Annual Report to Shareholders (Final Distribution Version)

ABN 63 088 257 729

9 Help St, Chatswood NSW 2067,

Level 8, Australia https://www.jcurvesolutions.com/

1 October 2025

Release of Annual Report for distribution to shareholders

The Company has today released a re-formatted and more visually appealing version of its statutory Annual Report for the year ended 30 June 2025 to assist in engagement with its shareholders. It is a presentation-enhanced version only and does not contain any new or additional material information beyond what has already been disclosed to the ASX.

This announcement has been authorised for release by the Chair of Jcurve Solutions Limited.

About Jcurve

Jcurve works collaboratively with ambitious organisations to drive growth through the effective use of technology. Serving as a trusted guide in an on-demand world, Jcurve helps build growing and resilient organisations to withstand market disruption.

From business management solutions and consulting services to field service management and digital marketing services - Jcurve is uniquely positioned to help organisations on their business transformation journey.

For more information, please visit https://www.jcurvesolutions.com.

1

Annual Report

For the year ended 30 June 2025

Jcurve Solutions Limited ABN 63 088 257 729 ASX:JCS

What We

€24.4m

Annual

Contract Value

Up 8.4% with improved revenue quality and predictability

€39,140

Average

Customer Value

Up 4.5% from improved unit economics and margin

€8.3m

Annual Recurring Revenue from ACV

New KPI

€11.8m

Annual Expenses

20% reduction from ongoing cost discipline

Key

Margin Improvement

Improved reseller margins in Australia and higher productivity across services have contributed positively with Annual Customer Value increasing by 26% on the prior period

South East Asia Focus

We have successfully completed our move to regional business units in Singapore, Philippines and Thailand. We are seen early results with new customer acquisition and contract growth

Cost Discipline

With two years of disciplined cost management now complete, Jcurve is right-sized and able to shift its focus from cost containment toward growth and profitability. Normalised EBITDA increased to $0.8 million

Owned Products

Jcurve Field Service Management, Jcurve Expense Management, Jcurve Apps and Jcurve ERP deliver higher and more predictable margins. Increasing ARR in owned products has been a core initative

Message from the Chair 7

Directors' Report 10

Auditor's Independence Declaration 33

Financial Report 34

Directors' Declaration 87

Independent Auditor's Report to the Members 88

Shareholder Information 92

Corporate Directory 98

Dear fellow shareholders,

On behalf of the Board of Directors, the Jcurve Solutions Limited Annual Report for the financial year ended 30 June 2025 (FY2025) is presented to shareholders.

This year has been one of disciplined execution and careful cost management, positioning the business for stronger, more sustainable performance in the years ahead. While revenue for the year decreased by 11% to $11.3 million (FY2024: $12.7 million), our focus on cost control resulted in expenses falling by 20% to $11.8 million (FY2024: $14.7 million).

As a result, the Group delivered a significant turnaround in earnings, with normalised EBITDA of $0.8 million, compared with a loss of $0.4 million in FY2024. This represents a substantial improvement and highlights the resilience of our core operations.

The reported loss after tax for FY2025 was $0.7 million, a marked improvement from the prior year's loss of $2.2 million, representing a 70% reduction, with strong progress toward profitability.

The Group ended the year with a cash balance of $1.4 million (FY2024:

$1.6 million) and remains debt free, providing a solid foundation for growth. This prudent financial management ensures we are well-positioned to fund operations and pursue strategic opportunities without compromising our balance sheet strength.

I am also pleased to report that, after financial year end, we successfully completed a $1 million strategic placement, undertaken at a premium to the then prevailing market price. This outcome reflects strong investor confidence in the Company's strategy, balance sheet strength, and long-term growth prospects. The funds raised provide additional flexibility to pursue strategic initiatives and further strengthen our capital position.

While challenges remain in the operating environment, FY2025 demonstrated that the Company can respond decisively and improve outcomes even in a period of revenue contraction. The Board and management team are focused on driving top-line growth while maintaining rigorous cost control and capital discipline.

On behalf of the Board, I would like to thank our employees for their commitment and resilience throughout the year. I also extend my gratitude to our shareholders for their continued support as we navigate our path toward sustainable growth and profitability.

We are confident that the steps taken in FY2025 have laid the groundwork for improved performance and long-term value creation in the years ahead.

