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Preliminary Final Report

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THE AGENCY GROUP AUSTRALIA LTD
                      ABN 52 118 913 232

         and its controlled entities

               APPENDIX 4E
     Preliminary Final Report
                30 June 2021

THE AGENCY GROUP AUSTRALIA LTD                                                                                 APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                 Preliminary final report
ABN 52 118 913 232                                                                                                30 June 2021

Corporate directory

Current Directors
Andrew Jensen                   Executive Chairman and Chief Operating Officer
Paul Niardone                   Managing Director
Matthew LaHood                  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
(formerly known as Bentleys Audit & Corporate (WA) Pty Ltd)     Level 40, Central Park, 152-158 St Georges Terrace
283 Rokeby Road                                                 Perth WA 6000
SUBIACO WA 6008                                                 Telephone:           131 ASX (131 279) (within Australia)
Telephone:       +61 (0)8 9426 0666                             Telephone:       +61 (0)2 9338 0000
                                                                Facsimile:       +61 (0)2 9227 0885
Solicitors                                                      Website:         www.asx.com.au
Steinepreis Paganin                                             ASX Code         AU1
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000

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APPENDIX 4E                                                                                                  THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                                                           AND CONTROLLED ENTITIES
30 June 2021                                                                                                                                                    ABN 52 118 913 232

Contents

◼   Company Update ................................................................................................................................................................... 1

◼   Results for announcement to the Market ............................................................................................................................. 5
◼   Consolidated statement of profit or loss and other comprehensive income ........................................................................ 8
◼   Consolidated statement of financial position ....................................................................................................................... 9
◼   Consolidated statement of changes in equity ..................................................................................................................... 10
◼   Consolidated statement of cash flows ................................................................................................................................. 11
◼   Notes to the Appendix 4E preliminary final report .............................................................................................................. 12

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THE AGENCY GROUP AUSTRALIA LTD                                                                                             APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                           Preliminary final report
ABN 52 118 913 23                                                                                                          30 June 2021

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

1.2. Operations Review
      a.      Key Metrics

              ANNUAL GROUP REVENUE ($M)                                                              GCI ($M)
     70                                                            90
                                                                                                                          Up 68% Y-o-Y
                                              Up 39% Y-o-Y         80
     60
                                                                   70
     50
                                                                   60
     40                                                            50
                                                       58.38                                                                      80.7
     30                                                            40
     20                                     41.86                  30                                                 47.9
                                28.3                               20                                      37.9
     10                16.8                                                                   28.8
              9.6                                                  10           3.8
     0
                                                                   0
              FY17    FY18     FY19         FY20       FY21
                                                                               FY17           FY18         FY19       FY20        FY21

                NUMBER OF EXCHANGES (#)                                               VALUE OF EXCHANGES ($B)
                                               Up 58% Y-o-Y                                                                Up 66% Y-o-Y
     6000                                                          6
                                                       4,964                                                                    4.8
     5000                                                          5
     4000                                                          4
                                            3,147                                                                   2.9
     3000                       2,409                              3                                      2.4
                       1,540                                                                 1.8
     2000                                                          2
     1000       667                                                1
                                                                               0.2
          0                                                        0
               FY17     FY18    FY19        FY20       FY21                FY17           FY18            FY19      FY20       FY21

                                                 NUMBER OF NEW LISTINGS (#)
                                                                                        Up 30% Y-o-Y
                                  6,000
                                                                                              5,137
                                  5,000
                                                                                      3,957
                                  4,000                                 3,430
                                  3,000
                                                           1,776
                                  2,000
                                  1,000          639

                                        -
                                               FY17        FY18         FY19          FY20         FY21

      The Agency delivered strong operating results for FY2021 with all key metrics increasing during the year across our
      businesses as demonstrated above. The results further reinforce the sustained growth the business has been able to
      achieve year on year for the past three years. This is despite the ongoing impact of the COVID-19 pandemic and resultant
      restrictions on the real estate sector nationally during the reporting period.

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APPENDIX 4E                                                                 THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                              AND CONTROLLED ENTITIES
30 June 2021                                                                                                   ABN 52 118 913 232

Company Update
     For FY2021, the Group reported Annual Group Revenue of $58.38 million, a 39.46% increase year-on-year (FY2020: $41.86
     million), which further highlights the effectiveness of the Company’s model.

