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Interim Financial Report 31 Dec 2022 & Appendix 4D

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ABN 52 118 913 232

       and its controlled entities

        APPENDIX 4D
Interim Financial Report
      31 December 2022

THE AGENCY GROUP AUSTRALIA LTD                                                                                   APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                 Interim Financial Report
ABN 52 118 913 232                                                                                            31 December 2022

Corporate directory

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

Company Secretary
Stuart Usher

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

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

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APPENDIX 4D                                                                                                          THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                                                                          AND CONTROLLED ENTITIES
31 December 2022                                                                                                                                                         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 ................................................................................................................................................................ 25
◼   Independent auditor's review report ........................................................................................................................................ 26

                                                                                                                                                                                P a g e | ii

THE AGENCY GROUP AUSTRALIA LTD                                                                                        APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                      Interim Financial Report
ABN 52 118 913 232                                                                                                 31 December 2022

Results for announcement to the market
for the half-year ended 31 December 2022

1     REPORTING PERIOD (item 1)

      ◼ Report for the period ended:                                               31 December 2022
      ◼ Previous corresponding period is half-year ended:                          31 December 2021

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

      ◼     Revenues from ordinary activities (item 2.1)                        Increase               5.68      to              37,492

      ◼     Loss from ordinary activities after tax attributable to members
                                                                                Decrease             233.65      to              (1,668)
            (item 2.2)

      ◼     Loss after tax attributable to members (item 2.3)                   Decrease             233.65      to              (1,668)

      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 $138K, refer to section 2.3.a 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
                                                                                                          2022                  2021
      a. Financial Information relating to 4b:                                                              $’000                $’000

            Earnings for the period attributable to owners of the parent                                    (1,668)               1,248

                                                                                                   31 December           31 December
                                                                                                          2022                  2021
                                                                                                          $’000                 $’000

            Net assets                                                                                      14,992               15,766

            Less: Intangible assets and deferred tax balances                                           (25,121)              (22,230)

            Net tangible (liabilities)/assets                                                           (10,129)                 (6,464)

                                                                                                       No.                  No.

            Fully paid ordinary shares                                                             428,575,921          428,575,916

                                                                                                        ₵                    ₵

      b. Net tangible (liability)/assets backing per share (cents) (item 3):                         (2.363)              (1.508)

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APPENDIX 4D                                                                   THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                          AND CONTROLLED ENTITIES
31 December 2022                                                                                                ABN 52 118 913 232

Results for announcement to the market
for the half-year ended 31 December 2022

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)                                           Bushby & Co. Pty Ltd

         ◼   Date(s) of gain of control (item 4.2)                                 22 July 2022

     b. Loss of control of entities

         ◼   Name of entities (item 4.1)                                           Nil

         ◼   Date(s) of loss of control (item 4.2)

     c. Contribution to consolidated loss from ordinary activities after tax by    $136K contribution to EBITDA
        the controlled entities to the date(s) in the current period when          ($289K) contribution to net loss
        control was gained / lost (item 4.3).

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

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

     ◼ Name of entities (item 7)                                        Nil

     ◼ Percentage holding in each of these entities (item 7)            N/A
                                                                                              6 months to        6 months to
                                                                                             31 December        31 December
                                                                                                     2022               2021
                                                                                                    $’000              $’000

     ◼ Aggregate share of profits (losses) of these entities (item 7)                                 N/A                  N/A

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

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

GEOFF LUCAS
Managing Director and CEO
Dated this Monday, 27 February 2023

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THE AGENCY GROUP AUSTRALIA LTD                                                                                                     APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                                   Interim Financial Report
ABN 52 118 913 232                                                                                                              31 December 2022

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 2022 (HY2023).
The Agency is listed on the Australian Securities Exchange (ASX:AU1).

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

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

2.2. Operations Review
     a. Key Metrics

                       COMBINED GROUP REVENUE ($M)                                                             GCI ($M)
     40                                                                                60
     35
                                                                       37.5            50
     30
                                                    35.6                                                                   52.9
     25                         29.4                                                   40                                              45.7
     20         25.2                                                                   30                    38.1
     15
                                                                                       20     24.9
     10
                                                                                       10
      5
      0                                                                                 0
                HY20            HY21                HY22              HY23                    HY20           HY21          HY22        HY23

                                       SALES                                                         NUMBER OF NEW LISTINGS (#)
    4,000                                                                             3,500
                                                                                      3,000
    3,000                                                                                                                  3,050      3,124
                                                             3,086                    2,500
                                                  2,910              2,847
                                                                              2,556   2,000                 2,449
    2,000                      2,407
                                        2,217
                                                                                      1,500   1,955
               1,595   1,519                                                          1,000
    1,000
                                                                                       500
          0                                                                              0
                  HY20            HY21                HY22              HY23                  HY20           HY21          HY22        HY23
                                SALES(No.)      SALES ($M)

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APPENDIX 4D                                                                             THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                                      AND CONTROLLED ENTITIES
31 December 2022                                                                                                               ABN 52 118 913 232

Directors' report

        Despite a range of negative external factors during HY2023, most notably rising interest rates and the adverse impact on
        home values across the country, The Agency continued to grow market share in the period.

        During HY2023, the Company further grew its presence nationally and now covers six states and territories following the
        acquisition of Bushby Property Group in Tasmania in July 2022.

        This significant national expansion is reflected in the number of agents which have risen 19% to 412 agents as at
        31 December 2022 compared to 345 agents as at 31 December 2021.

