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REGISTERED NUMBER: 13616885 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

IEG GROUP LIMITED

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Consolidated Income Statement | 9 |

| Consolidated Other Comprehensive Income | 10 |

| Consolidated Balance Sheet | 11 |

| Company Balance Sheet | 12 |

| Consolidated Statement of Changes in Equity | 13 |

| Company Statement of Changes in Equity | 14 |

| Consolidated Cash Flow Statement | 15 |

| Notes to the Consolidated Cash Flow Statement | 16 |

| Notes to the Consolidated Financial Statements | 17 |

| IEG GROUP LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | Mr P P Tomlinson

| Mr J P Clarke

| Mr S J Wilkinson

| Mr S R Ferry

| Mr A G Fraser

| REGISTERED OFFICE: | Christian Douglass Accountants Limited

| 2 Jordan Street

| Knott Mill

| Manchester

| M15 4PY

| REGISTERED NUMBER: | 13616885 (England and Wales)

| AUDITORS: | Christian Douglass Accountants Limited

| Chartered Accountants

| Statutory Auditor

| 2 Jordan Street

| Knott Mill

| Manchester

| M15 4PY

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The Group provides cloud-based software solutions to customers across a range of sectors and continues to generate the majority of its revenue through recurring software subscription contracts.

During the year ended 31 December 2025, the Group delivered a strong financial performance, with revenue increasing from £6.0m to £7.9m and gross profit increasing from £5.2m to £6.6m. 2025 included a full year's trading for all group members and the growth achieved during the year was supported by continued customer retention, the acquisition of new customers and the expansion of services provided to existing customers. The business continued to benefit from increasing demand for digital solutions that improve operational efficiency, compliance and data visibility.

The Group maintained its focus on customer satisfaction, product innovation and operational efficiency. Investment continued in the Group's software platforms to enhance functionality, security and scalability, ensuring that the business remained well positioned to meet evolving customer requirements and sustain future growth.

At the year end, the Group reported a net liability position. This primarily reflects the capital structure established following the acquisition of the business by its private equity shareholder, under which loan notes were issued as part of the acquisition financing arrangements. The acquisition also gave rise to significant goodwill and intangible assets on consolidation. Over time, the carrying value of those assets reduces through amortisation, while the loan notes increase as interest accrues. As a result, the Group's net liabilities position does not, in the directors' view, fully reflect the underlying trading performance, cash generation and financial strength of the business.

The loan notes are not repayable in the ordinary course of business and are expected to be realised only as part of a future shareholder exit event. Accordingly, the Board assesses the Group's financial position principally by reference to its recurring revenue base, profitability, operating cash generation and available liquidity. During the year, the Group increased revenue to £7.9m and generated gross profit of £6.6m, supported by a substantial base of recurring subscription revenues. The Group continues to generate positive cash flows from operations and maintains sufficient cash resources to meet its obligations as they fall due. The directors are therefore satisfied that the Group has adequate financial resources to support its operations and future growth plans.

The directors continue to monitor market conditions and emerging opportunities within the sectors served by the Group. Based on the performance achieved during the year, the strength of the Group's customer relationships and its established market position, the directors remain confident in the Group's future prospects.

The directors consider the following key performance indicators to be relevant:

| 2025 |  |  | 2024 |  |

| £'000 |  |  | £'000 |  |

Turnover |  | 7,860 |  |  | 5,988 |  |

Gross profit |  | 6,577 |  |  | 5,212 |  |

Cash |  | 1,312 |  |  | 1,984 |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in competitive and evolving markets and is subject to a number of risks and uncertainties that could affect its future performance.

The Group's principal operational risk is the continued reliability, security and availability of its software platforms. This risk is managed through ongoing investment in technology, cybersecurity controls, monitoring and operational resilience.

The Group's future growth depends on its ability to retain existing customers and secure new customer relationships. The directors monitor customer satisfaction levels, market trends and competitive developments and continue to invest in product enhancement and customer support.

The Group's success also depends on attracting and retaining appropriately skilled employees. The Group seeks to mitigate this risk through competitive remuneration, employee development and a positive working environment.

The Group is exposed to financial risks including credit risk, liquidity risk and cash flow risk. These risks are managed through ongoing monitoring of customer receivables, maintenance of appropriate cash reserves and regular forecasting of funding requirements.

