Half Yearly Report and Accounts

ABN 52 118 913 232

and its controlled entities

APPENDIX 4D Interim Financial Report 31 December 2024

THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Corporate directory

Current Directors Andrew Jensen Executive Chairman and Chief Operating Officer Paul Niardone Executive Director Adam Davey Non-executive Director Michael Schaper Non-executive Director

Company Secretary Stuart Usher

Registered Office and Head Office Share Registry Street: 68 Milligan Street Automic Pty Ltd PERTH WA 6000 Street: Level 5, 126 Phillip Street Postal: PO Box 7768 Sydney NSW 2000 Cloisters Square WA 6850 Postal: GPO Box 5193 Telephone: +61 (0)8 9204 7955 Sydney NSW 2001 Facsimile: +61 (0)8 9204 7956 Telephone: 1300 288 664 (within Australia) Email: info@theagencygroup.com.au +61 (0)2 9698 5414 (International) Website: theagencygroup.com.au Email: hello@automicgroup.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

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Contents

◼ Results for announcement to the market ………………………………………………………………………………………………………………….. 1 ◼ Directors’ report …………………………………………………………………………………………………………………………………………………….. 3 ◼ Auditor’s independence declaration …………………………………………………………………………………………………………………………. 7 ◼ Condensed consolidated statement of profit or loss and other comprehensive income ………………………………………………….. 8 ◼ Condensed consolidated statement of financial position ……………………………………………………………………………………………. 9 ◼ Condensed consolidated statement of changes in equity ………………………………………………………………………………………….. 10 ◼ Condensed consolidated statement of cash flows …………………………………………………………………………………………………….. 11 ◼ Notes to the condensed consolidated financial statements ……………………………………………………………………………………….. 12 ◼ Directors’ declaration ……………………………………………………………………………………………………………………………………………. 23 ◼ Independent auditor’s report…………………………………………………………………………………………………………………………………. 24

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Results for announcement to the market for the half-year ended 31 December 2024

1 REPORTING PERIOD (item 1)

◼ Report for the period ended: 31 December 2024 ◼ Previous corresponding period is half-year ended: 31 December 2023

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

◼ Revenues from ordinary activities (item 2.1) Increase 10.04 to 48,339 ◼ Loss from ordinary activities after tax attributable to members Decrease 26.32 to (2,301) (item 2.2) in loss Decrease ◼ Loss after tax attributable to members (item 2.3) 26.32 to (2,301) in loss

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 $1,893K, 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 2024 2023 a. Financial Information relating to 4b: $’000 $’000

Earnings for the period attributable to owners of the parent (2,301) (3,123)

31 December 31 December 2024 2023 $’000 $’000 Net assets 5,589 9,636

Less: Intangible assets and deferred tax balances (18,686) (22,528)

Net tangible (liabilities)/assets (13,097) (12,892)

No. No.

Fully paid ordinary shares 439,575,921 428,575,921

₵ ₵

b. Net tangible (liability)/assets backing per share (cents) (item 3): (2.979) (3.008)

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Results for announcement to the market for the half-year ended 31 December 2024

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) Westvalley Corporation Pty Ltd

◼ Percentage holding in each of these entities (item 7) 20% 6 months to 6 months to 31 December 31 December 2024 2023 $’000 $’000 ◼ Aggregate share of profits (losses) of these entities (item 7) 27 Nil

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).

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

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 2024 (HY2025). 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 ◼ Paul Niardone Executive Director ◼ Adam Davey Non-Executive Director ◼ Michael Schaper Non-Executive Director (appointed 1 December 2024) ◼ Geoff Lucas Managing Director and CEO (terminated 9 August 2024) (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) 60 70

50 60 60.9 48.3 50 56.9 40 43.9 52.9 40 45.8 30 35.6 37.5 30 20 20 10 10 0 0 HY FY22 HY FY23 HY FY24 HY FY25 HY FY22 HY FY23 HY FY24 HY FY25