        Group revenue for HY2023 of $37.5 million is up 5.7% on HY2022’s Group revenue (HY2022: $35.5 million), which was
        primarily driven by a strong performance by payroll agents in WA1 and increased management fees from properties under
        management.

        The Agency sold 2,847 properties in HY2023, which while a 2.2% reduction on the prior year (HY2022: 2,910), was
        significantly above system performance as National Transaction volumes fell 21.6%2 over the same period. A 14% reduction
        in Gross Commission Income (GCI) of $45.7 million (HY2022: $52.9 million) was the result of higher proportion of sales in
        WA combined with a reduction in average selling price across the East Coast that resulted in a 17% reduction in Gross Value
        of Properties sold (HY2023 $2.6 billion, HY2022: $3.1 billion).

        The Agency reported a total management portfolio of 4,908 PUM at the end of December 2022.

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.

        Unfavourable external factors most notably rising interest rates and adverse effect on property prices nationally has
        impacted The Agency’s financials for the six-month period.
        a. Non-IFRS information
            The Company reports EBITDA in addition to the Profit after Tax. EBITDA is a financial measure which is not prescribed
            by Australian Accounting Standards (AAS) and represents the statutory profit under AAS adjusted for specific non-cash
            and significant items. The Company’s directors consider EBITDA to reflect the core earnings of the consolidated entity.
            A reconciliation between EBITDA and profit after income tax for the half-year 31 December 2022 is noted below.
        b. Change in Presentation
            During the 2022 financial year the Group changed the presentation of the statement of profit and loss to classify
            expenses based on their function. This change has not affected reported profit or loss and is a change in presentation
            only. In accordance with accounting standards, the Group will continue to report expenditure classified by nature in
            the notes to the consolidated financial statements, as disclosed the 2022 Annual Report. Comparative information has
            been updated to reflect this change.

1
    According to accounting standards, recognition of revenue is dependent on the engagement mechanism of the Agent. A sale by a payroll agent
    will result as revenue equal to GCI, with an agent commission expense in Cost of Sales. A sale by a non payroll independent contractor agent,
    revenue is equal to The Agency share GCI. There is no cost of sale expense for a non payroll agent.
    As a general rule, Western Australia agents are predominantly Payroll agents, while East Coast agents are predominantly non payroll agents.
2   CoreLogic Economist Pack January 2023 edition.

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THE AGENCY GROUP AUSTRALIA LTD                                                                                                   APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                                Interim Financial Report
ABN 52 118 913 232                                                                                                           31 December 2022

Directors' report
       EBITDA calculation                                                         HY2023             HY2022            Change        Change
                                                                                   $’000              $’000             $’000            %

       Profit / (loss) after tax                                                    (1,668)             1,248           -2,916        -234%

       Income tax benefit                                                             (237)              (850)
       Profit / (loss) before tax                                                   (1,905)               398           -2,303        -579%

       Interest income                                                                 (47)                 (3)
       Depreciation and amortisation                                                 3,196              2,695
       Embedded derivative non-cash financing (gains) / costs3                        (758)              (427)
       Impairment (recovery) / expense                                                    -              (400)
       Interest and finance costs                                                      832                405
       Gan on sale of assets4                                                       (1,590)                  -
       Disposal of assets costs                                                         76                   -
       Acquisition of business costs                                                    74                   -
       Share-based payments expense                                                    260                382

       EBITDA                                                                          138              3,050           -2,912         -95%

       AASB 16 Leases impact5                                                       (1,085)              (910)

       Underlying EBITDA (pre-AASB16 Leases impact)                                   (947)             2,140           -3,087        -144%

       Other key metrics:

       ◼    Revenue                                                                37,492             35,478            +2,014          +6%

       ◼    GCI                                                                    45,734             52,876            -7,142         -14%

        For HY2023 the Group recorded EBITDA of $0.14 million (HY2022: $3.05 million). After adjusting for the AAB16 Leases
        impact, underlying EBITDA for HY2023 was ($0.95) million (HY2022: $2.14 million). This represents a $3.09 million decrease
        in underlying EBITDA, which equates to a 144% decrease from the comparative period.

        The Group generated a net loss after tax for the half-year of $1.67 million (HY2022: $1.25 million profit). This was primarily
        impacted by the embedded derivative non-cash financing gains ($0.76 million), gain on sale of assets ($1.59 million),
        interest and finance costs ($0.83 million), and depreciation and amortisation ($3.20 million).

        The net assets of the Group have decreased from 30 June 2022 by $1.41 million to $14.99 million at 31 December 2022
        (30 June 2022: $16.40 million).

        The Group's cash and cash equivalents decreased from 30 June 2022 by $3.80 million to $4.41 million at 31 December 2022
        (30 June 2022: $8.22 million). As disclosed in note 6.2, although the part sale of trail asset was finalised prior to the end of
        the reporting period, the Company received the proceeds of $1,641K (plus GST) after the reporting date on 9 January 2023.

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 20.

3   Refer to note 2.1 of the financial statements.
4   HY2023 Gain on sale of assets included a gain on the sale of the trail book of $1.579 million as disclosed in note 6.2.
5   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 4D                                                                   THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                          AND CONTROLLED ENTITIES
31 December 2022                                                                                                  ABN 52 118 913 232

Directors' report

2.6. Future Developments, Prospects, and Business Strategies
     The Group continues to focus on growth opportunities and attracting real estate agents to its contemporary direct
     engagement business model. By contracting directly with agents, the Group removes the ‘middle layer’ which has created
     a more responsive, efficient and effective model for our agents as the agents 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 return to simplify their business which aligns with the strengths of our business model.
     The Group 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 2022 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 directors made pursuant to section 306(3) of the
Corporations Act 2001 (Cth).