The directors regularly review the risks facing the business and believe that appropriate processes are in place to identify, monitor and manage those risks.

ON BEHALF OF THE BOARD:

Mr S R Ferry - Director

24 July 2026

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

RESEARCH AND DEVELOPMENT

Throughout the year, the Group continued to invest in research and development activities focused on enhancing its software platforms, expanding functionality and improving user experience. Development efforts were directed towards increasing the scalability, security and performance of the Group's technology solutions while addressing the evolving requirements of customers.

The directors believe that ongoing investment in research and development is essential to maintaining the Group's competitive position and supporting sustainable long-term growth. The Group therefore expects to continue investing in product innovation and technology development in future periods.

FUTURE DEVELOPMENTS

The directors intend to continue investing in the Group's software platforms, product development and customer support capabilities. The Group's strategy remains focused on growing recurring revenues, expanding its customer base and delivering innovative software solutions that meet evolving customer requirements.

The directors will continue to evaluate opportunities to strengthen the Group's market position, improve operational efficiency and support sustainable long-term growth. The directors believe that the Group is well positioned for continued growth in its target markets.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr P P Tomlinson

Mr J P Clarke

Mr S J Wilkinson

Mr S R Ferry

Mr A G Fraser

Other changes in directors holding office are as follows:

Mr T Darbyshire - resigned 31 December 2025

BRANCHES

Subsidiary company Sun Agile Software S.L. is based in Spain as described in note 14, being the only part of the group operating outside of the UK.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company and group's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial instruments and financial risk management.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Christian Douglass Accountants Limited, are deemed to be reappointed in accordance with section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr S R Ferry - Director

24 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IEG GROUP LIMITED

Opinion

We have audited the financial statements of IEG Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IEG GROUP LIMITED

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit, conducted in accordance with the ISAs (UK), required the exercise of professional judgment and the application of professional skepticism throughout. The audit was planned so as to identify and assess the risks of material misstatement of the financial statements, howsoever arising, and we subsequently designed and performed audit procedures responsive to those risks. We obtained an understanding of the company and group's systems of internal control, which management have established as described above, and undertook walkthrough testing to confirm their operation, solely to assist with designing audit procedures that are appropriate in the circumstances. We evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates used by management. We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business, if any. Further, we reviewed and concluded on the appropriateness of management's use of the going concern basis of accounting.

As a general commercial business, neither the company or group operate in a heavily regulated environment, however we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, through discussion with the directors and other management (as required by auditing standards), and from inspection of regulatory and legal correspondence and we discussed with the directors and other management, the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert for any indications of non-compliance throughout the audit.

The company and group are subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with the auditing standards. In addition, as with any audit, there remains a higher risk of non-detection of fraud based irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IEG GROUP LIMITED

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mrs Deborah Burton F.C.A. (Senior Statutory Auditor)

for and on behalf of Christian Douglass Accountants Limited

Chartered Accountants

Statutory Auditor

2 Jordan Street

Knott Mill

Manchester

M15 4PY

11 August 2026

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

TURNOVER | 3 | 7,860,561 |  | 5,988,201 |  |

Cost of sales | 1,283,153 |  | 776,687 |  |

GROSS PROFIT | 6,577,408 |  | 5,211,514 |  |

Administrative expenses | 7,126,936 |  | 5,768,550 |  |

(549,528 | ) | (557,036 | ) |

Other operating income | 4 | - |  | 7,834 |  |

OPERATING LOSS | 6 | (549,528 | ) | (549,202 | ) |

Interest receivable and similar income | 8 | 11,165 |  | 12,456 |  |

(538,363 | ) | (536,746 | ) |

Interest payable and similar expenses | 9 | 2,141,716 |  | 1,603,766 |  |

LOSS BEFORE TAXATION | (2,680,079 | ) | (2,140,512 | ) |

Tax on loss | 10 | 214,862 |  | (7,507 | ) |

LOSS FOR THE FINANCIAL YEAR | (2,894,941 | ) | (2,133,005 | ) |

Loss attributable to:

Owners of the parent | (2,894,941 | ) | (2,133,005 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

