)

At reporting date 11,500,000 20,000,000 409 657

5.4 Reserves Note 2023 2022 $’000 $’000 Share-based payment reserve: – –

◼ Performance rights 5.2 508 375 ◼ Options 5.3 409 657

917 1,032

P a g e | 15

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

SECTION B. UNRECOGNISED ITEMS This section of the notes provides information about items that are not recognised in the financial statements as they do not (yet) satisfy the recognition criteria. In addition to the items and transactions disclosed below, there are also unrecognised tax amounts.

Note 6 Commitments There are no material commitments to the Group as at 31 December 2023 (30 June 2023: Nil).

Note 7 Contingent liabilities There are no contingent liabilities as at 31 December 2023.

Note 8 Events subsequent to reporting date There have not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.

SECTION C. OTHER INFORMATION This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements, but that is not immediately related to individual line items in the financial statements.

Note 9 Share-based payments Note 6 months to 6 months to 31 December 31 December 2023 2022 $ $ 9.1 Share-based payments: ◼ Recognised in profit and loss:  Share-based payment expense – Performance rights 132,959 132,959  Share-based payment expense – Amortisation of option issued 35,070 126,657 in prior period  Share-based payment expense – Options 9.2.1a.i 50,250 –

Gross share-based payments 218,279 259,616 9.2 Share-based payment arrangements in effect during the period 9.2.1 Issued during the current half-year a. Options issued as consulting fees i. In connection with corporate advisory services (RM Corporate Finance Pty Ltd (RM)), where RM receives a monthly retainer of $4,000 as well as 1,500,000 options. These performance rights have been valued and issued on terms as detailed below and in note 9.4. Number under Option Date of Expiry Consideration Exercise Price Vesting Terms 1,500,000 30.11.2026 Nil $0.050 Vest immediately The total value of the options was $50,250.

P a g e | 16

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 9 Share-based payments (cont.)

9.3 Movement in Company options share-based payment arrangements during the period A summary of the movements of all Company options issued as share-based payments is as follows: 6 months to 12 months to 31 December 2023 30 June 2023 $ $ Number of Weighted Average Number of Weighted Average Options Exercise Price Options Exercise Price Outstanding at the beginning of the period 20,000,000 $0.088 30,000,000 $0.075 Granted 1,500,000 $0.034 – – Expired (10,000,000) $0.075 (10,000,000) $0.050

Outstanding at period end 11,500,000 $0.091 20,000,000 $0.088

Exercisable at period end 1,500,000 $0.100 10,000,000 $0.075 a. The weighted average remaining contractual life of options outstanding at half-year end was 1.03 years (June 2023: 1.25 years). b. The fair value of the options granted to employees is deemed to represent the value of the employee services received over the vesting period.

9.4 Fair value of options granted in current period The fair value of the options granted to employees is deemed to represent the value of the services received over the vesting period. The weighted average fair value of options granted during the half-year was $0.0335 (Dec 2022: $0.0338). These values were calculated using the Black-Scholes option pricing model, applying the following inputs to options issued this half- year: Note reference 9.2.1a Grant date: 30 November 2023 Grant date share price: $0.045 Option exercise price: $0.050 Number of options issued: 1,500,000 Remaining life (years): 2.92 Expected share price volatility: 130.56 Risk-free interest rate: 3.93% Value per option $0.0335

Fair values:

Total fair value $50,250 Recognised in the period $50,250

Historical volatility was the basis for determining expected share price volatility as it is assumed that this is indicative of future movements. The life of the options is based on historical exercise patterns, which may not eventuate in the future.

P a g e | 17

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 10 Operating segments

10.1 Segment Financial Performance Real Estate Mortgage Total Property Origination Reportable Other Services Services Segments Segments Total 31 December 2023 $’000 $’000 $’000 $’000 $’000 Revenue ◼ External revenues 43,367 530 43,897 30 43,927 ◼ Inter-segment revenues – – – – Total segment revenue 43,367 530 43,897 30 43,927 Total group revenue and other income _ 43,927

Segment EBITDA 6,531 77 6,608 (4,920) 1,688 ◼ Unallocated corporate costs – EBITDA _ 1,688 Reconciliation of segment loss to Group loss: (i) Allocated items: ◼ Gain on disposal of assets – – – 45 45 ◼ Depreciation and amortisation (2,846) (12) (2,858) (488) (3,346) ◼ Net finance costs (556) (1) (557) (502) (1,059) ◼ Fair value adjustments (113) – (113) – (113) (ii) Unallocated items: ◼ Legal costs non-recurring – – – (315) (315) ◼ Fair value adjustments – – – (201) ( 201) ◼ Share-based payments – – – (218) (218) Loss before income tax _ (3,519)