GEOFF LUCAS
Managing Director and CEO
Dated this Monday, 27 February 2023

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THE AGENCY GROUP AUSTRALIA LTD                                                            APPENDIX 4D
AND CONTROLLED ENTITIES                                                            Interim Financial Report
ABN 52 118 913 232                                                                       31 December 2022

                                    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 2022                                                                                                                  ABN 52 118 913 232

Condensed consolidated statement of profit or loss and other comprehensive income
for the half-year 31 December 2022
                                                                                                Note         6 months to            6 months to
                                                                                                            31 December            31 December
                                                                                                                   2022                    2021
                                                                                                                   $’000                  $’000
Continuing operations
Revenue                                                                                          1.1                  37,492                 35,478
Cost of sales                                                                                                      (25,286)               (22,822)

Gross profit                                                                                                          12,206                 12,656

Other income                                                                                     1.2                   1,934                   348

Administrative and other expenses                                                                                  (15,971)               (13,028)
Impairment losses recovered                                                                                                -                   400

(Loss) / profit before tax and finance costs                                                                          (1,831)                  376

Interest and finance costs                                                                                              (832)                  (405)
Embedded derivative non-cash financing gains                                                     2.1                    758                    427

(Loss) / profit before tax                                                                                            (1,905)                  398

Income tax benefit                                                                                                      (237)                  (850)

Net (loss) / profit for the half-year                                                                                 (1,668)                 1,248

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 half-year, net of tax                                                                   -                      -

Total comprehensive income attributable to members of the parent entity                                               (1,668)                 1,248

Earnings per share:                                                                                               ₵                      ₵
Basic earnings per share (cents per share)                                                                     (0.39)                  0.29
Diluted earnings per share (cents per share)                                                                   (0.39)                  0.29
                                                                                                                 138                   3,050
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 2022

Condensed consolidated statement of financial position
as at 31 December 2022
                                                                                             Note        31 December             30 June
                                                                                                                2022                2022
                                                                                                                $’000              $’000
Current assets
Cash and cash equivalents                                                                                        4,414             8,216
Trade and other receivables                                                                                     12,936            11,103
Other current assets                                                                                                907              497

Total current assets                                                                                            18,257            19,816

Non-current assets
Trade and other receivables                                                                                         164              145
Financial assets                                                                                                    921              836
Property, plant, and equipment                                                                                   2,025             1,936
Right of use assets                                                                                              4,011             3,605
Intangible assets                                                                             4.1               26,365            21,315

Total non-current assets                                                                                        33,486            27,837

Total assets                                                                                                    51,743            47,653

Current liabilities
Trade and other payables                                                                                        15,812            14,918
Borrowings                                                                                   3.1.1                     -           5,000
Financial liabilities                                                                        3.2.1                     -           4,021
Provisions                                                                                                       2,672             2,472
Leases                                                                                                           1,963             1,836

Total current liabilities                                                                                       20,447            28,247

Non-current liabilities
Borrowings                                                                                   3.1.2               8,400                  -
Financial liabilities                                                                        3.2.2               3,485                  -
Provisions                                                                                                          437              221
Leases                                                                                                           2,738             2,555
Deferred tax liabilities                                                                                         1,244               230

Total non-current liabilities                                                                                   16,304             3,006

Total liabilities                                                                                               36,751            31,253

Net assets                                                                                                      14,992            16,400

Equity                                                                                                                 -                -
Issued capital                                                                               5.1.1              43,635            43,635
Reserves                                                                                      5.4                   830              890
Accumulated losses                                                                                             (29,473)          (28,125)

Total equity                                                                                                    14,992            16,400
                                                                                                                  (2,190)          (8,431)
                                                                                                                (10,129)           (4,685)
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 2022                                                                                                          ABN 52 118 913 232

Condensed consolidated statement of changes in equity
for the half-year 31 December 2022
                                                                Note                                           Share-based
                                                                         Contributed       Accumulated            payment               Total
                                                                              equity            Losses             Reserve             equity
                                                                                 $’000             $’000              $’000             $’000

Balance at 1 July 2021                                                         43,635            (30,570)             1,072           14,137
Profit for the half-year attributable to owners of the parent                         -            1,248                  -             1,248
Other comprehensive income for the half-year attributable
owners of the parent                                                                  -                  -                -                    -
Total comprehensive income for the half-year attributable
owners of the parent                                                                  -            1,248                  -             1,248

Transaction with owners, directly in equity
Options granted during the half-year                            10.1                  -                  -             382                382

Balance at 31 December 2021                                                    43,635            (29,322)             1,454           15,767

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

Total comprehensive income for the half-year attributable
owners of the parent                                                                  -            (1,668)                -            (1,668)

Transaction with owners, directly in equity
Share-based payments granted during the half-year               10.1                  -                  -             260                260
Transfers to / from reserves                                                          -               320             (320)                    -

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

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 2022

Condensed consolidated statement of cash flows
for the half-year 31 December 2022
                                                                                           Note        6 months to          6 months to
                                                                                                      31 December          31 December
                                                                                                             2022                  2021
                                                                                                             $’000                $’000
Cash flows from operating activities
Receipts from customers                                                                                        41,686            37,762
Payments to suppliers and employees                                                                            (41,917)         (34,091)
Interest received                                                                                                  47                 3
Finance costs                                                                                                    (413)             (311)