LOSS FOR THE YEAR | (2,894,941 | ) | (2,133,005 | ) |

OTHER COMPREHENSIVE INCOME |

Effect of foreign exchange | (17,572 | ) | - |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (17,572 | ) | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (2,912,513 | ) | (2,133,005 | ) |

Total comprehensive income attributable to:

Owners of the parent | (2,912,513 | ) | (2,133,005 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | 12,757,689 |  | 13,910,378 |  |

Tangible assets | 13 | 34,352 |  | 45,145 |  |

Investments | 14 | - |  | - |  |

12,792,041 |  | 13,955,523 |  |

CURRENT ASSETS

Debtors | 15 | 2,172,384 |  | 1,727,466 |  |

Cash at bank and in hand | 1,311,675 |  | 1,984,331 |  |

3,484,059 |  | 3,711,797 |  |

CREDITORS

Amounts falling due within one year | 16 | 5,157,564 |  | 5,089,702 |  |

NET CURRENT LIABILITIES | (1,673,505 | ) | (1,377,905 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 11,118,536 |  | 12,577,618 |  |

CREDITORS

Amounts falling due after more than one year | 17 | 20,090,871 |  | 18,637,440 |  |

NET LIABILITIES | (8,972,335 | ) | (6,059,822 | ) |

CAPITAL AND RESERVES

Called up share capital | 21 | 12,426 |  | 12,426 |  |

Share premium | 22 | 311,931 |  | 311,931 |  |

Retained earnings | 22 | (9,296,692 | ) | (6,384,179 | ) |

SHAREHOLDERS' FUNDS | (8,972,335 | ) | (6,059,822 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2026 and were signed on its behalf by:

Mr S R Ferry - Director

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

COMPANY BALANCE SHEET

31 DECEMBER 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | - |  | - |  |

Tangible assets | 13 | - |  | - |  |

Investments | 14 | 13,726,209 |  | 13,726,209 |  |

13,726,209 |  | 13,726,209 |  |

CURRENT ASSETS

Debtors | 15 | 1,158,811 |  | 1,151,656 |  |

Cash at bank | 34,828 |  | 117,743 |  |

1,193,639 |  | 1,269,399 |  |

CREDITORS

Amounts falling due within one year | 16 | 2,933,960 |  | 2,099,175 |  |

NET CURRENT LIABILITIES | (1,740,321 | ) | (829,776 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 11,985,888 |  | 12,896,433 |  |

CREDITORS

Amounts falling due after more than one year | 17 | 20,090,871 |  | 18,637,440 |  |

NET LIABILITIES | (8,104,983 | ) | (5,741,007 | ) |

CAPITAL AND RESERVES

Called up share capital | 21 | 12,426 |  | 12,426 |  |

Share premium | 22 | 311,931 |  | 311,931 |  |

Retained earnings | 22 | (8,429,340 | ) | (6,065,364 | ) |

SHAREHOLDERS' FUNDS | (8,104,983 | ) | (5,741,007 | ) |

Company's loss for the financial year | (2,363,976 | ) | (2,231,338 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2026 and were signed on its behalf by:

Mr S R Ferry - Director

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 12,001 |  | (4,184,536 | ) | 274,455 |  | (3,898,080 | ) |

Changes in equity

Issue of share capital | 425 |  | - |  | 37,476 |  | 37,901 |  |

Total comprehensive income | - |  | (2,199,643 | ) | - |  | (2,199,643 | ) |

Balance at 31 December 2024 | 12,426 |  | (6,384,179 | ) | 311,931 |  | (6,059,822 | ) |

Changes in equity

Total comprehensive income | - |  | (2,912,513 | ) | - |  | (2,912,513 | ) |

Balance at 31 December 2025 | 12,426 |  | (9,296,692 | ) | 311,931 |  | (8,972,335 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 12,001 |  | (3,767,388 | ) | 274,455 |  | (3,480,932 | ) |

Changes in equity

Issue of share capital | 425 |  | - |  | 37,476 |  | 37,901 |  |

Total comprehensive income | - |  | (2,297,976 | ) | - |  | (2,297,976 | ) |

Balance at 31 December 2024 | 12,426 |  | (6,065,364 | ) | 311,931 |  | (5,741,007 | ) |

