The deal in brief

Fintel (LSE:FNTL) announced on 23 October 2026 that it had acquired the remaining shares in Mortgage Brain Holdings that it did not already own, for £38.4 million. On the same morning it set out board changes, including the appointment of Phil Smith as executive chairman to lead the integration.

The rationale given is to deepen Fintel's Software and Data division in mortgage technology. Mortgage Brain provides sourcing, lending criteria, affordability, customer relationship management and application submission tools used by mortgage intermediaries.

About the company

Fintel, formerly SimplyBiz Group, is based in Huddersfield and serves UK financial advisers, mortgage Brokers and product providers. Its model relies on member firms that pay for compliance support, software and data, and on product providers that pay for distribution and data services. The company reports two divisions, Software and Data, and Services.

Who Fintel is

Fintel, formerly SimplyBiz Group and based in Huddersfield, supplies compliance services, software and data to UK financial advisers, mortgage brokers and product providers. It now reports two divisions, Software and Data, and Services. Its income combines subscription-style fees from member firms with software licences and data and distribution Revenue from product providers. In April 2026 it announced a strategic portfolio simplification alongside a Capital Markets event, and the Mortgage Brain purchase adds to its software side.

The numbers disclosed

LSE:FNTL said Mortgage Brain was projected to generate about £12 million of revenue and £3.8 million of EBITDA by 2027, and expected the deal to enhance Earnings in FY27.

For scale, Fintel's half-year results for the six months to 30 June 2026, published on 15 September, showed revenue from continuing operations up 5.3% to £38.6 million and adjusted EBITDA up 16.6% to £12.4 million. Organic revenue grew 2.0%. Software and Data revenue rose 9.6% to £20.2 million, while Services edged up 1.1% to £18.5 million. Current trading was described as in line with board expectations. On those figures, Mortgage Brain's projected 2027 revenue would be equivalent to more than half of Software and Data's first-half revenue, though the periods are not directly comparable.

Leadership changes tied to the deal

Phil Smith is expected to serve as executive chairman for 12 to 18 months, initially four days a week, overseeing integration and wider transformation. Chief executive Matt Timmins will concentrate on market opportunities and the enterprise sales pipeline. Finance director David Thompson becomes chief financial and operating officer, adding responsibility for technology, HR and legal. The board will have three executive and three non-executive directors, and the company is seeking a further independent non-executive.

Appointing a dedicated executive chairman signals that management sees integration as a substantial task. It also moves the board further from the usual governance preference for an independent chair, which the planned extra non-executive appointment may partly address.

Risks and limitations

Integration of software platforms and customer contracts can take longer and cost more than planned, and key staff may leave. The UK mortgage market is cyclical and sensitive to interest rates, so transaction volumes and broker activity affect demand. The projections are management's, not audited results, and the absence of funding detail leaves the balance-sheet impact unclear.

How the Mortgage Brain price compares

A price of £38.4 million for the remaining shares, against projected 2027 EBITDA of £3.8 million, equates to about ten times that figure. The projection is for 2027 and is management's own, so the multiple depends on the Business reaching that level. Revenue of about £12 million with EBITDA of £3.8 million implies a Margin of roughly 32%, which is notably higher than Fintel's own adjusted EBITDA margin of about 32% in the first half, calculated from £12.4 million on £38.6 million. The two margins are therefore similar, and the Acquisition would not alter the group's profile much if the projections are met.

The statement that the deal should enhance earnings in FY27 means the contribution after financing and integration costs is expected to be positive in that year.

What Software and Data does

The Software and Data division grew revenue 9.6% to £20.2 million in the half, faster than the 1.1% growth in Services at £18.5 million. Mortgage Brain adds tools covering sourcing, criteria, affordability, customer relationship management and application submission, which are used throughout a broker's workflow. Software embedded in daily processes is typically harder for customers to replace, which supports recurring revenue.

Group organic revenue growth of 2.0% against reported growth of 5.3% shows that acquisitions and other effects accounted for a large part of the increase, which gives context for the purchase as a route to growth.

Governance and the new board structure

The new board will have three executive and three non-executive directors. That is an even split, and it differs from the usual preference for a majority of non-executives. Seeking a further independent non-executive would move the balance towards independent directors. The executive chairman will be present four days a week at first, which signals the amount of work expected in the initial period, and the 12 to 18 month term limits the time before the role reverts to a more conventional one.

Finance director David Thompson taking on technology, HR and legal responsibilities as chief financial and operating officer concentrates functions in one executive, which can speed decisions during integration but places heavy demands on a single person.

Context from April

The strategic portfolio simplification announced in April 2026 alongside the capital markets event set the direction towards fewer, more focused businesses. The Mortgage Brain acquisition fits with it as an addition to the core software side. The continuing operations basis in the half-year figures reflects that simplification.

Risks and what to watch

Acquired software businesses depend on keeping their customer base and key engineers through the change of ownership. Because Mortgage Brain serves mortgage intermediaries, its revenue is linked to the Volume of mortgage applications, which moves with interest rates and housing activity. A fall in lending would reduce Demand for sourcing and application tools, while a pick-up would raise it.

Fintel reports on a December year end, so the first full year including Mortgage Brain will be the year to December 2027, with part of the effect appearing in 2026 and 2027 as the integration progresses. Investors will compare Mortgage Brain's actual revenue and EBITDA with the projected figures of about £12 million and £3.8 million, and they will follow whether the changes to the board work as intended.

What to watch

LSE:FNTL's financial year ends on 31 December, so the next scheduled disclosures are likely to be a post-year-end trading update and full-year results, for which no dates have been given. Investors will look for confirmation of the consideration structure and funding, early integration costs, progress on the non-executive search and whether Mortgage Brain is tracking towards its projected 2027 contribution.