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Company registration number: 9425237
| UNAUDITED FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 30 JUNE 2025
| MOGO HOLDINGS LIMITED
MOGO HOLDINGS LIMITED |  |
COMPANY INFORMATION
Directors | Mr P V Boyle
| Mr J P Marmion
| Mr A R J Lloyd-Jones
| Mr J D Stephenson (appointed 23 April 2025)
| Mr J W P King (appointed 30 March 2026)
Company secretary | Pitsec Limited
Registered number | 9425237
Registered office | C/O Broadfield Law
| One Bartholomew Close
| Barts Square
| London
| EC1A 7BL
Accountants | Menzies LLP
| Chartered Accountants
| 95 Gresham Street
| London
| EC2V 7AB
MOGO HOLDINGS LIMITED |  |
CONTENTS
| Page
Statement of financial position | 1 - 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 9
MOGO HOLDINGS LIMITED REGISTERED NUMBER:9425237 |  |
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 4,387 |  | 5,880
Investments | 5 |  | 2,487,682 |  | 2,487,682
|  |  | 2,492,069 |  | 2,493,562
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 10,401,927 |  | 9,841,044 |
Cash at bank and in hand |  | 161,726 |  | 28,140 |
|  | 10,563,653 |  | 9,869,184 |
Creditors: amounts falling due within one year | 7 | (13,859,239) |  | (13,088,092) |
Net current liabilities |  |  | (3,295,586) |  | (3,218,908)
Total assets less current liabilities |  |  | (803,517) |  | (725,346)
Creditors: amounts falling due after more than one year | 8 |  | (1,631,543) |  | (852,904)
Net liabilities |  |  | (2,435,060) |  | (1,578,250)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 34,411 |  | 24,072
Share premium account |  |  | 7,567,908 |  | 7,061,249
Capital redemption reserve |  |  | 119 |  | 119
Other reserves |  |  | 219,042 |  | 219,042
Profit and loss account |  |  | (10,256,540) |  | (8,882,732)
|  |  | (2,435,060) |  | (1,578,250)
Page 1
MOGO HOLDINGS LIMITED REGISTERED NUMBER:9425237 |  |
STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr J D Stephenson
Director
Date: 8 July 2026
The notes on pages 4 to 9 form part of these financial statements. Page 2

MOGO HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 July 2023 | 9,928 | 6,368,204 | 119 | 219,042 | (7,536,606) | (939,313)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (1,346,126) | (1,346,126)
| Total comprehensive income for the year | - | - | - | - | (1,346,126) | (1,346,126)
| Contributions by and distributions to owners |  |  |  |  |  |
| Shares issued during the year | 14,144 | 693,045 | - | - | - | 707,189
| Total transactions with owners | 14,144 | 693,045 | - | - | - | 707,189
| At 1 July 2024 | 24,072 | 7,061,249 | 119 | 219,042 | (8,882,732) | (1,578,250)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (1,373,808) | (1,373,808)
| Total comprehensive income for the year | - | - | - | - | (1,373,808) | (1,373,808)
| Contributions by and distributions to owners |  |  |  |  |  |
| Shares issued during the year | 10,339 | 506,659 | - | - | - | 516,998
| Total transactions with owners | 10,339 | 506,659 | - | - | - | 516,998
| At 30 June 2025 | 34,411 | 7,567,908 | 119 | 219,042 | (10,256,540) | (2,435,060)
| The notes on pages 4 to 9 form part of these financial statements.
Page 3

MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Mogo Holdings Limited is a private Company limited by shares, incorporated in England and Wales under Companies Act 2006. The address of the registered office and registration number is given on the Company information page. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.3 | Inter-Company Balances
Included within debtors due within one year is an amount of £10,349,203 owed by a subsidiary Company (2024: £9,774,052). The Company remains in a net liability position and this is not expected to change in the near future. Despite the subsidiary lacking the cash or reserves to repay the debt, the directors consider the loan to be fully recoverable, as the subsidiary's future expected market value is forecast to exceed the combined investment and intercompany loan.
| 2.4 | Going concern
The Company and Group as a whole continues to be loss-making. However, following the restructuring of the business in February 2026, which included a reduction in staff numbers, the Company’s Australian subsidiary is forecast to be cash-flow neutral in late FY26/27. Since the end of the financial year the Company has been able to secure working capital injections from its two leading investors. Further, the Company expects to secure a larger investment from one of those investors that will provide the financial capacity to reach their targeted break-even point. It is on this basis, and on a review of the Group’s commercial pipeline, that the directors believe that the Company remains a going concern. As such, the financial statements have been prepared on this basis. Page 4
MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.7 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
| 2.8 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining anycontributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair valueof goods and services received. Page 5
MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 6
MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.11 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 3 years
|  |  |  | Computer equipment | - | 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Convertible debt
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately at the reporting date. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate. Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.
3. | Employees
| The average monthly number of employees, including directors, during the year was 1 (2024 - 1).
Page 7
MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Tangible fixed assets
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 July 2024 | 1,001 | 11,120 | 12,121
| At 30 June 2025 | 1,001 | 11,120 | 12,121
| Depreciation |  |  |
| At 1 July 2024 | 593 | 5,648 | 6,241
| Charge for the year on owned assets | 102 | 1,391 | 1,493
| At 30 June 2025 | 695 | 7,039 | 7,734
| Net book value |  |  |
| At 30 June 2025 | 306 | 4,081 | 4,387
| At 30 June 2024 | 408 | 5,472 | 5,880
5. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 July 2024 | 2,487,682
| At 30 June 2025 | 2,487,682
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 10,349,203 | 9,774,052
| Other debtors | 9,694 | 24,685
| Prepayments and accrued income | 43,030 | 42,307
|  | 10,401,927 | 9,841,044
Page 8
MOGO HOLDINGS LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 7,986,024 | 7,921,024
| Trade creditors | 222,111 | 207,746
| Other taxation and social security | 32,978 | 52,872
| Other creditors | 66,716 | 246,716
| Accruals and deferred income | 946,657 | 899,749
| Interest accruals | 4,604,753 | 3,759,985
|  | 13,859,239 | 13,088,092
| The following liabilities were secured:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 7,344,077 | 6,885,151
|  | 7,344,077 | 6,885,151
| Details of security provided:
The above loans are secured by fixed and floating charges against all assets of the entity.
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 881,543 | 852,904
| Preference share capital treated as debt | 2,326 | -
| Preference share premium treated as debt | 747,674 | -
|  | 1,631,543 | 852,904
9. | Additional transactions with directors
Included in other creditors within one year is £65,000 (2024: £95,000) owed to directors of the Company. Also included in other creditors is an amount of £49,997 (2024: £52,522) relating to the interest accrued in respect of the outstanding loan balance. Interest was accrued at 10% on £65,000 of the loans provided.
Page 9