SALES NUMBER OF NEW LISTINGS (#) 4,000 4,500 3,500 4,000 3,585 3,500 3,899 3,000 3,288 3,311 3,086 3,115 3,000 2,910 3,224 2,500 2,847 3,050 3,124 2,556 2,500 2,000 2,000 1,500 1,500 1,000 1,000 500 500 0 0 HY FY22 HY FY23 HY FY24 HY FY25 HY FY22 HY FY23 HY FY24 HY FY25

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Directors’ report

PROPERTIES UNDER MANAGEMENT (PUM) (#) 12,000

10,000 5,216 5,003 8,000

6,000 960 5,355 4,000 150 4,908 5,089

3,398 2,000

0 HY FY22 HY FY23 HY FY24 HY FY25 The Agency Owned Services

The Agency has delivered robust half yearly financial and operational results in HY2025 on the back of strong property prices nationally and a general improvement in stock volumes coming to market. Good agent recruitment and retention has solidified our growth and underpinned our market share. This growth in sales has resulted in Gross Commission Income (GCI) for the six-month period of $60.9 million, up 7% on HY2024’s GCI of $56.9 million. This figure was a result of 3,311 properties sold across the Group for HY2025 (3,115 in HY2024) from transacting in $3.6 billion worth of property ($3.3 billion in HY2024). Group revenue for HY2025 increased to $48.3 million, up 10% on HY2024’s Group revenue of $43.9 million, helped also by a 16% growth in revenue from property management to $6.4 million ($5.5 million in HY2024). The pipeline for future sales commission is strong with the combined Group reporting 3,899 listings for the half-year period from 464 agents as at 31 December 2024 (3,224 listings from 411 agents at 31 December 2023). In the 6 months since 30 June 2024, The Agency has invested heavily in agent recruitment through the introduction of a new CRM and marketing campaign (focussed on agents), supported by the formation of a national recruitment division, which has now started to deliver results, evident in the increase in agent numbers. The Agency reported a total management portfolio of 10,571 properties under management at the end of December 2024 (10,092 at 31 December 2023). The Agency owned 5,355 (5,089 at 31 December 2023) of these property under management rights located in NSW, Queensland, Victoria, Tasmania, and WA and The Agency has full profit and loss benefits on these managements. The remaining 5,216 (5,003 at 31 December 2023) 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. Financial performance The Group generated a net loss after tax for the half-year of $2.30 million (HY2024: $3.12 million loss). This was primarily impacted by interest and finance costs ($0.82 million), depreciation and amortisation ($3.23 million), and embedded derivative non-cash financing costs ($0.23 million). For HY2025, the Group recorded EBITDA of $1.89 million (HY2024: $1.69 million). After adjusting for the AAB16 Leases impact, underlying EBITDA for HY2025 was $0.69 million profit, representing a $0.13 million improvement in underlying EBITDA. (1) 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 2024 is noted below.

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Directors’ report

EBITDA calculation HY2025 HY2024 Change Change $’000 $’000 $’000 %

Profit / (loss) after tax (2,301) (3,123) +822 +26%

Income tax benefit – 396 Profit / (loss) before tax (2,301) (3,519) +1,218 +35%

Interest income (29) (2) Depreciation and amortisation 3,230 3,346 Embedded derivative non-cash financing (gains) / costs1 227 499 Interest and finance costs 823 763 (Loss) / gain financial assets at FVPL – 113 Profit on sale of assets and lease exit (45) (45) Valuation services 15 – Legal costs non-recurring2 – 315 Share of profit or loss from equity accounted investments (27) – Share-based payments expense – 218

EBITDA 1,893 1,688 + 205 +12%

AASB 16 Leases impact3 (1,203) (1,131)

EBITDA (pre-AASB16 Leases impact) 690 557 + 133 +24% Other key metrics: ◼ Revenue 48,339 43,927 +4,412 +10% ◼ GCI 60,935 56,894 +4,041 +7%