Mark Jobling Chairman

Jcurve Solutions Limited (ASX:JCS)

Annual Report for the year ended 30 June 2025 9

The directors present their report on the consolidated entity consisting of Jcurve Solutions Limited (the 'Company') and the entities it controlled at the end of, or during, the year ended 30 June 2025. Throughout the report, the consolidated entity is referred to as the Group.

Directors and company secretary

The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for the entire year unless otherwise stated.

Board of Directors

Mr. Mark Jobling

Non-Executive Chairman

Mr. Graham Baillie

Non-Executive Director

Mr. Martin Green

Non-Executive Director

Mr. Robert Wright

Non-Executive Director

Company Secretary

Mr. David Franks

Company Secretary

Information on directors

Name and qualifications Mark Jobling

B.ECO, B.LAWS (HONS)

(Non-Executive Chairman)

Appointment Joined the company on 8 April 2015 as a Non-Executive Director.

Experience and expertise Mark is a substantial shareholder of the Company and holds a Bachelor of

Economics and Bachelor of Laws (Hons) from Monash University.

Career summary Mark is involved in a number of businesses across Asia including acting as Chairman of Tomorrow Entertainment Group Pte Ltd which owns and operates a number of entertainment based attractions in Asia, primarily in Singapore.

Mark began his career as a commercial lawyer with Mallesons Stephen Jaques in Australia and went on to hold senior executive roles in multi-billion dollar companies, including Managing Director of South East Asia and Taiwan for CLP Holdings Limited, and Chief Executive Officer of OneEnergy Limited, a CLP/Mitsubishi Corporation joint venture in Asia.

Directorships of other public or listed entities in the last three years

None

Board committee membership Chairman of the Remuneration Committee.

Information on directors (continued)

Name and qualifications Graham Baillie FAICD

(Non-Executive Director)

Appointment Appointed as Non-Executive Director on 26 August 2019

Experience and expertise Graham Baillie was appointed a Non-Executive Director of Stratatel

Limited (ASX:STE "Stratatel") in September 2007. Subsequent to Stratatel's acquisition of Jcurve Solutions Pty Ltd, he was appointed Managing Director for period December 2013 to June 2014, then taking up the appointment of Executive Chairman in July 2014, overseeing the revitalisation of the commercial operations of Stratatel to re-emerge as Jcurve Solutions Limited (ASX:JCS). In November 2014, Graham returned to his original Non-Executive Director's role following the appointment of a new JCS independent Chairman. Post this transition process, he relinquished his Non-Executive Director's position in November 2015. Following an absence of nearly four years, Graham rejoined the Group as a Non-Executive Director on 26 August 2019.

Graham is Jcurve Solutions' largest shareholder through shares held by his family's superannuation fund.

Career summary Graham has a track record of growing small start-up businesses into sizeable and profitable business entities, ultimately with a national and international presence. In 1994, Graham established Outsource Australia Pty Ltd (OSA) to provide "white collar" business process outsourcing (BPO) services to both the private and public market sectors in Australia. In his capacity as majority shareholder and Chief Executive Officer he developed the company nationally and internationally.

Today OSA is known as Converga. Prior to this, Graham was with AUSDOC during its formative years through to its ultimate ASX listing in September 1993. In this time, he was not only integral to the development of the company throughout Australia but was also involved in establishing similar business operations in New Zealand, USA and United Kingdom.

Directorships of other public or listed entities in the last three years

None

Board committee membership Member of the Audit and Risk Management Committee.

Information on directors (continued)

Name and qualifications Martin Green

(Non-Executive Director)

Appointment Joined the Group on 18 January 2021 as a Non-Executive Director.

Experience and expertise Martin holds a BA (Hons) in Accounting and Finance.

Career summary He has a strong corporate background having played a significant role in the private investment arm of Consolidated Press Holdings Pty Limited (CPH) for more than 10 years and subsequently Hong Kong where he helped set up CPH's operations. After leaving CPH, Martin has assisted in building and monetising technology and other businesses in Asia through his extensive corporate network.

Directorships of other public or listed entities in the last three years

None

Board committee membership Member of the Audit and Risk Management Committee and Member of the Remuneration Committee.

Name and qualifications Robert Wright

FINSIA, AIM, FIPA

(Non-Executive Director)

Appointment Joined the Group on 22 November 2024 as a Non-Executive Director.

Experience and expertise A qualified accountant with deep experience in the banking and

finance sector.