     The increase in revenue was primarily due to a 68% increase year-on-year in Combined Gross Commission Income to
     $80.7 million (FY2020: $47.9 million). This figure was bolstered by 4,964 sales (up from 3,147 sales for FY2020) and
     $4.8 billion worth of property sold across the combined group for FY2021 (FY2020: $2.9 billion). Pleasingly, the 57.7% year-
     on-year increase in The Agency’s transaction numbers was considerably more than the 40.7% market growth for the same
     period.

     Property management has 3,517 Properties Under Management as at 30 June 2021, this is 27% down on prior year due to
     the disposal of the WA rent roll in September 2020. This rent roll generates $7 million revenue annually.

     The Company also witnessed growth in its Mortgage Solutions Australia (MSA) business with home loan approvals for
     FY2021 up 24% year-on-year from $137.4 million to $170.6 million.

     As at 30 June 2021, The Agency was comprised of a combined 308 sales agents (East Coast: 163, West Coast: 145), with
     average Gross Commission Income (GCI) by agent increasing by over 57% over the past twelve months. The Agency’s model
     of allowing our high-quality agents to focus on sales and providing support is being demonstrated by the year-on-year
     increase in GCI.

     The Agency will be looking to boost agent numbers in the coming quarters. Based on the company’s existing platform and
     cost structure, which is largely fixed, any future recruitment will directly contribute to EBITDA performance.

     The Agency Group reported cash receipts of $71.57 million for the FY2021, a 68.29% year-on-year increase (FY2020: $42.53
     million).

                                                          FY2021              FY2020            % Change

     Revenue ($M)                                          58.38               41.86              +39%
     EBITDA ($M)                                           6.37                2.66               +139%
     EBITDA - pre AASB16 ($M)                              4.57                0.71               +544%
     GCI ($M)                                              80.66               47.92              +68%
     PUM                                                   3,517               4,838               -27%
     Home Loan Approvals (MSA) ($M)                        170.6               137.4              +24%

1.3. 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.

     The Agency continued its growth during FY2021 delivering three quarters of positive EBITDA as well as positive cash flow,
     a first for the Company. For FY2021, the Group recorded EBITDA profit of approximately $6.37 million. EBITDA was
     calculated as provided below:

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THE AGENCY GROUP AUSTRALIA LTD                                                                                                APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                              Preliminary final report
ABN 52 118 913 23                                                                                                             30 June 2021

Company Update
        EBITDA calculation                                                                         2021                  2020
                                                                                                      $                      $

        Loss after tax                                                                     (1,856,455)            (9,065,337)

        Income tax benefit                                                                 (1,894,024)            (1,291,720)
        Loss before tax                                                                    (3,750,479)          (10,357,057)
        Interest income                                                                          (18,724)              (17,988)
        Depreciation and amortisation                                                       5,465,814              6,038,609
        Embedded derivative non-cash financing costs                         2.1            2,243,784                        -
        Impairment                                                                            400,000              5,230,330
        Interest and finance costs                                                          2,010,936              1,769,193
        Profit on Sale of Assets1                                                             (200,612)                      -
        Share-based payments                                                                  215,946                        -

        EBITDA                                                                              6,366,665              2,663,087

        AASB 16 Leases impact2                                                             (1,793,866)            (1,951,373)

        EBITDA (pre-AASB16 Leases impact)                                                   4,572,799                711,714

        EBITDA was $6.37 million. After adjusting for AASB 16 Leases impact, positive EBITDA for the year was $4.57 million which
        compares to positive EBITDA of $0.71 million for FY2020, a $3.86 million improvement.

        The net assets of the Group have increased from 30 June 2020 by $2.53 million to $14.14 million at 30 June 2021 (2020:
        $11.61 million).

        The Group incurred a net loss after tax for the year of $1.86 million (2020: $9.07 million loss). It is important to note that
        this was primarily impacted by the embedded derivative non-cash financing cost ($2.24 million), interest and finance costs
        ($2.01 million), and depreciation and amortisation ($5.47 million).

        As at 30 June 2021, the Group's cash and cash equivalents increased from 30 June 2020 by $2.37 million to $5.10 million at
        30 June 2021 (2020: $2.72 million).

                                                                                   Appendix 4E                  2020
                                                                                       $’000s               $

        Cash at bank (reference 4E Note 4.1)                                            5,096
        Cash classified as
        ◼     Bank Guarantees                                                              613

        Reporting in the 30 June 2021 Appendix 4C                                       5,709

        Government incentives and related grants have been received during the year and were used to also support employee
        sales agents in Perth. These have been included in operational cash flows.

1   Sale of West Coast rent roll assets to Managex. Includes profit on sale of net assets disposed of $123K plus gain on exit of lease of $77K
2
    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.