◼ Gross profit 15,781 14,614 +1,167 +8%

b. Financial position The net assets of the Group have decreased from 30 June 2024 by $2.30 million to $5.59 million at 31 December 2024 (30 June 2024: $7.89 million). Importantly, due to accounting standards, the value of internally generated property management assets is not recorded on the balance sheet. For the year ended 30 June 2024, the Company obtained an independent professional valuation of the rent rolls which indicated the market value of these assets to be around $36.32 million. As a result of the valuation, there is significant shareholder wealth held off balance sheet ($30.86 million), with only $5.46 million of the $36.32 million valuation being held on balance sheet. It is also pleasing that since 30 June 2024 when the valuation was obtained, the properties under management owned have increased from 5,255 to 5,355 as at 31 December 2024 meaning that the Directors are confident that this valuation is now higher. The Group’s cash and cash equivalents increased from 30 June 2024 by $40,000 to $4.94 million at 31 December 2024 (30 June 2024: $4.90 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 9 Events subsequent to reporting date on page 19.

1 Refer to note 2.1 of the financial statements. 2 Legal costs associated with The Agency’s intellectual property action against the company H.A.S. Real Estate, the registered owner of The North Agency. 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

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Directors’ report

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 will also continue to work with its close partner MDC Trilogy in relation to the existing and future acquisitions of rent rolls, which will help us strengthen and grow The Agencies sales market share. 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 2024 has been received and can be found on page 7 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).

ANDREW JENSEN Executive Chairman and Chief Operating Officer

Dated this Friday, 28 February 2025

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

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

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2024 6 months to 6 months to 31 December 31 December 2024 2023 Note $’000 $’000 Continuing operations Revenue 1.1 48,339 43,927 Cost of sales (32,558) (29,313)

Gross profit 15,781 14,614

Other income 1.2 404 305

Administrative and other expenses (17,463) (17,176) Impairment losses – –

(Loss) / profit before tax and finance costs (1,278) (2,257)

Share of profit or (loss) from equity accounted investments 6.2.2 27 – Interest and finance costs (823) (763) Embedded derivative non-cash financing gains / (costs) 2.1 (227) (499)

(Loss) / profit before tax (2,301) (3,519)

Income tax benefit – 396

Loss from continuing operations (2,301) (3,123)

(Loss) / profit for the half-year (2,301) (3,123)

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 (2,301) (3,123)

Earnings per share: ₵ ₵ Basic (loss) /earnings per share (cents per share) (0.53) (0.73) Diluted earnings per share (cents per share) N/A N/A 1,893 1,688 The condensed consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Condensed consolidated statement of financial position as at 31 December 2024 31 December 30 June 2024 2024 Note $’000 $’000 Current assets Cash and cash equivalents 4,944 4,904 Trade and other receivables 13,679 14,236 Other current assets 1,554 765

Total current assets 20,177 19,905

Non-current assets Trade and other receivables 550 631 Financial assets 896 896 Property, plant, and equipment 1,495 1,499 Right-of-use assets 4.2.1 7,664 3,166 Intangible assets 4.1 18,686 20,561 Investments accounted for using equity method 6.1 327 300

Total non-current assets 29,618 27,053

Total assets 49,795 46,958

Current liabilities Trade and other payables 19,932 19,413 Borrowings 3.1.1 8,400 – Financial liabilities 3.2.1 3,662 3,258 Provisions 3,007 3,250 Leases 4.2.2 2,044 1,840

Total current liabilities 37,045 27,761

Non-current liabilities Borrowings 3.1.2 – 8,400 Provisions 428 335 Leases 4.2.2 6,733 2,572

Total non-current liabilities 7,161 11,307

Total liabilities 44,206 39,068

Net assets 5,589 7,890

Equity – – Issued capital 5.1.1 44,163 43,635 Reserves 5.4 50 937 Accumulated losses (38,624) (36,682)

Total equity 5,589 7,890 (16,868)a (7,856) (13,097) (12,671) The condensed consolidated statement of financial position is to be read in conjunction with the accompanying notes.