Career summary He has a career spanning the international banking sector and he has held senior management roles at St. George Banking Group, National Australia Bank, Commonwealth Bank of Australia and Westpac.

Directorships of other public or listed entities in the last three years

None

Board committee membership Chairman of the Audit and Risk Management Committee and Member of the Remuneration Committee.

Information on the company secretary

Name and qualifications David Franks

B.EC, CA, F FIN, FGIA, JP

(Company Secretary)

Appointment David Franks joined Jcurve Solutions on 15 September 2014 as Company Secretary.

Experience and expertise David Franks joined Jcurve Solutions on 15 September 2014 as Company

Secretary and a Non-Executive Director. He was a Non-Executive Director until 18 January 2022. He is a Chartered Accountant, Fellow of the Financial Services Institute of Australia, Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and holds a Bachelor of Economics (Finance and Accounting) from Macquarie University.

Career summary With over 25 years' experience in finance, governance and accounting, Mr Franks has been CFO, Company Secretary and/or Director for numerous ASX listed and unlisted public and private companies, in a range of industries covering energy retailing, transport, financial services, mineral exploration, technology, automotive, software development and healthcare.

Apart from JCurve Solutions, Mr Franks is currently the Company Secretary for the following ASX Listed entities: COG Financial Services Limited, Cogstate Limited, DataWorks Limited, Dubber Corporation Limited, Evergreen Lithium Limited, Noxopharm Limited, Nyrada Inc, Omega Oil and Gas Limited, and White Energy Company Limited. M Franks is also a principal of the Automic Group and Director of Automic Finance Pty Ltd.

Directorships of other public or listed entities in the last three years

None

Board committee membership None

Interests in the shares and options of the Group and related bodies corporate

As at the date of this report, the interests of the directors in the shares and options of Jcurve Solutions were:

Dividends and shareholder returns

Dividends paid to members during the financial year were as follows:

While a dividend relating to the 2023 financial year was declared on 27 July 2023 and subsequently paid on 5 September 2023, no dividends were declared or paid relating to the financial year ended 30 June 2025.

Principal activities

During the year the principal continuing activities of the Group consisted of:

1. the sale, implementation and support of Enterprise Resource Planning (ERP) solutions, which consisted of:

   1. the exclusively licensed small business edition of Oracle NetSuite, JCurveERP (in Australia and New Zealand);

   2. the Oracle NetSuite mid-market and enterprise editions (in Australia, New Zealand and South East Asia);

2. software, Jtel Next, that operates in the telecommunications expense management software market.

3. the continued development of Jcurve FSM, the Group's proprietary owned Service Management Platform including the sale and support of the platform to paying customers.

Review of operations - Operating financial review

1. Financial results for the year

   The Group incurred a net loss after tax of $659,770 for year ended 30 June 2025 (loss after tax for 2024 was $2,158,582).

   The 'Normalised EBITDA' for the full year ended 30 June 2025 was a profit of $811,610 (2024 was a loss of

   $360,092), which has been determined as follows:

   	2025 2024 € €
   Operating loss before interest and tax, as reported Depreciation Amortisation Impairment Equity settled share-based payments	(380,410) 509,551 368,778 -94,989	(1,902,801) 622,757 366,196 264,987 -
   Total non-cash expenses	973,318	1,253,940
   Due diligence costs Dual CEO costs relating to period 1 August 2023 to October 2023 Redundancies on restructuring	3,800 -214,902	4,536 176,572 107,661
   Total non-recurring items	218,702	288,769
   Normalised EBITDA	811,610	(360,092)

   Normalised EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and represents the profit under AAS adjusted for specific significant items. The table above summarises key items between the statutory profit/loss after tax and normalised EBITDA. The directors use normalised EBITDA to assess the performance of the Group.

   Normalised EBITDA has not been subject to any specific review procedures by our auditor but has been extracted from the accompanying audited financial report. The normalised EBITDA result outlined for the comparative period has been adjusted to ensure consistency between the reporting periods.

   The Group's total revenue for the year ended 30 June 2025 was $11,343,694 (2024: $12,738,932) which includes:

   • revenue from the sale of JCurveERP/NetSuiteERP licenses and support and implementation revenue of $10,198,264 (2024: $11,153,254);

   • revenue from the sale of Jtel Next of $852,706 (2024: $934,109);

   • revenue from the sale of digital marketing solutions from the Dygiq business division $nil (2024:

     $395,815); and

   • revenue from the sale and implementation field service management of $292,724 (2024: $255,754). Total expenses including depreciation for the full year ended 30 June 2025 was $11,765,217 (2024:

     $14,673,036). The largest expense during the year ended 30 June 2025 was employment expense with

     $7,700,500 (2024: $9,280,100).