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APPENDIX 4E                                                                 THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                             AND CONTROLLED ENTITIES
30 June 2021                                                                                                  ABN 52 118 913 232

Company Update
1.4. Future Developments, Prospects and Business Strategies
     With the Group having achieved a profitable scale, The Agency’s national focus has now shifted to quality agent recruitment
     for driving growth while maintaining a sustainable financial framework and continuing to identify and implement
     efficiencies into its business.

     The Company has continued to work proactively with its primary bank debt provider, Macquarie Bank, regarding a
     reduction in funding costs as well as the release of personal guarantees on its secured debt facilities, both of which have
     been approved by the debt provider and announced on the 4th August 2021.

     The Agency is active in pursuing new business channels and entering new markets, along with new strategic partnerships
     and JV opportunities it believes will drive agent recruitment and sales revenue in the coming reporting periods.

     There remain significant intangible assets off the balance sheet, these include the rent roll and the Mortgage Book. These
     assets contribute an annuity income to the business in excess of $8 million per annum. Total estimated market asset value
     of the rent roll and loan book is estimated to be greater than $25 million.

     Other likely developments, future prospects and business strategies of the operations of the Group and the expected
     results of those operations, not otherwise disclosed in this report, have not been included in this report as the Directors
     believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Group.

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THE AGENCY GROUP AUSTRALIA LTD                                                                                   APPENDIX 4E
AND CONTROLLED ENTITIES                                                                               Preliminary final report
ABN 52 118 913 23                                                                                              30 June 2021

Results for announcement to the Market
for the year ended 30 June 2021

1     REPORTING PERIOD (item 1)

      ◼ Report for the financial year ended:                                   30 June 2021
      ◼ Previous corresponding period is the year months ended:                30 June 2020

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

      ◼ Increase in revenues from ordinary activities (item 2.1)                                 39.46     to        58,380,590

      ◼ Decrease in loss from ordinary activities after tax
                                                                                                 79.52     to        (1,856,455)
        attributable to members (item 2.2)

      ◼ Decrease in loss after tax attributable to members (item 2.3)                            79.52     to        (1,856,455)

      a.     Dividends (item 2.4)                                                                Amount per      Franked amount
                                                                                                   Security          per security
                                                                                                          ₵                     %
             ◼ Interim dividend                                                                            nil               n/a
             ◼ Final dividend                                                                              nil               n/a
             ◼ Record date for determining entitlements to the
                                                                                     n/a
               dividend (item 2.5)

      b.     Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6):
             The loss after tax includes an embedded derivative non-cash financing cost of $2,243,784 relating to the issue of
             convertible notes. Refer to Company Update on page 1 of this Preliminary Final Report.

3     PRELIMINARY FINAL REPORT

      a.     Statement of comprehensive income (item 3):
             Refer to Consolidated statement of profit or loss and other comprehensive income on page 8

      b.     Statement of financial position (item 4):
             Refer to Consolidated statement of financial position on page 9

      c.     Statement of cash flows (item 5):
             Refer to Consolidated statement of cash flows on page 11

      d.     Statement of changes in equity (item 6):
             Refer to Consolidated statement of changes in equity on page 10

4     DIVIDENDS (item 7) AND RETURNS TO SHAREHOLDERS INCLUDING DISTRIBUTIONS AND BUY BACKS (item 14.2)

      Nil.
      a.     Details of dividend or distribution reinvestment plans in operation are described below (item 8):
             Not applicable

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APPENDIX 4E                                                                     THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                   AND CONTROLLED ENTITIES
30 June 2021                                                                                                        ABN 52 118 913 232

Results for announcement to the Market
for the year ended 30 June 2021
                                                                                                                       Previous
5    RATIOS
                                                                                                   Current          corresponding
                                                                                                   period               period
     a. Financial Information relating to 5b and 5c:                                                   $                    $
          Earnings for the period attributable to owners of the parent                              (1,856,455)          (9,065,337)

          Net assets                                                                                14,137,261           11,611,346
          Less: Intangible assets (including net deferred tax balances) and right of use           (27,778,071)         (31,770,901)
          assets
          Net tangible assets                                                                      (13,640,810)         (20,159,555)

                                                                                                     No.                   No.
          Fully paid ordinary shares                                                               428,575,916         298,954,431
          Weighted average number of ordinary shares outstanding during the year used              353,288,916         251,793,328
          in calculation of basic EPS

                                                                                                       ₵                    ₵

     b. Net tangible assets backing per share (cents) (item 9):                                     (3.183)              (5.189)

     c. Earnings per share attributable to owners of the parent (cents) (item 14.1):                (0.525)              (3.600)

          The Group does not report diluted earnings per share, as dilution is not applied
          to annual losses generated by the Group. During the 2021 financial year the
          Group had 333,333 unissued shares under option which are anti-dilutive.