Changes in equity

Total comprehensive income | - |  | (2,363,976 | ) | - |  | (2,363,976 | ) |

Balance at 31 December 2025 | 12,426 |  | (8,429,340 | ) | 311,931 |  | (8,104,983 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 848,780 |  | (663,029 | ) |

Interest paid | (157,604 | ) | (84,499 | ) |

Net cash from operating activities | 691,176 |  | (747,528 | ) |

Cash flows from investing activities

Purchase of intangible fixed assets | (874,841 | ) | (6,904,123 | ) |

Purchase of tangible fixed assets | (19,753 | ) | (1,150 | ) |

Sale of tangible fixed assets | 2,166 |  | - |  |

Interest received | 11,165 |  | 12,456 |  |

Net cash from investing activities | (881,263 | ) | (6,892,817 | ) |

Cash flows from financing activities

New loans in year | - |  | 6,825,559 |  |

Loan repayments in year | (482,569 | ) | - |  |

Share issue | - |  | 37,900 |  |

Net cash from financing activities | (482,569 | ) | 6,863,459 |  |

Decrease in cash and cash equivalents | (672,656 | ) | (776,886 | ) |

Cash and cash equivalents at beginning of year | 2 | 1,984,331 |  | 2,761,217 |  |

Cash and cash equivalents at end of year | 2 | 1,311,675 |  | 1,984,331 |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 31.12.25 |  | 31.12.24

£ | £ |

| Loss before taxation | (2,680,079 | ) | (2,140,512 | ) |

| Depreciation charges | 2,053,019 |  | 1,339,194 |  |

| Loss on disposal of fixed assets | 3,099 |  | 2,105 |  |

| Finance costs | 2,141,716 |  | 1,603,766 |  |

| Finance income | (11,165 | ) | (12,456 | ) |

1,506,590 |  | 792,097 |  |

| (Increase)/decrease in trade and other debtors | (659,780 | ) | 412,372 |  |

| Increase/(decrease) in trade and other creditors | 1,970 |  | (1,867,498 | ) |

| Cash generated from operations | 848,780 |  | (663,029 | ) |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 December 2025

| 31.12.25 |  | 1.1.25

£ | £ |

| Cash and cash equivalents | 1,311,675 |  | 1,984,331 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 1,984,331 |  | 2,761,217 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| Other |

| non-cash |

| At 1.1.25 | Cash flow | changes | At 31.12.25

£ | £ | £ | £ |

| Net cash |

| Cash at bank

| and in hand | 1,984,331 |  | (672,656 | ) | 1,311,675 |  |

1,984,331 |  | (672,656 | ) | 1,311,675 |  |

| Debt

| Debts falling due

| within 1 year | (443,888 | ) | (48,112 | ) | - |  | (492,000 | ) |

| Debts falling due

| after 1 year | (18,637,440 | ) | 530,681 |  | (1,984,112 | ) | (20,090,871 | ) |

(19,081,328 | ) | 482,569 |  | (1,984,112 | ) | (20,582,871 | ) |

| Total | (17,096,997 | ) | (190,087 | ) | (1,984,112 | ) | (19,271,196 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| IEG Group Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13616885 and its registered office address is at Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, England, M15 4PY.

| The principal activity of the company is group management and of the group is that of Information Technology Consultants.

| The financial statements are presented in Sterling, which is also the functional currency of the company.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In performing this assessment, the directors have considered the Group's financial performance, cash flow forecasts, available liquidity and principal risks and uncertainties.

| The Group reported net liabilities at the balance sheet date. As described in the Strategic Report, this position primarily reflects the acquisition financing structure established following the purchase of the business by its private equity shareholder, including shareholder loan notes and the recognition of goodwill and intangible assets on consolidation. The shareholder loan notes are not repayable in the ordinary course of business and are expected to be realised only as part of a future shareholder exit event.

| The directors have reviewed forecasts and cash flow projections covering the going concern assessment period. These forecasts demonstrate that the Group is expected to continue generating positive operating cash flows and maintain adequate liquidity to meet its obligations as they fall due. The Group benefits from a substantial base of recurring subscription revenues, strong customer retention and continued profitability, which provide a high degree of visibility over future trading performance. During the year, the Group generated revenue of £7.9 million and gross profit of £6.6 million.