     On 15 January 2024, the Group disposed of an immaterial part of its business, Dygic, which was based in the Philippines and specialised in digital marketing.

     Review of operations - Operating financial review (continued)

2. Financial position as at 30 June 2025

   Jcurve Solutions Limited continues to maintain a robust financial position, with significant shifts in asset composition and liability management over the past year. As of 30 June 2025, total assets stand at

   $7,111,239 a reduction of $974,622 from the previous year. This change primarily reflects decreased cash, receivables, ongoing amortisation of right of use assets and intangible assets.

   Our cash position has decreased to $1,369,052 from $1,596,275, primarily as a result of unfavourable changes in our working capital as well as the losses we incurred in the current financial year and the costs associated with restructuring our business. Despite these reductions, our financial stability is underpinned by solid recurring revenue streams, careful expense management, and a shift towards a leaner organisational structure.

   Total liabilities decreased to $5,609,604 (2024: $5,808,883), reflecting lower payables and lease liabilities partly offset by increase in contract liabilities.

   Risk Management

   The Group recognises the need to pro-actively manage the risks and opportunities associated with both day-today operations of the Group and its longer-term strategic objectives and has developed a risk management policy. The Board is responsible for the establishment, oversight and approval of the Group's risk management strategy, internal compliance and controls. The Board is also responsible for defining the "risk appetite" of the Group so that the strategic direction of the Group can be aligned with its risk management policy.

   The Group has the following risk management controls embedded in the Group's management and reporting system:

   • A comprehensive annual insurance program. This program is facilitated by an external broker;

   • A risk register which is regularly reviewed by the Executive Management Team and reported to the Board as part of the Board meeting packs;

   • Annual Strategic and operational business plans; and

   • Annual budgeting and forecasting and monthly forecasting and system evaluation which enable the monitoring of performance against expected targets and the evaluation of trends.

     The Chief Executive Officer and Chief Financial Officer through monthly Board papers, report to the Board as to whether all identified material risks are being managed effectively across the Group.

     During the year, ongoing monitoring, mitigation and reporting on material risks was conducted by Executive Management Team, the Audit and Risk Committee and the Board and took place in accordance with the process disclosed above.

     The Risk Management Policy can be found on the Group's website: https://www.jcurvesolutions.com/corporate-governance

     Significant changes in the state of affairs

     On 14 August 2024, 2,000,000 CEO Service Rights were converted into fully paid ordinary shares of the company in accordance with the vesting conditions set forth from the date of commencement.

     There were no other significant changes in the state of affairs of Jcurve Solutions during the financial year.

     Events since the end of the financial year

     Following is a summary of subsequent events post 30 June 2025:

   • On 14 August 2025, 2,000,000 CEO Service Rights were converted into fully paid ordinary shares of the company in accordance with the vesting conditions set forth from the date of commencement.

   • On 31 July 2025, the Group's working capital facility was reduced from $1,000,000 to $750,000.

   • The Company entered into a Subscription Agreement for a placement of 20,000,000 ordinary shares at $0.05 per share, raising $1,000,000, together with 13,333,333 attaching options exercisable at

$0.075, expiring 18 July 2026.

No other matter or circumstance has arisen since 30 June 2025 that has significantly affected the Group's operations, results or state of affairs, or may do so in future years.

Likely developments and expected results of operations

Likely developments in the operations of the Group that were not finalised at the date of this report included:

As we mark two year since the appointment of Chris King as Chief Executive Officer, we are pleased to provide an update on the strategic review that has been underway. This comprehensive review was designed to ensure that Jcurve Solutions not only grows quickly but does so in a profitable and sustainable manner.

1. Cost Containment and Rightsizing: Initially, our focus was on containing expenses and rightsizing the business to better match our strategic priorities. We implemented significant cost-saving measures and optimised resource allocation, which have substantially improved our operational efficiency.

2. Leaner Sales Organisation: We transitioned to a leaner sales organisation, restructuring our support and admin teams to enhance focus on sales and high-value clients and sectors. This shift has not only reduced overhead but also increased the effectiveness of our sales efforts.