6    DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD: (item 10)

     a.     Control gained over entities
            ◼     Name of entities (item 10.1)                                        Nil
            ◼     Date(s) of gain of control (item 10.2)
     b.     Loss of control of entities

            ◼     Name of entities (item 10.1)                                        The Agency Property Management WA Pty Ltd
            ◼     Date(s) of loss of control (item 10.2)                              29 September 2020
     c. Contribution to consolidated profit (loss) from ordinary activities after     $51,579
        tax by the controlled entities to the date(s) in the current period when
        control was gained / lost (item 10.3).

     d. Profit (loss) from ordinary activities after tax of the controlled entities for $1,823
        the whole of the previous corresponding period (item 10.3)

7    DETAILS OF ASSOCIATES AND JOINT VENTURE: (item 11)

     ◼      Name of entities (item 11.1)                                    Nil
     ◼      Percentage holding in each of these entities (item 11.2)        n/a
                                                                                                                           Previous
                                                                                                                     corresponding
                                                                                                 Current period              Period
                                                                                                              $                   $
     ◼      Aggregate share of profits (losses) of these entities (item 11.3)                                 N/A                  N/A

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THE AGENCY GROUP AUSTRALIA LTD                                                                              APPENDIX 4E
AND CONTROLLED ENTITIES                                                                             Preliminary final report
ABN 52 118 913 23                                                                                            30 June 2021

Results for announcement to the Market
for the year ended 30 June 2021

8     Any other significant information needed by an investor to make an informed assessment of the entity’s financial
      performance and financial position (item 12):

      Refer to commentary update accompanying this 4E

9     The financial information provided in the Appendix 4E is based on the preliminary final report (attached), which has been
      prepared in accordance with Australian Accounting Standards (item 13)

10    A COMMENTARY ON THE RESULTS FOR THE PERIOD (item 14)

      Refer to Company Update on page 1 .

11    The preliminary final report has been prepared based on the 30 June 2021 accounts which are in the process of being
      audited by an independent Audit Firm in accordance with the requirements of s.302 of the Corporations Act 2001 (Cth).
      (item 15)

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APPENDIX 4E                                                                              THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                              AND CONTROLLED ENTITIES
30 June 2021                                                                                                                     ABN 52 118 913 232

Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2021
                                                                                                 Note                  2021                    2020
                                                                                                                          $                       $
Continuing operations
Revenue                                                                                           1.1           58,380,590              41,861,521
Other income                                                                                      1.2            1,510,869                1,012,487

                                                                                                                59,891,459              42,874,008

Advertising and promotion expenses                                                                              (1,639,614)              (1,242,399)
Computers and information technology expenses                                                                   (1,407,621)              (1,330,334)
Consultancy fees                                                                                                (2,048,190)              (1,918,495)
Depreciation and amortisation                                                                                   (5,465,814)              (6,038,609)
Embedded derivative non-cash financing costs                                                      2.1           (2,243,784)                         -
Impairment                                                                                        2.2             (400,000)              (5,230,330)
Interest and finance costs                                                                                      (2,010,936)              (1,769,193)
Legal and professional fees                                                                                     (1,328,244)                (998,384)
Occupancy costs                                                                                                   (570,823)                (984,139)
Salaries and employment costs                                                                     2.3          (44,182,308)             (31,070,020)
Share-based payments expense                                                                                      (215,946)                         -
Other expenses                                                                                                  (2,128,658)              (2,649,162)

Loss before tax                                                                                                 (3,750,479)             (10,357,057)
Income tax benefit                                                                                3.1            1,894,024                1,291,720

Net loss for the year                                                                                           (1,856,455)              (9,065,337)

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                                         (1,856,455)              (9,065,337)

                                                                                                               6,366,665                2,663,087

The 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 4E
AND CONTROLLED ENTITIES                                                                                           Preliminary final report
ABN 52 118 913 23                                                                                                          30 June 2021

Consolidated statement of financial position
as at 30 June 2021
                                                                                              Note                  2021               2020
                                                                                                                       $                  $
Current assets
Cash and cash equivalents                                                                      4.1            5,096,435           2,724,142
Trade and other receivables                                                                   4.2.1           7,953,403           4,601,222
Financial assets                                                                              4.3.1                     -         1,600,000
Other current assets                                                                          4.4.1             723,438            550,476