| Based on this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

| Basis of consolidation

| The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025. Subsidiary undertakings are included using the acquisition method of accounting. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from, the date control passes. The purchase consideration has been allocated to assets and liabilities on the basis of fair value at the date of acquisition. Intra-group sales and profits are eliminated fully on consolidation.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover represents the amount derived from ordinary activities, and stated after trade discounts, other sales taxes and value added tax, except in respect of service contracts where turnover is recognised when the group obtains the right to consideration. In respect of the latter, turnover represents a proportion of total expected contract revenue compared to actual costs incurred to the balance sheet date, calculated to represent the forecast margin expected on completion of the contract. The resultant provisions for unbilled income or income billed in advance are included in debtors and creditors respectively, as amounts recoverable on contracts and deferred income.

| The directors are required to apply judgement in assessing turnover and arriving at the relevant proportions to be accounted for in any period. The key area of estimation uncertainty involves the likelihood of changes to customer requirements during the period. Factors taken into account in reaching their decision include the actual outturn of previous assignments and job by job appraisal of performance to date together with future expectations.

| Goodwill

| Goodwill arises on consolidation, in respect of the acquisition of businesses in 2021 and 2024. Goodwill is initially measured at cost. After initial recognition, goodwill is measured at cost less any accumulated amortisation and accumulated impairment losses, as assessed at each balance sheet date. The directors consider that a useful economic life of ten years is appropriate

| Intangible assets

| Intangible assets other than goodwill are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Development of products is capitalised when it meets the following conditions:

| i) It is technically feasible to complete the research or development so that the product will be available for use or sale.

| ii) It is intended to use or sell the product being developed.

| iii) The group is able to use or sell the product.

| iv) It can be demonstrated that the product will generate probable future economic benefits.

| v) Adequate technical, financial and other resources exist so that product development can be completed and subsequently used or sold.

| vi) Expenditure attributable to the research and development work can be reliably measured.

| All other research and development expenditure, as applicable, is recognised as an expense in the period in which it is incurred.

| Development costs are being amortised evenly over their estimated useful life of three and six years.

| Other intangible assets are amortised over their useful economic life of 10 years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

| Fixtures and fittings | - | 25% on cost, 20% on reducing balance and 25%-33% on cost

| Computer equipment | - | 25% on cost and 25%-33% on cost

| Tangible fixed assets are stated at historical invoice cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure directly attributable to bringing the asset to the location and condition necessary for operation by the group.

| Financial instruments

| Financial instruments are considered to comprise bank balances and trade and other debtors plus trade and other creditors, including group balances, which are all included on a non-discounted basis, at transaction price less any necessary impairment. In addition, financial instruments include financial liabilities representing financing transactions, being other loans which are initially recorded at the present value of expected future cashflows and are re-measured at each balance sheet date at amortised cost using the effective interest method.

| Income and expenditure generated in respect of these financial instruments, including interest receivable and payable, are recognised in the income statement as they accrue.

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| The financial statements of overseas subsidiaries are translated into Sterling before inclusion in the consolidation. The income statement is translated using the average rate of exchange ruling across the financial period whilst the balance sheet is translated using the rate of exchange ruling at the balance sheet date. Any exchange difference arising on the retranslation of opening net assets is recorded in the Consolidated Statement of Other Comprehensive Income and taken directly to reserves. All other exchange differences arising are taken to the Consolidated Income Statement.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. | TURNOVER

| The turnover and loss before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 31.12.25 |  | 31.12.24

£ | £ |

| United Kingdom | 7,373,769 |  | 5,778,277 |  |

| Europe | 486,792 |  | 209,924 |  |

7,860,561 |  | 5,988,201 |  |

| The group's turnover derives wholly from the provision of services.