3. Portfolio Optimisation: We have completed a thorough assessment of our business units, resulting in the divestment of non-core assets and increased investment in areas with high-growth potential.

4. Financial Performance: These strategic changes have begun to reflect positively in our financial results, demonstrating improved profitability and a stronger balance sheet.

Looking ahead, we remain committed to building on this momentum with ongoing strategic initiatives aimed at enhancing our competitive position and securing long-term growth. We believe these efforts will continue to drive our mission of delivering superior value to our shareholders.

Insurance of officers and indemnities

1. Indemnification of officers

   The Group has agreed to indemnify all the directors and officers for any breach of laws and regulations arising from their role as a director and officer. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

   The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

2. Indemnity of auditors

Jcurve Solutions Limited has not indemnified or agreed to indemnify an auditor of the Group or any related body corporate against liability incurred as an auditor.

Meetings of directors

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

Mr. Mark Jobling Mr. Graham Baillie Mr. Martin Green Mr. Robert Wright

Retirement, election and continuation in office of directors

It is the Board's policy to consider the appointment and retirement of Non-Executive Directors on a case-by-case basis. In doing so, the Board must take into account the requirements of the Australian Securities Exchange Listing Rules and the Corporations Act 2001.

Clause 13.4 of the Jcurve Solutions Constitution allows the Directors to at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Jcurve Solutions Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Clause 13.2 of the Jcurve Solutions Constitution requires that no director who is not the Chief Executive Officer may hold office without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.

The current board was re-elected by shareholders at the following prior AGMs:

Therefore, under clause 13.2 of the Jcurve Solutions Constitution Mark Jobling is due for election at the next Annual General Meeting. Any person appointed between the date of these Financial Statements and the Annual General Meeting would be also be due for election under clause 13.4 at the next Annual General Meeting. The Company refers to the ASX Release dated 28 July 2025 titled "Strategic Share Placement" where the Company expects to appoint Mr Chris Miller as a non-executive director under the Clause 13.4 "Additional Directors" provision of the Company's Constitution.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

Auditor Independence and Non-Audit Services

Section 307C of the Corporations Act 2001 requires our auditors, LNP Audit and Assurance Pty Ltd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 33 and forms part of this Directors' Report for the year ended 30 June 2025.

Non-Audit Services

There were no non-audit related activities carried out by the Company's auditors during the year ended 30 June 2025.

Corporate governance statement

In fulfilling its obligations and responsibilities to its various stakeholders, the Board is a strong advocate of corporate governance. The Board supports a system of corporate governance to ensure that the management of Jcurve Solutions is conducted to maximise shareholder wealth in a proper and ethical manner.

The Corporate Governance Statement and other corporate governance practices which outline the principal corporate governance procedures of Jcurve Solutions can be found on the company's website at: https://http://www.jcurvesolutions.com/corporate-governance/

Remuneration report

The directors are pleased to present Jcurve Solutions Limited's ("the Company's") remuneration report for the year ended 30 June 2025. The remuneration report is prepared in accordance with section 300A of the Corporations Act 2001 and has been audited as required by section 308(3C) of the Corporations Act 2001.

The remuneration report outlines the key aspects of Jcurve Solutions remuneration policy, framework and remuneration awarded for Jcurve Solutions directors and executives. The Executives for the purpose of this report are Key Management Personnel who are not Non-Executive Directors.

The remuneration Report is structured as follows:

1. Directors and other key management personnel

2. Remuneration governance

3. Remuneration structure

4. Remuneration of key management personnel

5. Relationship between remuneration and Jcurve Solutions performance

6. Voting and comments made at the Company's 2024 annual general meeting

7. Details of share-based compensation

8. Shareholdings of key management personnel

9. Transactions with directors and key management personnel

Remuneration report (continued)

1. Directors and other key management personnel

   Name	Position	KMP Term
   Non-executive directors
   Mr. Mark Jobling	Non-Executive Chairman - Not Independent	Full year
   Mr. Robert Wright	Non-Executive Director - Independent	Full year
   Mr. Martin Green	Non-Executive Director - Independent	Full year
   Mr. Graham Baillie	Non-Executive Director - Not Independent	Full year
   Executive Management Team (Executives)
   Christopher King	Chief Executive Officer	Full year
   Anton Posthumus	Chief Financial Officer	Full year
   Katrina Doring	Chief Operating Officer	Resigned 20 August 2024

   Key Management Personnel are defined as those persons having the authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly (and include the directors of the Company). The Executive Management team are responsible for preparing the Group's Strategic Plan and evaluating the Company's progress against that Strategic Plan.