Total current assets                                                                                         13,773,276           9,475,840

Non-current assets
Trade and other receivables                                                                   4.2.2             163,010            269,655
Financial assets                                                                              4.3.2             612,860            170,388
Property, plant, and equipment                                                                 5.1            1,577,659           2,039,814
Right of use asset                                                                            5.2.1           4,894,370           4,645,320
Intangible assets                                                                              5.3           24,240,451          30,376,355

Total non-current assets                                                                                     31,488,350          37,501,532

Total assets                                                                                                 45,261,626          46,977,372

Current liabilities
Trade and other payables                                                                      4.5.1          11,194,122           9,773,151
Borrowings                                                                                    4.6.1                     -        13,843,235
Provisions                                                                                    5.4.1           2,565,406           2,286,835
Leases                                                                                        5.2.2           1,828,270           1,979,900

Total current liabilities                                                                                    15,587,798          27,883,121

Non-current liabilities
Borrowings                                                                                    4.6.2           5,000,000                    -
Financial liabilities                                                                         4.7.1           4,882,672                    -
Provisions                                                                                    5.4.2             280,245            337,054
Leases                                                                                        5.2.2           4,016,900           3,895,077
Deferred tax liabilities                                                                       3.3            1,356,750           3,250,774

Total non-current liabilities                                                                                15,536,567           7,482,905

Total liabilities                                                                                            31,124,365          35,366,026

Net assets                                                                                                   14,137,261          11,611,346

Equity                                                                                                                  -                  -
Issued capital                                                                                6.1.1          43,635,166          39,395,942
Reserves                                                                                       6.4            1,071,861            928,715
Accumulated losses                                                                                           (30,569,766)       (28,713,311)

Total equity                                                                                                 14,137,261          11,611,346
                                                                                                               (2,120,270)       (18,414,917)
                                                                                                              (13,640,810)       (15,514,235)

The consolidated statement of financial position is to be read in conjunction with the accompanying notes.

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APPENDIX 4E                                                                          THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                      AND CONTROLLED ENTITIES
30 June 2021                                                                                                             ABN 52 118 913 232

Consolidated statement of changes in equity
for the year ended 30 June 2021
                                                            Note      Contributed       Accumulated           Options               Total
                                                                           equity            Losses           Reserve              equity
                                                                                 $                  $               $                    $

Balance at 1 July 2019                                                27,765,049        (19,317,468)         583,426          9,031,007
Change in accounting policy                                                      -         (330,506)                -           (330,506)

Restated total equity at the beginning of the financial
year                                                                  27,765,049        (19,647,974)         583,426          8,700,501
Loss for the year attributable owners of the parent                              -       (9,065,337)                -         (9,065,337)
Other comprehensive income for the year attributable
owners of the parent                                                             -                  -               -                    -
Total comprehensive income for the year attributable
owners of the parent                                                             -       (9,065,337)                -         (9,065,337)

Transaction with owners, directly in equity
Shares issued during the year (net of costs)               6.1.1      11,630,893                    -               -        11,630,893
Options granted during the year                             6.2                  -                  -        345,289             345,289

Balance at 30 June 2020                                               39,395,942        (28,713,311)         928,715         11,611,346

Balance at 1 July 2020                                                39,395,942        (28,713,311)         928,715         11,611,346
Loss for the year attributable owners of the parent                              -       (1,856,455)                -         (1,856,455)
Other comprehensive income for the year attributable
owners of the parent                                                             -                  -               -                    -

Total comprehensive income for the year attributable
owners of the parent                                                             -       (1,856,455)                -         (1,856,455)

Transaction with owners, directly in equity
Shares issued during the year (net of costs)               6.1.1       3,552,768                    -               -         3,552,768
Options granted during the year                              6.2                 -                  -        437,946             437,946
Options exercised during the year                                        686,456                             (294,800)           391,656

Balance at 30 June 2021                                               43,635,166        (30,569,766)        1,071,861        14,137,261

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

                                                                                                                            P a g e | 10

THE AGENCY GROUP AUSTRALIA LTD                                                                                      APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                   Preliminary final report
ABN 52 118 913 23                                                                                                  30 June 2021

Consolidated statement of cash flows
for the year ended 30 June 2021

                                                                                            Note           2021              2020
                                                                                                              $                 $
Cash flows from operating activities
Receipts from customers                                                                              71,571,138         42,529,458
Payments to suppliers and employees                                                                  (65,947,300)      (40,821,013)
Interest received                                                                                        18,440            17,988
Finance costs                                                                                          (998,889)        (1,391,729)