31 December 2022 Revenue ◼ External revenues 36,224 1,254 37,478 14 37,492 ◼ Inter-segment revenues – – – – – Total segment revenue 36,224 1,254 37,478 14 37,492 Reconciliation of segment revenue to Group revenue: ◼ Eliminations – Total group revenue and other income _ 37,492

Segment EBITDA 4,717 104 4,821 (4,683) 138 ◼ Unallocated corporate costs – EBITDA _ 138 Reconciliation of segment loss to Group loss: (i) Allocated items: ◼ Gain on disposal of assets 11 1,579 1,590 – 1,590 ◼ Depreciation and amortisation (2,776) (34) (2,810) (386) (3,196) ◼ Net finance costs (372) (5) (377) (1,978) (2,355) ◼ Redundancy costs – (76) (76) – ( 76) (ii) Unallocated items: ◼ Fair value adjustments – – – 2,328 2,328 ◼ Share-based payments – – – (260) (260) ◼ Acquisition costs – – – (74) (74) Loss before income tax _ (1,905)

P a g e | 18

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 16 Statement of significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the periods presented, unless otherwise stated.

16.1 Basis of preparation 16.1.1 Reporting Entity The Agency Group Australia Ltd (The Agency or the Company) is a listed public company limited by shares, domiciled, and incorporated in Australia. This interim financial report is intended to provide users with an update on the latest annual financial statements of The Agency Group Australia Ltd and controlled entities. As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in combination with the annual financial statements of the Group for the year ended 30 June 2023, together with any public announcements made during the half-year. 16.1.2 Basis of accounting The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The half-year report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report. The financial statements were authorised for issue on 22 February 2024 the Directors of the Company. 16.1.3 Going Concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the half-year of $3.12 million (31 December 2022: $1.67 million loss) and a net cash in-flow from operating activities of $1.76 million (31 December 2022: $0.60 million out-flow). Included in loss for during the half- year was interest and finance costs ($0.76 million), depreciation and amortisation ($3.35 million), and embedded derivative non-cash financing costs ($0.50 million). As at 31 December 2023, the Company had a working capital deficit of $4.06 million (30 June 2023: $3.79 million working capital deficit). The Directors have prepared a cash flow forecast, which indicates that the Group will have sufficient cash flows to meet commitments and working capital requirements for the 12-month period from the date of signing this financial report. The ability of the Group to continue as a going concern is principally dependent on the following: ◼ The Group continuing to generate cash flows from operations; and ◼ The Group not breaching the terms of its borrowing facilities. As disclosed in notes 3.1.2, Macquarie Bank Limited (MBL) agreed to conditionally waive the September 2023 and December 2023 quarter end covenant testing in respect to the interest cover ratio. The Directors expect that MBL will continue to work with the Company until expiry of the debt facility dated 20 July 2025, and will have the continuing support of the bank. In addition to this, should the Company be required to refinance the facility or settle the loan over the next 12-month period, they are confident they would be able to seek alternative finance and / or consider further asset sales which could realise significant off-balance sheet value of its intangible assets. With the assistance of recent market valuations and in accordance with MBL covenant estimates, the Directors estimate the market valuation of the Group Rent Rolls and Mortgage Trail Book at circa $29.3 million. Based on the cash flow forecasts and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Group’s history of raising capital to date, the Directors are confident of the Group’s ability to raise additional funds as and when they are required. 16.1.4 Comparative figures Where required by AASBs comparative figures have been adjusted to conform to changes in presentation for the current financial period. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented.

P a g e | 19

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2023

Note 16 Statement of significant accounting policies

16.1.5 New and Amended Standards Adopted by the Group A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. 16.2 Use of estimates and judgments The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Judgements made by management in the application of AASBs that have significant effect on the consolidated financial statements and estimates with a significant risk of material adjustment in the next year are discussed below, where material.

Note 17 Company details

The registered office and head office of the Company is: Street: 68 Milligan Street Postal: PO Box 7768 Perth WA 6000 CLOISTERS SQUARE WA 6850 Australia Australia

P a g e | 20

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

Directors’ declaration

The Directors of the Company declare that in the Directors’ opinion: 1. The attached financial statements and notes, as set out on pages 7 to 20, are in accordance with the Corporations Act 2001 (Cth) including: (a) comply with Accounting Standard AASB 134: Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (b) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2023 and of its performance for the half-year ended on that date, 2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is signed in accordance with a resolution of the Directors made pursuant to section 303(5) of the Corporations Act 2001 (Cth).

On behalf of the Directors

GEOFF LUCAS Managing Director and CEO Dated this Thursday, 22 February 2024

P a g e | 21

APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2023 ABN 52 118 913 232

Independent auditor’s report

P a g e | 22

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2023

P a g e | 23