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Condensed consolidated statement of changes in equity for the half-year ended 31 December 2024 Share-based Contributed Accumulated payment Total Note equity Losses Reserve equity $’000 $’000 $’000 $’000

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 Share-based payments granted during the half-year 10 – – 218 218 Transfers to / from reserves – 333 (333) –

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

Balance at 1 July 2024 43,635 (36,682) 937 7,890 Loss for the half-year attributable to owners of the parent – (2,301) – (2,301) Other comprehensive income- for the half-year attributable owners of the parent – – – –

Total comprehensive income for the half-year attributable owners of the parent – (2,301) – (2,301)

Transaction with owners, directly in equity – – – – Conversion of performance rights 5.1,5.2 528 – (528) – Transfers to / from reserves on option expiry 5.3 – 359 (359) –

Balance at 31 December 2024 44,163 (38,624) 50 5,589

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

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Condensed consolidated statement of cash flows for the half-year ended 31 December 2024 6 months to 6 months to 31 December 31 December 2024 2023 $’000 $’000 Cash flows from operating activities Receipts from customers 49,858 44,905 Payments to suppliers and employees (47,742) (42,758) Interest received 9 2 Finance costs (344) (386)

Net cash provided / (used in) by operating activities 1,781 1,763

Cash flows from investing activities Purchase of property, plant, and equipment (173) (215) Deposit for bank guarantees – (2) Purchase of intangibles (205) (105) Loans to other entities (32) (65) Net cash received on disposal of asset – 54

Net cash (used in) investing activities (410) (333)

Cash flows from financing activities Payment of principal portion of lease liabilities (1,331) (1,359)

Net cash (used in) / provided by financing activities (1,331) (1,359)

Net (decrease) / increase in cash and cash equivalents held 40 71 Cash and cash equivalents at the beginning of the half-year 4,904 4,632

Cash and cash equivalents at the end of the half-year – 4,944 4,703

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

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

In preparing the December 2024 Interim Financial Report, The Agency Group Australia Ltd has grouped into sections under the same key categories as used in the June 2024 Annual Report: ◼ Section A: How the numbers are calculated ……………………………………………………………………………………………………………..13

◼ Section B: Group structure ……………………………………………………………………………………………………………………………………..18

◼ Section C: Unrecognised items ………………………………………………………………………………………………………………………………..19

◼ Section D: Other Information ………………………………………………………………………………………………………………………………….19 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.

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

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 2024 2023 $’000 $’000

1.1 Revenue Residential Sales commissions 40,852 36,843 Mortgage and Settlement revenue (a) 1,086 1,558 Property Management revenue: Management fees 4,733 4,135 Other 1,668 1,391

48,339 43,927 (a) A majority (80%) of the mortgage business was sold in May 2024. The comparative half-year to 31 December 2023 included $530K of revenue related to the disposed mortgage business.

1.2 Other income 6 months to 6 months to 31 December 31 December 2024 2023 $’000 $’000 Interest income 29 2 (Loss) / gain on sale of property, plant, and equipment (5) 45 Gain on exit of lease 50 – Loss financial assets at FVPL – (113) Other income 330 371

404 305

Note 2 Expenses 6 months to 6 months to 31 December 31 December 2024 2023 $’000 $’000

2.1 Embedded derivative non-cash financing (gains)/costs: ◼ Embedded Derivative – Finance cost 445 298 ◼ Embedded Derivative – Fair value adjustment (218) 201

227 499

Note 3 Financial assets and financial liabilities

3.1 Borrowings 31 December 30 June 2024 2024 $’000 $’000 3.1.1 Current Bank loans 3.1.3 8,400 –

8,400 – 3.1.2 Non-current Bank loans – 8,400

– 8,400

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

Note 3 Financial assets and financial liabilities (cont.)

3.1 Borrowings (cont.) 3.1.3 Debt facility and waiver of covenant Macquarie Bank Limited (MBL) provided quarterly covenant waivers in relation to the interest cover ratio (ICR) for the September 2024 and December 2024 quarters, as part of the normal ongoing reporting requirements. The Company is currently in advanced discussions with MBL around the further extension of the existing banking facilities under more favourable terms, these are currently due to expire on 20 July 2025. The existing debt facility covenant on LVR is 40%, the Company continues to reduce this covenant measure as the asset value increases, which was reduced to a low of 26.8% as at 31 December 2024. As part of the MBL extension, the Company is finalising discussions with Peters Investments on the existing convertible note arrangement, who have confirmed that they would support an extension of their facility as part of this refinancing process. Per the accounting standards, the debt with MBL is required to be shown as current as the expiry date is within 12 months of reporting date.