Net cash used in operating activities                                                                 4,643,389           334,704

Cash flows from investing activities
Purchase of property, plant, and equipment                                                             (242,158)          (282,527)
Advancement of bank guarantee                                                                                  -          (481,498)
Return of bank guarantee                                                                                       -          346,078
Purchase of intangibles                                                                                        -          (192,758)
Deferred purchase consideration paid                                                                           -           (15,000)
Loans to other entities                                                                                (225,000)                 -
Net cash received on disposal of asset group                                                          2,623,330                  -

Net cash used in investing activities                                                                 2,156,172           (625,705)

Cash flows from financing activities
Proceeds from issue of shares                                                                                  -         5,611,773
Proceeds from exercise of options                                                                       391,656                  -
Share issue costs                                                                                        (60,000)         (397,861)
Repayments of borrowings                                                                              (7,843,235)       (2,731,516)
Proceeds from borrowings                                                                              5,000,000                  -
Payment of principal portion of lease liabilities                                                     (1,915,689)       (2,064,552)

Net cash provided by financing activities                                                             (4,427,268)         417,844

Net increase in cash and cash equivalents held                                                        2,372,293           126,843

Cash and cash equivalents at the beginning of the year                                                2,724,142          2,597,299

Cash and cash equivalents at the end of the year                 -                           4.1      5,096,435          2,724,142

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

P a g e | 11

APPENDIX 4E                                                                  THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                         AND CONTROLLED ENTITIES
30 June 2021                                                                                              ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 1        Revenue and other income                                               Note        2021                 2020
                                                                                                    $                    $
1.1    Revenue
       Commissions                                                                          45,342,382         27,523,456
       Fees                                                                                  5,563,760          5,056,193
       Management fees                                                                       7,474,448          9,281,872

                                                                                            58,380,590         41,861,521
1.2    Other Income
       Interest income                                                                          18,724              17,988
       Gain on disposal of assets                                                             123,225                      -
       Gain on exit of lease                                                                    77,387                     -
       Other income                                                                           567,121              994,499
       Government grants received – Cash Flow Boost                                           724,412                      -

                                                                                             1,510,869          1,012,487

Note 2        Loss before income tax                                                             2021                 2020
                                                                                                    $                    $
The following significant revenue and expense items are relevant in explaining the
financial performance:
2.1    Embedded derivative non-cash financing costs:
       ◼ Embedded Derivative - Finance cost                                                   256,796                      -
       ◼ Embedded Derivative - Fair value adjustment                                         1,986,988                     -

                                                                                             2,243,784                     -
2.2    Impairment:
       ◼ Doubtful debts expense / (recovered)                                                 400,000              (74,050)
       ◼ Impairment of goodwill and other intangibles                                                -          5,304,380

                                                                                              400,000           5,230,330
2.3    Salaries and employment costs
       ◼ Commissions                                                                        31,656,030         19,558,045
       ◼ Director fees                                                                        144,000             535,980
       ◼ Salary and wages                                                                    7,899,320          8,475,768
       ◼ Superannuation                                                                      2,146,579          1,369,231
       ◼ Other employment related costs                                                      3,746,379          2,210,996
       ◼ Government grants received in connection with employment costs                     (1,410,000)        (1,080,000)

                                                                                            44,182,308         31,070,020

                                                                                                             P a g e | 12

THE AGENCY GROUP AUSTRALIA LTD                                                                  APPENDIX 4E
AND CONTROLLED ENTITIES                                                               Preliminary final report
ABN 52 118 913 23                                                                              30 June 2021

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 3          Income tax                                                 Note        2021              2020
                                                                                          $                 $
3.1     Income tax benefit
        Deferred tax                                                              (1,894,024)       (1,291,720)

                                                                                  (1,894,024)       (1,291,720)
3.2     Deferred tax assets
        Employee benefits                                                           558,583           465,221
        Accrued expenses                                                          1,747,300           918,680
        Provisions                                                                  177,161            52,397
        AASB16 Leases - Lease Liability                                             182,453           154,253
        Other                                                                       309,093           141,261
                                                                                  2,974,590         1,731,812
        Set-off deferred tax liabilities                                   3.3    (2,974,590)       (1,731,812)

        Net deferred tax assets                                                            -                 -

3.3     Deferred tax liabilities
        Intangible Asset - Rent Roll                                              4,331,340         4,875,336
        Accrued income                                                                     -          107,250
                                                                                  4,331,340         4,982,586
        Set-off deferred tax assets                                        3.2    (2,974,590)       (1,731,812)