2. Remuneration governance

   Remuneration philosophy

   The performance of the Company depends upon the quality of the directors and executives employed by Jcurve Solutions. The philosophy of the Company in determining remuneration levels is to:

   1. set competitive remuneration packages to attract and retain high calibre employees;

   2. link executive rewards to shareholder value creation; and

   3. establish appropriate performance hurdles for variable executive remuneration.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for determining and reviewing compensation arrangements for the directors and the executive management team.

The composition of the Nomination and Remuneration Committee during the year ended 30 June 2025 was as follows:

1. Mark Jobling (Chairman) (Non Executive Director - Not Independent);

2. Robert Wright (Non Executive Director - Independent); and

3. Martin Green (Non Executive Director - Independent).

In relation to the above, all are non-executive directors, the majority of members are independent however the Chairman is not independent.

On this basis, the Nomination and Remuneration Committee is partially compliant with the ASX Corporate Governance Principles and Recommendations.

Remuneration report (continued)

1. Remuneration governance (continued)

   Members of the Nomination and Remuneration Committee are appointed, removed and/or replaced by the Board.

   The Nomination and Remuneration Committee assesses the appropriateness of the nature and amount of remuneration which the directors and executives receive on a periodic basis by reference to relevant employment market conditions with overall objectives of:

   1. Ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team;

   2. Aligned to the Company's strategic business priorities which have been set to achieve shareholder value;

   3. Ensuring that the remuneration structure is transparent and easily understood;

   4. Acceptable to all shareholders.

      The Company's Corporate Governance Statement which can be found on the Company's website: https://http://www.jcurvesolutions.com/corporate-governance provides further information on the role of the Nomination and Remuneration Committee and its composition and structure. A copy of the Nomination and Remuneration Committee's charter is included on the Company's website.

2. Remuneration Structure

   In accordance with best practice Corporate Governance, the structure of non-executive director and executive remuneration is separate and distinct.

   Non-executive director remuneration

   The Board seeks to set aggregate remuneration at a level that provides Jcurve Solutions with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

   Jcurve Solutions' constitution adopted at the AGM on 9 November 2010 specifies that the aggregate remuneration of non-executive directors shall be a maximum of $400,000 per year, and can be varied by ordinary resolution of the shareholders in a General Meeting. There have been no changes to the constitution of Jcurve Solutions since this date.

   The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually.

   Non-executive directors are paid their director fees in cash, including statutory superannuation contributions. They do not receive any bonus payments nor are they entitled to any payment upon retirement or resignation.

   The remuneration structure for the directors from 1 July 2024 was as follows:

   1. Chairman: $99,000 per annum;

   2. Resident non-executive directors: $73,590 including compulsory superannuation per annum;

   3. Non-resident non-executive directors: $66,000 per annum;

   4. Chair of the Audit Committee: $11,146 including compulsory superannuation per annum.

There was no change to the remuneration structure for the directors from 1 July 2024 other than increases in the statutory superannuation contributions for Resident non-executive directors.

The remuneration of non-executive directors for the year ended 30 June 2025 and comparative year is detailed in Section (d), Table 1 of the Remuneration report.

Remuneration report (continued)

1. Remuneration structure (continued)

   Executive remuneration

   The Company's Executive remuneration structure consists of three components:

   Fixed components Variable 'at-risk' components

1. Base salary and benefits

   Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash, superannuation/CPF and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Group.

   Each executive's remuneration is reviewed annually by the Nomination and Remuneration Committee. The process consists of a review of relevant comparative remuneration in the market, internally and, where appropriate, external advice on policies and practices. The Nomination and Remuneration committee has access to external, independent advice if required.

2. Short-term incentive

   The Short-term incentive (STI) scheme is designed to reward the Executive Management team for their contribution to the success of Jcurve Solutions in achieving its financial goals, as well as the individual contribution of each employee to business goals, as determined by the Board.

   A new short term incentive bonus scheme was implemented from 1 July 2022 for the Executive Management Team.

   For 2025, no short-term incentive targets based on traditional financial metrics were set for executive management. This reflected the Company's focus on stabilising the business and addressing legacy matters during its transformation programme. Instead, short-term incentives were aligned to the delivery of defined strategic initiatives critical to positioning the Group for future sustainable growth.