Net cash (used in) / provided by operating activities                                                            (597)            3,363

Cash flows from investing activities
Purchase of property, plant, and equipment                                                                       (352)             (400)
Deposit for bank guarantees                                                                                        (40)             (26)
Purchase of intangibles                                                                                          (542)             (112)
Loans to other entities                                                                                            (64)            (670)
Net cash flow on disposal of an asset group                                                                        (39)               -
Payment for acquisition of subsidiary, net of cash acquired                                6.1.3                (4,365)               -

Net cash used in investing activities                                                                           (5,402)          (1,208)

Cash flows from financing activities
Proceeds from borrowings                                                                                        3,400                 -
Payment of principal portion of lease liabilities                                                               (1,203)            (987)

Net cash provided by / (used in) financing activities                                                           2,197              (987)

Net (decrease)/increase in cash and cash equivalents held                                                       (3,802)           1,168
Cash and cash equivalents at the beginning of the half-year                                                     8,216             5,096

Cash and cash equivalents at the end of the half-year                                                           4,414             6,264

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 2022                                                                                                                                                  ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

In preparing the December 2022 Interim Financial Report, The Agency Group Australia Ltd has grouped into sections under the
same key categories as used in the June 2022 Annual Report:
◼   Section A: How the numbers are calculated .............................................................................................................................13

◼   Section B: Group structure ........................................................................................................................................................19

◼   Section C: Unrecognised items ..................................................................................................................................................20

◼   Section D: Other Information ....................................................................................................................................................21
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.
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.
Change in Presentation
During the 2022 financial year the Group changed the presentation of the statement of profit and loss to classify expenses based
on their function. This change has not affected reported profit or loss and is a change in presentation only. In accordance with
accounting standards, the Group will continue to report expenditure classified by nature in the notes to the consolidated financial
statements, as disclosed in the 2022 Annual Report. Comparative information has been updated to reflect this change.

                                                                                                                                                                     P a g e | 12

THE AGENCY GROUP AUSTRALIA LTD                                                                                APPENDIX 4D
AND CONTROLLED ENTITIES                                                                               Interim Financial Report
ABN 52 118 913 232                                                                                          31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

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                                            Note        6 months to        6 months to
                                                                                              31 December        31 December
                                                                                                      2022               2021
                                                                                                     $’000              $’000

1.1     Revenue
        Residential Sales commissions                                                               30,649              29,642
        Mortgage and Settlement revenue                                                              2,271               2,535
        Property Management revenue:       Management fees                                           3,508               2,508
                                           Other                                                     1,064                 793

                                                                                   1.1.1            37,492              35,478

1.1.1   During the half-year to 31 December 2022 the acquisition of Bushby & Co. Pty Ltd, as disclose in note 6.1, contributed an
        additional revenue as follows: Residential Sales commissions: $533K; Property Management revenue: Management fees
        $747K; and Property Management revenue: Other: $117K.

1.2     Other Income                                                                           6 months to        6 months to
                                                                                              31 December        31 December
                                                                                                     2022                2021
                                                                                                    $’000               $’000
        Interest income                                                                                  47                  3
        Gain on sale of trail book                                                  6.2              1,579                    -
        Gain on exit of lease                                                                            11                   -
        Other income                                                                                   297                 345

                                                                                                     1,934                 348

Note 2         Expenses                                                            Note       6 months to         6 months to
                                                                                             31 December         31 December
                                                                                                    2022                2021
                                                                                                    $’000               $’000

2.1     Embedded derivative non-cash financing (gains)/costs:
        ◼    Embedded Derivative – Finance cost                                                      1,570                 318
        ◼    Embedded Derivative – Fair value adjustment                                            (2,328)               (745)

                                                                                                      (758)               (427)

P a g e | 13

APPENDIX 4D                                                                        THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                             AND CONTROLLED ENTITIES
31 December 2022                                                                                                     ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 3        Financial assets and financial liabilities

3.1     Borrowings                                                                       Note    31 December                30 June
                                                                                                        2022                  2022
                                                                                                        $’000                 $’000
3.1.1   Current
        Bank loans                                                                       3.1.3                -               5,000

                                                                                                              -               5,000
3.1.2   Non-current
        Bank loans                                                                       3.1.3           8,400                     -

                                                                                                         8,400                     -

3.1.3   On 25 July 2022 the Company announced that it entered into an Amendment Deed in respect of its primary secured debt
        facility (the Facility) with Macquarie Bank Limited (MBL). Pursuant to the terms of the Amendment Deed the Facility has
        been amended to (of which the conditions were met):
        ◼   Facility                          Increased to $8,400K ($3,400K to assist in funding the Bushby & Co acquisition).
        ◼   Term                              3 years, expiring on 20 July 2025.
        ◼   Interest Rate                     To remain at 3.75% p.a. + 30-day BBSW.
        ◼   Establishment / Extension Fee     1.5% of total limits paid on settlement.
        ◼   Financial Covenants               MBL loan to rent roll valuation ratio: 40% and Cash Interest Cover > 3.0x.
        ◼   Permitted Distributions           Cash payment of interest on the Peters Investments Convertible Notes (quarterly),
                                              following evidence of covenant compliance.
        ◼   Permitted Acquisitions            Up to $500K per acquisition and no more than $1,000K in any 12-month period.