        Net deferred tax liabilities                                              1,356,750         3,250,774

Note 4         Financial assets and financial liabilities

4.1     Cash and cash equivalents                                                      2021              2020
                                                                                          $                 $

        Cash at bank                                                              5,096,435         2,724,142

                                                                                  5,096,435         2,724,142

4.2     Trade and other receivables                                                    2021              2020
                                                                                          $                 $
4.2.1   Current
        Trade debtors                                                             6,272,604         3,677,980
        Recoverable commissions/wages                                             1,125,019           876,861
        Provision for non-recovery of trade debtor and commissions/wages           (150,000)         (339,702)
        Other receivables                                                           705,780           386,083

                                                                                  7,953,403         4,601,222
4.2.2   Non-current
        Receivables                                                                 163,010           269,655

                                                                                    163,010           269,655

P a g e | 13

APPENDIX 4E                                                       THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                          AND CONTROLLED ENTITIES
30 June 2021                                                                               ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 4       Financial assets and financial liabilities (cont.)

4.3     Financial assets                                                          2021                 2020
                                                                                     $                    $
4.3.1   Current
        Restricted cash                                                               -            600,000
        Working capital – trust account                                               -          1,000,000

                                                                                      -          1,600,000
4.3.2   Non-current
        Bank guarantees and restricted cash                                    612,860             170,388

                                                                               612,860             170,388

4.4     Other assets                                                              2021                 2020
                                                                                     $                    $
4.4.1   Current
        Prepayments                                                            305,748                7,636
        Other deposits                                                         817,690             542,840
        Less: provision for impairment                                         (400,000)                    -

                                                                               723,438             550,476

4.5     Trade and other payables                                                  2021                 2020
                                                                                     $                    $
4.5.1   Current
        Unsecured
        Trade payables                                                        2,552,376          2,483,388
        Employees’ remuneration – commissions payable                         3,706,455          1,869,045
        Payroll tax payable                                                    353,739           1,152,496
        Superannuation – employees                                             392,778             401,358
        Sundry creditors and accrued expenses                                 2,512,237            843,601
        GST and PAYG payable                                                  1,676,537          2,916,649
        Other                                                                         -            106,614

                                                                             11,194,122          9,773,151

                                                                                              P a g e | 14

THE AGENCY GROUP AUSTRALIA LTD                                                    APPENDIX 4E
AND CONTROLLED ENTITIES                                                 Preliminary final report
ABN 52 118 913 23                                                                30 June 2021

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 4         Financial assets and financial liabilities (cont.)

4.6     Borrowings                                                       2021              2020
                                                                            $                 $
4.6.1   Current
        Loans                                                                -          750,000
        Bank loans                                                           -        12,093,235
        Convertible note                                                     -         1,000,000

                                                                             -        13,843,235
4.6.2   Non-current
        Bank loans                                                  5,000,000                  -

                                                                    5,000,000                  -

4.7     Financial liabilities                                            2021              2020
                                                                            $                 $
4.7.1   Non-current
        Convertible note:
        ◼ Debt component                                              895,101                  -
        ◼ Derivative financial liability conversion option          3,987,571                  -

                                                                    4,882,672                  -

Note 5         Non-financial assets and financial liabilities

5.1     Property, plant, and equipment                                   2021              2020
                                                                            $                 $
Plant and equipment – at cost                                       1,253,362          1,187,451
Accumulated depreciation                                             (725,387)          (614,867)

                                                                      527,975           572,584

Leasehold improvements – at cost                                    3,447,970          3,407,145
Accumulated amortisation                                            (2,398,286)       (1,939,915)

                                                                    1,049,684          1,467,230

Total plant and equipment                                           1,577,659          2,039,814

P a g e | 15

APPENDIX 4E                                                            THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                               AND CONTROLLED ENTITIES
30 June 2021                                                                                    ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 5        Non-financial assets and financial liabilities (cont.)