3.2 Financial liabilities 31 December 30 June 2024 2024 $’000 $’000 3.2.1 Current Convertible note: ◼ Debt component 3,103 2,481 ◼ Derivative financial liability conversion option 559 777

3,662 3,258 3.2.2 Reconciliation of convertible notes Opening balance: ◼ Debt component 2,481 1,489 ◼ Derivative financial liability conversion option 777 1,555 3,258 3,044 ◼ Interest charged 622 992 ◼ Fair value movement: Fair value changes (218) (778)

Carrying value of liabilities at reporting date 3,662 3,258

Note 4 Non-financial assets and financial liabilities

4.1 Intangible assets Note 31 December 30 June 2024 2024 $’000 $’000

Goodwill 4.1.1(a) 12,383 12,383

12,383 12,383

Rent Roll and trail book 4.1.1(a) 25,968 25,968 Accumulated amortisation (20,507) (18,560)

5,461 7,408

Others 1,361 1,190 Accumulated amortisation and impairment (519) (420)

842 770

Total intangibles 18,686 20,561

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

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 Agency Tasmania CGU (acquired in 2023) is a rent roll asset of $3,130K (June 2024: $3,499K). This same CGU also included goodwill of $1,679K, relating to sales (June 2024: $1,679K). Included within the Top Level CGU (acquired in 2019) is a rent roll asset of $2,194K (June 2024: $3,758K). This same CGU also included goodwill of $10,658K, relating to sales (June 2024: $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 CGUs 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 2024 (June 2024: 15%). To evaluate the recoverable amount of the CGUs, a terminal value has been assumed after the fifth year and includes a growth rate in the cash flow of 5% into perpetuity (June 2024: 5%) based upon a Board approved forecast. The discount rates used reflects the risks specific to the CGUs. The Group has also conducted a sensitivity analysis on the impairment test of the CGUs. This was based on changes to key assumptions that are considered by management to be reasonably possible. This included up to 3% increase in discount rate and a 3% reduction in the long-term growth rate. The sensitivity shows there is headroom up to a 3% increase in discount rate, or a 2% decrease in long-term growth rate.

4.2 Leases 31 December 30 June 2024 2024 $’000 $’000 4.2.1 Right-of-use assets Properties 6,524 2,776 Printing equipment 1,140 390

7,664 3,166 4.2.2 Lease liabilities Current 2,044 1,840 Non-current 6,733 2,572

8,777 4,412

During the current period there were 3 new leases entered into and 1 disposal resulting in a net addition to the right-of-use asset of $5,475K and corresponding increase to the lease liability of $5,425K.

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

Note 5 Equity

5.1 Issued capital 31 December 30 June 31 December 30 June 2024 2024 2024 2024 No. No. $’000 $’000

Fully paid ordinary shares 439,575,921 428,575,921 44,163 43,635

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2024 30 June 2024 2024 30 June 2024 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: ◼ Conversion of performance 5.2 11,000,000 – 528 – rights Transaction costs relating to share – – – issues –

At reporting date 439,575,921 428,575,921 44,163 43,635

5.2 Performance equity 31 December 30 June 31 December 30 June 2024 2024 2024 2024 No. No. $’000 $’000

Performance equity – 11,000,000 – 528

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2024 30 June 2024 2024 30 June 2024 5.2.1 Performance equity movement No. No. $’000 $’000 At the beginning of the period 11,000,000 11,000,000 528 375 Performance equity changes during the period: ◼ Expense of issued performance – – – 153 rights ◼ Conversion of performance (528) – 5.1 rights (11,000,000) – Transaction costs relating to share – issues – – –

At reporting date – 11,000,000 – 528

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Notes to the consolidated financial statements for the year ended 31 December 2024

Note 5 Equity (cont.)