4. | OTHER OPERATING INCOME

| 31.12.25 |  | 31.12.24

£ | £ |

| Sundry receipts | - |  | 7,834 |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

5. | EMPLOYEES AND DIRECTORS

| 31.12.25 |  | 31.12.24

£ | £ |

| Wages and salaries | 3,834,256 |  | 2,955,816 |  |

| Social security costs | 629,641 |  | 386,159 |  |

| Other pension costs | 229,168 |  | 169,506 |  |

4,693,065 |  | 3,511,481 |  |

| The average number of employees during the year was as follows:

| 31.12.25 |  | 31.12.24

| Management and admin | 22 |  | 18 |  |

| Technical team | 55 |  | 38 |  |

77 |  | 56 |  |

| Other pension costs represent the group's expense for payments to defined contribution pension schemes. Pensions contributions unpaid at the balance sheet date amounted to £20,247 (2024: £11,421).

| 31.12.25 |  | 31.12.24

£ | £ |

| Directors' remuneration | 518,750 |  | 379,985 |  |

| Directors' pension contributions to money purchase schemes | 58,572 |  | 61,723 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 3 |  | 3 |  |

| Information regarding the highest paid director is as follows:

| 31.12.25 |  | 31.12.24

£ | £ |

| Emoluments etc | 200,000 |  | 131,590 |  |

| Pension contributions to money purchase schemes | 3,522 |  | 11,522 |  |

| Directors' remuneration includes benefits in kind.

6. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 31.12.25 |  | 31.12.24

£ | £ |

| Other operating leases | 105,693 |  | 123,140 |  |

| Depreciation - owned assets | 25,489 |  | 28,397 |  |

| Loss on disposal of fixed assets | 3,099 |  | 2,105 |  |

| Goodwill amortisation | 1,580,335 |  | 1,193,508 |  |

| Development costs amortisation | 432,825 |  | 110,729 |  |

| Computer software amortisation | 14,370 |  | 6,560 |  |

| Auditors' remuneration | 21,155 |  | 21,858 |  |

| Foreign exchange differences | (5,174 | ) | 8,456 |  |

| Amounts paid to the company's auditors in respect of non-audit, including taxation, services | 17,631 |  | 31,777 |  |

| Net loss in respect of trade debt instruments | 9,922 |  | 23,435 |  |

7. | EXCEPTIONAL ITEMS

| 31.12.25 |  | 31.12.24

£ | £ |

| Exceptional items | - |  | (618,141 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

| Included within comparative administrative expenses are exceptional professional fees which were incurred during the acquisition of the Agile Applications Group Limited group of companies during the previous year.

8. | INTEREST RECEIVABLE AND SIMILAR INCOME |

| 31.12.25 |  | 31.12.24

£ | £ |

| Deposit account interest | 11,165 |  | 12,456 |  |

9. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.25 |  | 31.12.24

£ | £ |

| Bank loan interest | 157,604 |  | 84,472 |  |

| Loan interest | 1,984,112 |  | 1,519,267 |  |

| Other interest payable | - |  | 27 |  |

2,141,716 |  | 1,603,766 |  |

10. | TAXATION

| Analysis of the tax charge/(credit)

| The tax charge/(credit) on the loss for the year was as follows:

| 31.12.25 |  | 31.12.24

£ | £ |

| Current tax:

| Adjustments for prior periods | - |  | (7,507 | ) |

| Deferred tax | 214,862 |  | - |  |

| Tax on loss | 214,862 |  | (7,507 | ) |

| Reconciliation of total tax charge/(credit) included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.12.25 |  | 31.12.24

£ | £ |

| Loss before tax | (2,680,079 | ) | (2,140,512 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (670,020 | ) | (535,128 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 152,520 |  | 365,999 |  |

| Depreciation in excess of capital allowances | 56,314 |  | 63,960 |  |

| Utilisation of tax losses | 327,818 |  | (100,845 | ) |

| Adjustments to tax charge in respect of previous periods | - |  | (7,507 | ) |

| Consolidation adjustments not taxable | 394,633 |  | 244,018 |  |

| Effect of overseas tax | (46,403 | ) | (38,004 | ) |

| Total tax charge/(credit) | 214,862 |  | (7,507 | ) |

| Tax effects relating to effects of other comprehensive income |

| 31.12.25 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Effect of foreign exchange | (17,572 | ) | - |  | (17,572 | ) |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