3.1.4   Part sale of trail asset/waiver of covenant
        Prior to the end of the reporting period, concurrently with the approval of the part sale of the Westvalley Corporation
        Pty Ltd trail asset (refer note 6.2), MBL has provided a covenant waiver in relation to the interest cover ratio (ICR) for the
        period December 2022 quarter end. It has also confirmed this will be waived for the March 2023 quarter as part of the
        normal quarterly reporting period.
        Post the reporting period the Company received the proceeds from the part sale of trail asset. As part of the approval of
        the sale and waiver conditions, the Company delivered a duly executed deposit account agreement and transferred $650K
        into the nominated deposit account to cover 12-months’ interest costs, but was not required to reduce any of its existing
        debt from the proceeds of the sale.

                                                                                                                        P a g e | 14

THE AGENCY GROUP AUSTRALIA LTD                                                                                     APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                   Interim Financial Report
ABN 52 118 913 232                                                                                              31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 3         Financial assets and financial liabilities (cont.)

3.2     Financial liabilities                                                          Note       31 December               30 June
                                                                                                          2022                 2022
                                                                                                         $’000                $’000
3.2.1   Current
        Convertible note:                                                          3.2.3,3.2.4
        ◼    Debt component                                                                                    -               2,039
        ◼    Derivative financial liability conversion option                                                  -               1,982

                                                                                                               -               4,021
3.2.2   Non-current
        Convertible note:                                                          3.2.3,3.2.4
        ◼    Debt component                                                                               1,131                     -
        ◼    Derivative financial liability conversion option                                             2,354                     -

                                                                                                          3,485                     -
3.2.3   Reconciliation of convertible notes
        Opening balance:
        ◼    Debt component                                                                               2,039                  895
        ◼    Derivative financial liability conversion option                                             1,982                3,988
                                                                                                          4,021                4,883
        ◼    Interest charged                                                                             1,792                1,144
        ◼    Fair value movement: Derecognition                                                          (1,278)                    -
                                     Fair value changes                                                  (1,050)               (2,006)

        Carrying value of liabilities at reporting date                                                   3,485                4,021

3.2.4   On 5 January 2021, the Company issued 5,000,000 convertible notes to Peters Investments Pty Ltd (the Noteholder) to raise
        $5,000,000.
        ◼    Interest rate           higher of 8% per annum and the interest rate on the Macquarie Bank Limited (MBL) loan
        ◼    Facilitation fee        3% fee equalling $150,000 which is capitalised and added to the face value of the note.
        ◼    Security                Second security ranking behind MBL.
        ◼    Options                 12,000,000 Options (exercised at the $0.027 on 28 January 2021).
        ◼    Term/Maturity Date      On 22 July 2022 (and approved at the Company’s AGM on 18 November 2022), the Company
                                     signed a Deed of Variation to Convertible Note Agreement, to extend the terms of the
                                     convertible note to 22 January 2026.
                                     Unless converted to shares, the notes will be repaid in cash on the earlier of 22 January 2026 or
                                     when all amounts owing by the Company to MBL have been repaid.
        ◼    Conversion              At the Noteholders election the notes can be converted into shares in the Company at the lower
                                     of $0.027 per share and the issue price of shares offered under any subsequent capital raising
                                     completed by the Company to raise over $1,000,000 on or before maturity date.
        ◼    Other Conditions        The Noteholder will have the first right of refusal to replace the MBL loan on commercial terms
                                     and conditions to be reasonably agreed between the Noteholder and The Agency.

        With the extension of the convertible note from 31 March 2023 to 22 January 2026 agreed at the Company annual general
        meeting on 18 November 2022, this resulted in a substantial modification of the existing convertible note. The existing
        embedded derivative was derecognised resulting in a gain to the profit and loss of $1,278K. A new embedded derivative
        liability was recognised at its fair value and included as a transaction cost of the deemed new convertible loan, which will be
        amortised over the new terms of the note.
        The transaction costs previously capitalised on the derecognised convertible note and not yet amortised, amounting to
        $873K, was accelerated to the end of the term and realised through profit or loss.

P a g e | 15

APPENDIX 4D                                                                     THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                            AND CONTROLLED ENTITIES
31 December 2022                                                                                                    ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 4       Non-financial assets and financial liabilities

4.1     Intangible assets                                                                       31 December                30 June
                                                                                                       2022                   2022
                                                                                                       $’000                 $’000

        Goodwill                                                                     6.1.2             12,383              10,704

                                                                                                       12,383              10,704

        Rent roll and trail book                                                     4.1.1             25,968              21,135
        Accumulated amortisation                                                                      (12,719)             (11,022)

                                                                                                       13,249              10,113

        Others                                                                                            895                  611
        Accumulated amortisation and impairment                                                          (162)                (113)

                                                                                                          733                  498

        Total intangibles                                                                              26,365              21,315