5.3 Options Note 31 December 30 June 31 December 30 June 2024 2024 2024 2024 No. No. $’000 $’000

Options 1,500,000 11,500,000 50 409

6 months to 6 months to 31 December 12 months to 31 December 12 months to 2024 30 June 2024 2024 30 June 2024 5.3.1 Options equity movement No. No. $’000 $’000 At the beginning of the period 11,500,000 20,000,000 409 658 Options movement during the period: ◼ Amortisation of granted – – – 35 options ◼ Options granted – 1,500,000 – 50 ◼ Expiry of options (10,000,000) (10,000,000) (359) (334)

At reporting date 1,500,000 11,500,000 50 409

5.4 Reserves Note 31 December 30 June 2024 2024 $’000 $’000 Share-based payment reserve: – 528

◼ Performance rights 5.2 – 528 ◼ Options 5.3 50 409

50 409

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year 31 December 2024

SECTION B. GROUP STRUCTURE This section provides information which will help users understand how the Group structure affects the financial position and performance of the Group as a whole.

Note 6 Investment accounted for using the equity method 31 December 30 June 2024 2024 $’000 $’000 6.1 Non-Current ◼ Westvalley Corporation Pty Ltd 6.2.3 327 300

327 300

6.2 Summarised financial information Summarised financial information of the Group’s share in Westvalley is as follows:

31 December 30 June 2024 2024 6.2.1 Summarised financial position $’000 $’000

Current assets 246 165 Current liabilities (141) (185) Current net assets 105 (20)

Non-current assets – – Non-current liabilities – – Non-current net assets – –

Net assets 105 (20)

6 months to 6 months to 31 December 31 December 2024 2023 6.2.2 Summarised financial performance $ $

Revenue and other income 612 – Cost of sales (131) – Administrative expenses (291) – Income tax benefit / (expense) (57) –

Total comprehensive income 133 – Group’s share of associate’s profit after tax 27 – Group’s share of associate’s other comprehensive income – –

31 December 30 June 2024 2024 6.2.3 Reconciliation to carrying amounts: $’000 $’000 Opening net assets at fair value 300 – Fair value of interest acquired during the period – 289 Share of profit for period 6.2.2 27 11

Closing net assets (carrying amount of investment) 327 300

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

SECTION C. 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 7 Commitments There are no material commitments to the Group as at 31 December 2024 (30 June 2024: Nil).

Note 8 Contingent liabilities There are no contingent liabilities as at 31 December 2024.

Note 9 Events subsequent to reporting date 9.1 Extension of the banking facilities As described in notes 3.1.3 and 12.1.3, the extension of the banking and convertible note facilities is currently being finalised and pending signoff by the Board of Directors.

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 D. 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 10 Share-based payments Note 6 months to 6 months to 31 December 31 December 2024 2023 $ $ 10.1 Share-based payments: ◼ Recognised in profit and loss:  Share-based payment expense – Performance rights – 132,959  Share-based payment expense – Amortisation of option issued in – 35,070 prior period  Share-based payment expense – Options – 50,250

Gross share-based payments – 218,279

10.2 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 2024 30 June 2024 $ $ Number of Weighted Average Number of Weighted Average Options Exercise Price Options Exercise Price Outstanding at the beginning of the period 11,500,000 $0.091 20,000,000 $0.088 Granted – – 1,500,000 $0.050 Expired (10,000,000) $0.100 (10,000,000) $0.075

Outstanding at period end 1,500,000 $0.050 11,500,000 $0.093

Exercisable at period end 1,500,000 $0.050 11,500,000 $0.093 (a) The weighted average remaining contractual life of options outstanding at half-year end was 1.92 years (June 2024: 1.03 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.