12. | INTANGIBLE FIXED ASSETS

| Group

| Development |  | Computer |

| Goodwill |  | costs |  | software |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025 | 15,803,350 |  | 1,105,315 |  | 52,479 |  | 16,961,144 |  |

| Additions | - |  | 859,841 |  | 15,000 |  | 874,841 |  |

| Disposals | - |  | (314,993 | ) | - |  | (314,993 | ) |

| At 31 December 2025 | 15,803,350 |  | 1,650,163 |  | 67,479 |  | 17,520,992 |  |

| AMORTISATION

| At 1 January 2025 | 2,933,477 |  | 110,729 |  | 6,560 |  | 3,050,766 |  |

| Amortisation for year | 1,580,335 |  | 432,825 |  | 14,370 |  | 2,027,530 |  |

| Eliminated on disposal | - |  | (314,993 | ) | - |  | (314,993 | ) |

| At 31 December 2025 | 4,513,812 |  | 228,561 |  | 20,930 |  | 4,763,303 |  |

| NET BOOK VALUE

| At 31 December 2025 | 11,289,538 |  | 1,421,602 |  | 46,549 |  | 12,757,689 |  |

| At 31 December 2024 | 12,869,873 |  | 994,586 |  | 45,919 |  | 13,910,378 |  |

13. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 January 2025 | 15,804 |  | 76,945 |  | 92,749 |  |

| Additions | 2,644 |  | 17,109 |  | 19,753 |  |

| Disposals | (31,029 | ) | (43,721 | ) | (74,750 | ) |

| Exchange differences | 217 |  | 2,194 |  | 2,411 |  |

| At 31 December 2025 | (12,364 | ) | 52,527 |  | 40,163 |  |

| DEPRECIATION

| At 1 January 2025 | 9,817 |  | 37,787 |  | 47,604 |  |

| Charge for year | 3,897 |  | 21,592 |  | 25,489 |  |

| Eliminated on disposal | (28,765 | ) | (40,720 | ) | (69,485 | ) |

| Exchange differences | 157 |  | 2,046 |  | 2,203 |  |

| At 31 December 2025 | (14,894 | ) | 20,705 |  | 5,811 |  |

| NET BOOK VALUE

| At 31 December 2025 | 2,530 |  | 31,822 |  | 34,352 |  |

| At 31 December 2024 | 5,987 |  | 39,158 |  | 45,145 |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 13,726,209 |  |

| NET BOOK VALUE

| At 31 December 2025 | 13,726,209 |  |

| At 31 December 2024 | 13,726,209 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| IEG4 Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Software development

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| IEG Holdings Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Agile Applications Group Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Agile Applications Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Software development

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Clear Skies Software Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Software development

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Agile Waste Limited

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | FIXED ASSET INVESTMENTS - continued

| Sun Agile Software Ltd

| Registered office: Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, M15 4PY

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Sun Agile Software S.L.

| Registered office: Compositor Lehmberg Ruiz, 10 Edificio Galaxia, 2da Planta, Oficina 17 29007, Malaga, Spain

| Nature of business: Software development

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Trade debtors | 1,005,490 |  | 361,500 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 1,122,934 |  | 1,121,222 |  |

| Amounts recoverable on contract | 371,294 |  | 449,255 |  | - |  | - |  |

| Other debtors | 26,958 |  | 41,883 |  | - |  | - |  |

| VAT | - |  | - |  | 14,455 |  | 10,901 |  |

| Deferred tax asset | 469,803 |  | 684,665 |  | - |  | - |  |

| Called up share capital not paid | 20,000 |  | 20,000 |  | 19,000 |  | 19,000 |  |

| Prepayments and accrued income | 278,839 |  | 170,163 |  | 2,422 |  | 533 |  |

2,172,384 |  | 1,727,466 |  | 1,158,811 |  | 1,151,656 |  |

| Deferred tax asset

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Deferred tax | 469,803 |  | 684,665 |  | - |  | - |  |