4.1.1   Included in the 31 December 2022 Rent roll and trail book assets are additions of $4,910K related to the acquisition of
        Bushby & Co. Pty Ltd and $210K in relation to the purchase of an additional Perth-based rent roll during the period.
        Further to this, the Group sold a portion of its Westvalley Corporation Pty Ltd trail asset with a carrying value of $80K at
        the time of sale.
4.1.2   Key estimates and Critical Judgements– Impairment of intangibles
        a. Impairment of goodwill and rent roll
           Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash generating units
           (CGU) to which goodwill has been allocated. The value-in-use calculation requires management to estimate the
           future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.
           Where the actual future cash flows are less than expected, an impairment loss may arise.
            Included within the Top Level CGU (acquired in 2019) is a rent roll asset of $8,449K (30 June 2022: $10,013K). This
            same CGU also included goodwill of $10,658K, relating to sales (30 June 2022: $10,658K).
            For the rent roll assets, the recoverable amounts of these CGU's are derived from market transactional evidence in
            relation to their fair value. Management have determined that a multiple of 3.8 for residential property and 2.75 for
            commercial property for the Top Level CGU (based on an independent expert opinion), multiplied by the annual rent
            roll income is an appropriate measure of the fair value of the rent roll assets. Fair value less cost to sell of the CGU
            was classified on a level 2 basis. No impairment resulted.
            Management performed a goodwill impairment test of the Top Level Real Estate Sales CGU taking a conservative
            approach in preparing its value in use calculation in light of market uncertainty resulting from increases in interest
            rates to curb inflationary pressures. Management applied a discount rate of 15.5% resulting in no impairment loss
            for December 2022 (June 2022: 15.5%). To evaluate the recoverable amount of the CGU, a terminal value has been
            assumed after the fifth year and includes a growth rate in the cash flow of 0% into perpetuity (June 2022:0%). The
            discount rates used reflects the risks specific to the CGU.
            The Group has also conducted a sensitivity analysis on the impairment test of the CGU. This was based on changes
            to key assumptions that are considered by management to be reasonably possible. This included up to a 4% increase
            in the discount rate, and a 4% reduction in the long-term growth rate. The sensitivity test shows that no impairment
            would arise under each scenario.

                                                                                                                       P a g e | 16

THE AGENCY GROUP AUSTRALIA LTD                                                                     APPENDIX 4D
AND CONTROLLED ENTITIES                                                                    Interim Financial Report
ABN 52 118 913 232                                                                               31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 5         Equity

5.1     Issued capital                      Note     31 December         30 June    31 December           30 June
                                                            2022           2022             2022             2022
                                                              No.             No.          $’000            $’000

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

                                                      6 months to                    6 months to
                                                     31 December    12 months to    31 December      12 months to
                                                            2022    30 June 2022            2022     30 June 2022
5.1.1   Ordinary shares                                       No.             No.          $’000            $’000

        At the beginning of the period               428,575,921    428,575,916          43,635            43,635

        Shares issued during the period:
        ◼ Conversion of cancelled                              -               5               -                -
            performance shares

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

5.2     Performance equity                  Note     31 December         30 June    31 December           30 June
                                                            2022           2022             2022             2022
                                                              No.             No.          $’000            $’000

Performance equity                                    11,000,000      11,000,000            244              111

                                                      6 months to                    6 months to
                                                     31 December    12 months to    31 December      12 months to
                                                            2022    30 June 2022            2022     30 June 2022
5.2.1   Performance equity movement                           No.             No.          $’000            $’000

        At the beginning of the period                11,000,000       1,555,558            111                 -

        Performance equity changes during
        the period:
        ◼ Conversion of cancelled                              -      (1,555,558)              -                -
            performance shares
        ◼ Issue of performance rights       10.2.1             -      11,000,000               -             111
        ◼ Amortisation of issued                               -               -            133                 -
            performance rights

        At reporting date                             11,000,000      11,000,000            244              111

P a g e | 17

APPENDIX 4D                                                             THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                AND CONTROLLED ENTITIES
31 December 2022                                                                                    ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 5          Equity (cont.)

5.3      Options                              Note   31 December          30 June    31 December           30 June
                                                            2022            2022             2022             2022
                                                              No.              No.          $’000            $’000

Options                                               20,000,000      30,000,000             586               779

                                                      6 months to                     6 months to
                                                     31 December     12 months to    31 December    12 months to
                                                            2022     30 June 2022            2022   30 June 2022
5.3.1    Options equity movement                              No.              No.          $’000          $’000

         At the beginning of the period               30,000,000         333,333             779             1,072

         Options changes during the period:
         ◼ Granted to CEO in accordance       10.3              -     30,000,000                -              564
            with employment agreements
         ◼ Amortisation of granted                              -               -            127                  -
            options
         ◼ Expiry of options                          (10,000,000)       (333,333)          (320)               (17)
         ◼ Expired legacy option values                         -               -               -             (840)

         At reporting date                            20,000,000      30,000,000             586               779

5.4      Reserves                                                            Note    31 December           30 June
                                                                                             2022             2022
                                                                                            $’000            $’000

Share-based payment reserve:                                                                    -                  -

◼     Performance rights                                                      5.2            244               111
◼     Options                                                                 5.3            586               779

                                                                                             830               890

                                                                                                       P a g e | 18

THE AGENCY GROUP AUSTRALIA LTD                                                                                        APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                      Interim Financial Report
ABN 52 118 913 232                                                                                                 31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

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, including information in respect to:
(a) changes to the structure that occurred during the period as a result of business combinations and the disposal of a businesses;
(b) transactions with non-controlling interests; and
(c) interests in joint operations.

Note 6         Business combinations
6.1     Acquisition of Bushby & Co Pty Ltd
        On 22 July 2022, the Company completed a share sale and purchase agreement (SPA) with the owners of Bushby & Co.
        Pty Ltd (Bushby & Co) pursuant to which The Agency acquired all the issued share capital of Bushby & Co. The acquisition
        has been provisionally accounted for.