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

Note 11 Operating segments

11.1 Segment Financial Performance Real Estate Property Total Property Management Reportable Other Services(a) Services(a) Segments Segments(a) Total 31 December 2024 $’000 $’000 $’000 $’000 $’000 Revenue ◼ External revenues 41,886 6,452 48,338 1 48,339 ◼ Inter-segment revenues – – – – – Total segment revenue – 41,886 6,452 48,338 1 48,339 Total group revenue and other income _ 48,339 Segment EBITDA 5,558 1,426 6,984 – 6,984 ◼ Unallocated corporate costs (5,091) EBITDA _ 1,893 Reconciliation of segment loss to Group loss: (i) Allocated items: ◼ Gain or (loss) on disposal of assets 50 – 50 (5) 45 ◼ Depreciation and amortisation (805) (2,066) (2,871) (359) (3,230) ◼ Fair value adjustments – – – – – ◼ Net finance costs (207) (390) (597) (642) (1,239) ◼ Valuation costs – (15) (15) – (15) ◼ Share of profit or (loss) from associate 27 – 27 – 27 (ii) Unallocated items: ◼ Fair value adjustments – – – 218 218 Loss before income tax _ (2,301) Real Estate Property Mortgage Total Property Management Origination Reportable Other Services(a) Services(a) Services(a) Segments Segments(a) Total 31 December 2023 (a) $’000 $’000 $’000 $’000 $’000 $’000 Revenue ◼ External revenues 37,797 5,570 530 43,897 30 43,927 ◼ Inter-segment revenues – – – – – Total segment revenue 37,797 5,570 530 43,897 30 43,927 Total group revenue and other income _ 43,927 Segment EBITDA 5,615 916 77 6,608 – 6,608 ◼ Unallocated corporate costs (4,920) EBITDA _ 1,688 Reconciliation of segment loss to Group loss: (i) Allocated items: ◼ Gain on disposal of assets – – – – 45 45 ◼ Depreciation and amortisation (765) (2,082) (12) (2,859) (488) (3,347) ◼ Fair value adjustments (113) – – (113) – (113) ◼ Net finance costs (208) (348) 1 (555) (503) (1,058) (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)

(a) In accordance with AASB 8 Operating Segments, the Company has replaced its Mortgage Origination Services segment with Property Management Services following the sale of the mortgage business in the prior financial year. Mortgage origination services is no longer a material part of the business and therefore has been reclassified to other segments in the current period. This change aligns with the Company’s current strategic focus. Comparative segment information has been reclassified to ensure consistency and comparability with current disclosures, providing relevant information about the Company’s performance and resource allocation.

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

Note 12 Statement of material accounting policies This note provides a list of the material 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.

12.1 Basis of preparation 12.1.1 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 2024, together with any public announcements made during the half-year. 12.1.2 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 28 February 2025 the Directors of the Company. 12.1.3 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 $2.30 million (31 December 2023: $3.12 million loss) and a net cash in-flow from operating activities of $1.78 million (31 December 2023: $1.76 million in-flow). Included in loss for during the half-year was interest and finance costs ($0.82 million), depreciation and amortisation ($3.23 million), and embedded derivative non- cash financing costs ($0.23 million). As at 31 December 2024, the Company had a working capital deficit of $16.87 million (30 June 2024: $7.86 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; ◼ The Group not breaching the terms of its borrowing facilities; ◼ The Group obtaining an extension to the Macquarie Bank Limited banking facility (MBL); and ◼ The Group obtaining an extension of the convertible note facility. As disclosed in note 3.1.3, the Company is in advanced discussions with MBL around the further extension of the existing banking facilities under more favourable terms, these are currently due to expire on 20 July 2025. As part of the MBL extension, the Company is finalising discussions with Peters Investments on the existing convertible note arrangement, who have confirmed that they would support an extension of their facility. The Directors are confident that these will be completed by the June 2025 quarter. 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. The Company has recently obtained an independent professional valuation of the rent rolls which indicates the market value of these assets to be around $36.32 million, which equates to $30.86 million held off balance sheet (30 June 2024: $28.91 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.

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Notes to the condensed consolidated financial statements for the half-year ended 31 December 2024

Note 12 Statement of material accounting policies

12.1.4 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. 12.1.5 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. 12.2 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 13 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

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

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 8 to 22, 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 2024 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

ANDREW JENSEN Executive Chairman and Chief Operating Officer Dated this Friday, 28 February 2025

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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD Interim Financial Report AND CONTROLLED ENTITIES 31 December 2024 ABN 52 118 913 232

Independent auditor’s report

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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D AND CONTROLLED ENTITIES Interim Financial Report ABN 52 118 913 232 31 December 2024

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