5.2     Leases                                                                         2021                 2020
                                                                                          $                    $
5.2.1   Right of use assets
        Properties                                                                 3,704,241          3,500,419
        Printing equipment                                                         1,190,129          1,144,901

                                                                                   4,894,370          4,645,320
5.2.2   Lease liabilities
        Current                                                                    1,828,270          1,979,900
        Non-current                                                                4,016,900          3,895,077

                                                                                   5,845,170          5,874,977

5.3     Intangible assets                                                              2021                 2020
                                                                                          $                    $
        Goodwill                                                                  10,704,236         17,077,617
        Impairment charge                                                                  -         (5,304,380)

                                                                                  10,704,236         11,773,237

        Rent Roll and trail book                                                  21,134,545         24,348,146
        Accumulated amortisation                                                  (7,851,603)        (5,930,600)

                                                                                  13,282,942         18,417,546

        Trademarks                                                                  268,420             268,420
        Accumulated amortisation and impairment                                     (268,420)          (268,420)

                                                                                           -                     -

        Others                                                                      291,875             381,968
        Accumulated amortisation and impairment                                      (38,602)          (196,396)

                                                                                    253,273             185,572

        Total intangibles                                                         24,240,451         30,376,355

5.4     Provisions                                                                     2021                 2020
                                                                                          $                    $
5.4.1   Current
        Employee entitlements                                                      1,406,422          1,228,979
        Future fund referrals                                                      1,158,984          1,057,856

                                                                                   2,565,406          2,286,835
5.4.2   Non-current
        Employee entitlements                                                        62,742               61,377
        Make good provisions                                                        149,548             165,000
        Future fund referrals                                                        67,955             110,677

                                                                                    280,245             337,054

                                                                                                   P a g e | 16

THE AGENCY GROUP AUSTRALIA LTD                                                             APPENDIX 4E
AND CONTROLLED ENTITIES                                                          Preliminary final report
ABN 52 118 913 23                                                                         30 June 2021

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2021

Note 6         Equity

6.1     Issued capital                               2021           2020          2021              2020
                                                       No.            No.            $                 $

Fully paid ordinary shares at no par value    428,575,916     298,954,431    43,635,166       39,395,942
                                                     2021            2020          2021             2020
6.1.1   Ordinary shares                                No.             No.            $                $
        At the beginning of the year          298,954,431     103,810,047    39,395,942       27,765,049
        Shares issued during the year:
        ◼ Issued for cash                                -     85,913,817             -        5,584,398
        ◼ Equity-settled payments                        -    107,008,316             -        6,955,540
        ◼ Conversion of performance shares               -      2,222,251             -                 -
        ◼ Convertible note conversion         115,621,485               -     3,612,768                 -
        ◼ Exercise of $0.027 options           12,000,000               -      546,000                  -
        ◼ Exercise of $0.0338 options            2,000,000              -      140,456                 -
        Transaction costs relating to share              -              -      (60,000)         (909,045)
        issues

        At reporting date                     428,575,916     298,954,431    43,635,166       39,395,942

6.2     Options                                      2021           2020          2021              2020
                                                       No.            No.            $                 $
        Options                                   333,333     104,181,760     1,071,861          928,715

        At the beginning of the year          104,181,760       5,588,912      928,715           583,426
        Options issued/(lapsed) during the
        year:
        ◼ Attaching pursuant to a                        -      8,461,539             -                 -
           Placement
        ◼ Attaching to an Entitlement Issue              -     34,495,371             -                 -
        ◼ Equity-settled payments                        -     44,944,823             -
        ◼ Lead Managers options                          -     12,899,074             -          258,192
        ◼ Repayment of Kalonda debt                      -        714,286             -           14,297
        ◼ Financing costs in respect to the              -      2,000,000             -           72,800
          convertible note options
        ◼ Issued in connection with            12,000,000               -      222,000                  -
          Convertible notes
        ◼ Exercise of $0.027 options           (12,000,000)             -      (222,000)                -
        ◼ Exercise of $0.0338 options           (2,000,000)             -      (72,800)                 -
        ◼ Granted (and to be issued) to                  -              -      215,946                  -
          CEO in accordance with
          employment agreements
        ◼ Expiry of options                   (101,848,427)    (4,922,245)            -                 -

        At reporting date                         333,333     104,181,760     1,071,861          928,715

P a g e | 17

APPENDIX 4E                                                             THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                       AND CONTROLLED ENTITIES
30 June 2021                                                                                            ABN 52 118 913 232

Notes to the consolidated financial statements
for the year ended 30 June 2021

Note 6       Equity (cont.)

6.3     Performance shares                                                                      2021                2020
                                                                                                  No.                 No.

        Performance shares                                                                 1,555,558          1,555,558

6.3.1   The 1,555,558 performance shares failed to vest (by achieving a 20-day volume VWAP on the ASX which equals or
        exceeds 3 times the re-quotation price of $0.02, at any time within 24 months of settlement) and expired. These
        performance shares will convert to five only ordinary shares.

6.4     Reserves                                                                                2021                2020
                                                                                                   $                   $
Share-based payment reserve                                                                1,071,861            928,715

                                                                                           1,071,861            928,715

                                                                                                           P a g e | 18