6.1.1   Consideration
        The consideration for the acquisition will be funded via a financing facility with the Company’s primary funder Macquarie
        Bank and out of existing cash reserves. The consideration for the Acquisition consists of:
        a. a cash deposit of $210K which was paid on the date of the SPA, followed by a cash payment of $4,190K at completion,
           and a cash payment of $400K which consists of a retention payment payable by The Agency, 90 days after the
           completion date subject to a retention adjustment;
        b. any management fee uplift in relation to rent roll properties, which (if payable) will be paid by The Agency six months
           after the completion date;
        c. any incentive payments, which (if payable) will be paid by The Agency in the first two years following completion; and
        d. any exchanged contract commissions in relation to pre-completion property contracts commission, which (if payable)
           will be paid by The Agency at the end of each calendar month.

6.1.2   Purchase consideration and fair value of net assets acquired:
        a. Consideration                                                                                     Note             $’000
             Cash payment, net of cash acquired                                                              6.1.1a           4,400
             Retention amount                                                                                6.1.1a             312
             Management fee uplift, net of adjustments                                                       6.1.1b             120
             Deferred incentive consideration                                                                6.1.1c             298

                                                                                                                              5,130

        b. The provisionally determined fair values of the assets and liabilities of Bushby & Co as at the                Fair Value
           date of acquisition are as follows:                                                                                 $’000

             Cash                                                                                                               541
             Trade and other receivables                                                                                        160
             Other current assets                                                                                                41
             Property, plant, and equipment                                                                                     133
             Intangible assets - Rent roll and trail book                                                                     4,910
             Trade and other payables                                                                                          (625)
             Net deferred tax liabilities acquired                                                                           (1,252)
             Provisions                                                                                                        (457)

             Fair value of assets and liabilities acquired                                                                    3,451

             Add: Goodwill                                                                                                    1,679

             Net assets acquired                                                                                              5,130

P a g e | 19

APPENDIX 4D                                                                      THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                             AND CONTROLLED ENTITIES
31 December 2022                                                                                                    ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 6          Business combinations (cont.)
6.1     Acquisition of Bushby & Co Pty Ltd (cont.)
6.1.3   Net cash outflow arising on acquisition:                                                          Note               $’000
        Consideration                                                                                    6.1.2a              5,130
        Acquisition costs                                                                                                       74
        Less:    Deferred consideration                                                                  6.1.2a               (298)
                 Balances acquired                                                                       6.1.2b               (541)

                                                                                                                             4,365

6.1.4   During the half-year to 31 December 2022 the acquisition of Bushby & Co. Pty Ltd, contributed $1,683K to total
        expenditure, including $1,022K to total salaries and employment costs.

6.2     Westvalley Corporation Pty Ltd – Part Sale of Trail Asset
        On 5 December 2022 the Group sold a portion of its trail asset (consisting of the trail book, the client list, and database),
        which was at that date held by its 100% subsidiary Westvalley Corporation Pty Ltd, resulting in a profit on sale of $1,579K
        The proceeds of $1,641K (plus GST) were received on 9 January 2023, after the reporting date.

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 2022 (30 June 2022: Nil).

Note 8          Contingent liabilities
There are no contingent liabilities as at 31 December 2022.

Note 9          Events subsequent to reporting date
Other than the following, 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.

9.1     Part sale of trail asset/waiver of covenant
        Post the reporting period the Company received the proceeds from the part sale of trail asset (as per note 6.2). As part
        of the waiver conditions, the Company delivered a duly executed deposit account agreement and transferred $650K into
        the nominated deposit account to cover 12-months’ interest costs.

                                                                                                                       P a g e | 20

THE AGENCY GROUP AUSTRALIA LTD                                                                                   APPENDIX 4D
AND CONTROLLED ENTITIES                                                                              Interim Financial Report
ABN 52 118 913 232                                                                                         31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

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
                                                                                                    2022                 2021
                                                                                                        $                    $
10.1    Share-based payments:
        ◼    Recognised in profit and loss:
              Share-based payment expense – Performance rights                                   132,959                      -
              Share-based payment expense – Options                                              126,657                381,751

        Gross share-based payments                                                                259,616                381,751

10.2    Share-based payment arrangements in effect during the period
10.2.1 Issued during the current half-year
       Nil

10.3    Movement in Company options share-based payment arrangements during the period
        A summary of the movements of all Company options issued as share-based payments is as follows:
                                                               6 months to                            12 months to
                                                            31 December 2022                          30 June 2022
                                                                       $                                     $
                                                      Number of        Weighted Average      Number of       Weighted Average
                                                       Options          Exercise Price        Options         Exercise Price
        Outstanding at the beginning of the
                                                        30,000,000         $0.075              30,333,333          $0.077
        period
        ◼ Granted                                                  -        -                            -           -
        ◼ Exercised                                                -        -                            -           -
        ◼ Expired                                       (10,000,000)       $0.050                (333,333)         $0.300

        Outstanding at the end of the period            20,000,000         $0.088              30,000,000          $0.075

        Exercisable at the end of the period            10,000,000         $0.075              10,000,000          $0.050

        a. The weighted average remaining contractual life of options outstanding at half-year end was 1.25 years (30 June 2022:
           1.25 years).

        b. The fair value of the options granted to employees is deemed to represent the value of the employee services received
           over the vesting period.