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 18) | 492,000 |  | 443,888 |  | 492,000 |  | 443,888 |  |

| Trade creditors | 286,594 |  | 220,553 |  | 26,544 |  | 29,689 |  |

| Amounts owed to group undertakings | - |  | - |  | 2,380,505 |  | 906,493 |  |

| Social security and other taxes | 153,929 |  | 157,150 |  | 6,534 |  | 11,676 |  |

| VAT | 222,639 |  | 203,133 |  | - |  | - |  |

| Other creditors | 74,592 |  | 728,650 |  | 77 |  | 677,679 |  |

| Deferred income | 3,683,976 |  | 2,982,065 |  | - |  | - |  |

| Accrued expenses | 243,834 |  | 354,263 |  | 28,300 |  | 29,750 |  |

5,157,564 |  | 5,089,702 |  | 2,933,960 |  | 2,099,175 |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Bank loans (see note 18) | 882,313 |  | 1,362,405 |  | 882,313 |  | 1,362,405 |  |

| Other loans (see note 18) | 19,208,558 |  | 17,275,035 |  | 19,208,558 |  | 17,275,035 |  |

20,090,871 |  | 18,637,440 |  | 20,090,871 |  | 18,637,440 |  |

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 492,000 |  | 443,888 |  | 492,000 |  | 443,888 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 540,000 |  | 492,000 |  | 540,000 |  | 492,000 |  |

| Amounts falling due between two and five | years: |

| Bank loans - 2-5 years | 342,313 |  | 870,405 |  | 342,313 |  | 870,405 |  |

| Other loans - 2-5 years | 19,208,558 |  | 17,275,035 |  | 19,208,558 |  | 17,275,035 |  |

19,550,871 |  | 18,145,440 |  | 19,550,871 |  | 18,145,440 |  |

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

| 31.12.25 |  | 31.12.24

£ | £ |

| Within one year | 3,505 |  | 55,496 |  |

| Between one and five years | - |  | 3,505 |  |

3,505 |  | 59,001 |  |

20. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Bank loans | 1,374,313 |  | 1,806,293 |  | 1,374,313 |  | 1,806,293 |  |

| Other loans | 9,604,279 |  | 8,637,517 |  | 9,604,279 |  | 8,637,517 |  |

10,978,592 |  | 10,443,810 |  | 10,978,592 |  | 10,443,810 |  |

| Bank and other loans are secured by fixed and floating charges over all group assets.

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.25 |  | 31.12.24

| value: | £ | £ |

| 340,000 | A Ordinary | £0.01 | 3,400 |  | 3,400 |  |

| 652,687 | B Ordinary | £0.01 | 6,526 |  | 6,526 |  |

| 50,000 | C Ordinary | £0.05 | 2,500 |  | 2,500 |  |

12,426 |  | 12,426 |  |

| The holders of all classes of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. In respect of entitlement to distribution on a winding up, all classes may participate subject to the detailed provisions included in the company's Articles of Association.

| The unpaid share capital included in note 15 relates to 500 C Ordinary shares.

22. | RESERVES

| Group

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 January 2025 | (6,384,179 | ) | 311,931 |  | (6,072,248 | ) |

| Deficit for the year | (2,894,941 | ) | - |  | (2,894,941 | ) |

| Foreign exchange | (17,572 | ) | - |  | (17,572 | ) |

| At 31 December 2025 | (9,296,692 | ) | 311,931 |  | (8,984,761 | ) |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 January 2025 | (6,065,364 | ) | 311,931 |  | (5,753,433 | ) |

| Deficit for the year | (2,363,976 | ) | - |  | (2,363,976 | ) |

| At 31 December 2025 | (8,429,340 | ) | 311,931 |  | (8,117,409 | ) |

23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

| 31.12.25 |  | 31.12.24

£ | £ |

| P P Tomlinson

| Balance outstanding at start of year | - |  | 66,638 |  |

| Amounts repaid | - |  | (66,638 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | - |  | - |  |

| IEG GROUP LIMITED (REGISTERED NUMBER: 13616885) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

23. | SHARE-BASED PAYMENT TRANSACTIONS

| The company established an EMI share option scheme during 2022. The options are exercisable only on a company sale and will lapse in 2029.

| 87,899 share options were outstanding at the start of the year. The exercise price was <1p for some and £1.92 for the remainder..

| The value of the share options granted has been assessed considering the future dividend expectations and using statistical modelling incorporating a risk-free rate at grant date of 3%. Volatility is deemed to be low.

| The directors have considered the probability of these options being exercised and the assessment of the market value, and consider it appropriate to recognise no expense in the profit and loss for the period and no liabilities at the balance sheet date on grounds of materiality. This position is reassessed annually and will be revised as new information is obtained.