P a g e | 21

APPENDIX 4D                                                                    THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                         AND CONTROLLED ENTITIES
31 December 2022                                                                                                 ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 11         Operating segments

11.1     Segment Financial Performance
                                                       Real Estate    Mortgage         Total
                                                         Property    Origination   Reportable          Other
                                                         Services       Services    Segments        Segments                Total
31 December 2022                                             $’000         $’000       $’000           $’000                $’000
Revenue
◼ External revenues                                        36,224         1,254       37,478              14               37,492
◼ Inter-segment revenues                                        -             -            -               -                    -

Total segment revenue                                      36,224         1,254       37,478              14               37,492
Reconciliation of segment revenue to Group revenue:
◼ Eliminations                                                                                                                   -

Total group revenue and other income                                                                        _              37,492

Segment earnings before interest, tax, depreciation,
and amortisation (EBITDA)                                   4,717           104        4,821                -               4,821
◼ Unallocated corporate costs                                                                                              (4,683)

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

Loss before income tax                                                                                      _              (1,905)

31 December 2021
Revenue
◼ External revenues                                        33,771         1,706       35,477                1              35,478
◼ Inter-segment revenues                                        -             -            -                -                   -

Total segment revenue                                      33,771         1,706       35,477                1              35,478
Reconciliation of segment revenue to Group revenue:
◼ Eliminations                                                                                                                   -

Total group revenue and other income                                                                        _              35,478

Segment earnings before interest, tax, depreciation,
and amortisation (EBITDA)                                   5,404           442        5,846             121                5,967
◼ Unallocated corporate costs                                                                                              (2,917)

EBITDA                                                                                                      _               3,050
Reconciliation of segment loss to Group profit:
(iii) Allocated items:
      ◼ Depreciation and amortisation                      (2,537)          (21)       (2,558)          (137)              (2,695)
      ◼ Net finance costs                                    (249)            5          (244)          (476)                (720)
(iv) Unallocated items:
      ◼ Impairment reversal                                      -             -            -            400                  400
      ◼ Fair value adjustments                                   -             -            -            745                  745
      ◼ Share-based payments                                     -             -            -           (382)                (382)

Profit before income tax                                                                                   _                  398

                                                                                                                    P a g e | 22

THE AGENCY GROUP AUSTRALIA LTD                                                                                    APPENDIX 4D
AND CONTROLLED ENTITIES                                                                                  Interim Financial Report
ABN 52 118 913 232                                                                                             31 December 2022

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 12        Statement of significant accounting policies

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

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 2022, 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 27 February 2023 by 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 $1,668K (31 December 2021: $1,248K profit) and a net cash out-flow from
        operating activities of $597K (31 December 2021: $3,363K in-flow). Included in loss for during the half-year was embedded
        derivative non-cash financing gains ($758K), gain on sale of assets ($1,590K), interest and finance costs ($832K), and
        depreciation and amortisation ($3,196K).
        As at 31 December 2022, the Company had a working capital deficit of $2,190K (30 June 2022: $8,431K working capital
        deficit). The Directors have prepared a cash flow forecast, which indicates that the Group will have sufficient cash flows to
        meet commitments and working capital requirements for the 12-month period from the date of signing this financial report.
        The ability of the Group to continue as a going concern is principally dependent on the following:
        ◼    The Group continuing to generate cash flows from operations; and
        ◼    The Group not breaching the terms of its borrowing facilities.
        As disclosed in notes 3.1.4 and 9.1, MBL agreed to conditionally waive the December 2022 quarter end covenant testing
        in respect to the interest cover ratio. The Company has had extensive discussions with MBL who have confirmed approval
        has been obtained to waive the 31 March 2023 quarter covenant testing and will finalise the documentation within the
        next two weeks. The Directors are confident that MBL will continue to work with the Company over the next 12-month
        period and will have the continuing support of the bank.
        In addition to this, should the Company be required to refinance the facility or settle the loan over the next 12-month
        period, they are confident they would be able to seek alternative finance and / or consider further asset sales which
        could realise significant off-balance sheet value of its intangible assets. The Company has obtained recent valuations of
        the East Coast Rent Rolls and the Bushby Rent Rolls which indicates the market value of these assets are around $24,485K.
        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.

12.1.4 Comparative figures
       Where required by AASBs comparative figures have been adjusted to conform to changes in presentation for the current
       half-year.
        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.

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APPENDIX 4D                                                                  THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                                                                         AND CONTROLLED ENTITIES
31 December 2022                                                                                                ABN 52 118 913 232

Notes to the condensed consolidated financial statements
for the half-year 31 December 2022

Note 12      Statement of significant accounting policies

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.

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 2022

Directors' declaration

The Directors of the Company declare that:

1. The financial statements and notes, as set out on pages 8 to 24, are in accordance with the Corporations Act 2001 (Cth) and:

    (a) comply with Accounting Standard AASB 134 Interim Financial Reporting; and

    (b) give a true and fair view of the financial position as at 31 December 2022 and of the performance for the half-year ended
        on that date of the Company.

2. In the Directors' opinion 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 made in accordance with a resolution of the Board of Directors pursuant to s303(5) of the Corporations Act
2001 (Cth) and is signed for and on behalf of the Directors by:

GEOFF LUCAS
Managing Director and CEO
Dated this Monday, 27 February 2023

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APPENDIX 4D                           THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report                         AND CONTROLLED ENTITIES
31 December 2022                                            ABN 52 118 913 232

Independent auditor's review report

                                                               P a g e | 26

THE AGENCY GROUP AUSTRALIA LTD          APPENDIX 4D
AND CONTROLLED ENTITIES          Interim Financial Report
ABN 52 118 913 232                     31 December 2022

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