   For 2024, the Board set KPI targets for the Short-term Incentive Plan (STIP) based on the strategic goals and objectives of Jcurve Solutions. Given the changes in executive leadership during the year, specific performance metrics were aligned with the company's immediate priorities under the new management.

   This short-term incentive scheme takes the form of a cash bonus payable.

   The potential value of the short-term incentive schemes as a proportion of each Executive's base salary was as follows:

   Executives		FY2025 STI Potential	FY2024 STI Potential
   Chris King	Appointed 14/08/23	67%	67%
   Anton Posthumus	Appointed 2/01/24	30%	20%
   Katrina Doring	Resigned 20/08/24	-	46%

   Remuneration report (continued)

   1. Remuneration structure (continued)

3. Long-term incentive

The long-term equity incentive plan is designed to align a portion of Executive Remuneration with long term shareholder value.

The Jcurve Solutions Equity Incentive Plan (EIP) was approved by shareholders at the Annual General Meeting held on 22 November 2016 and reapproved on 19 November 2019. New performance rights issued during the year ended 30 June 2025 have been disclosed in Table 1 of Section (g).

The following performance and services rights were issued during the year ended 30 June 2024.

The following performance and services rights were issued during the year ended 30 June 2025.

Remuneration report (continued)

1. Remuneration of key management personnel

Table 1: Key Management Personnel remuneration for the year ended 30 June 2025: Directors

independent

independent

independent

independent

Remuneration report (continued)

(d) Remuneration of key management personnel (continued)

Table 2: Key Management Personnel remuneration for the year ended 30 June 2025: Executives

appointed14/08/24

resigned 15/06/23

resigned 20/08/24

resigned 30/06/23

Total Executive Remuneration

2024 997,112 141,250 (74,422) (13,104) 81,789 - 55,966 1,188,591

Remuneration report (continued)

1. Remuneration of key management personnel (continued)

   Table 3: Service agreements

   Remuneration and other terms of employment for the Executive Management Team are formalised in service agreements, in the form of a contract of employment.

   Arrangements relating to remuneration of the Company's Executive Management Team currently in place are set out below:

   Executive

   Title

   Term of agreement

   Current base salary Contractual

   excluding super- termination annuation (*) benefits (**)

   Chris King

   Chief Executive Officer

   Commenced 14 August 2023 on a rolling contract

   Commenced 2

   $325,000

   6 months base salary

   3 months base

   Anton Posthumus Chief Financial Officer

   January 2024 on a rolling contract

   $200,000

   salary

   (*) Current base salaries excluding superannuation are quoted for the year commencing 1 July 2025 unless otherwise noted below. They are reviewed annually by the Remuneration Committee. The salaries recorded in Table 2 are for the years ending 30 June 2025 and 30 June 2024.

   (**) As at the date the Remuneration Report is approved. The service agreement contracts outlined above may be terminated in the following circumstances:

   • Voluntary termination by the Company: the contractual termination benefit outlined in the table above as well as any statutory entitlements accrued will be paid; or

   • Termination by the Company for cause without notice: no contractual termination benefits are payable. Only statutory entitlements accrued will be paid.

2. Relationship between remuneration and Jcurve Solutions performance

   Performance in respect of the current year and the previous four years is detailed in the table below:

   Category	2025	2024	2023	2022	2021
   Total profit/(loss) for the year	($659,770)	($2,158,582)	($340,875)	($66,390)	$152,255
   Normalised EBITDA (*)	$811,610	($360,092)	$ 1,643,228	$ 1,721,067	$ 1,234,954
   Share price at year end ($)	$ 0.039	$ 0.024	$ 0.039	$ 0.060	$ 0.058
   Increase/(decrease) in share price	63%	(38%)	(35%)	3%	61%
   Dividends paid	$ -	$ 574,601	$ -	$ -	$ -

   (*) The 2024 comparative has been adjusted to ensure consistency in the calculation of normalised EBITDA between periods

   The remuneration of Jcurve Solutions Executives outlined in Table 2 of section 4 has consisted primarily of salaries, short term incentives and superannuation. Performance related remuneration which was inclusive of short-term incentives and long-term incentives was 2% of the Key Management Personnel's remuneration package, as outlined in table 2.

   Remuneration report (continued)

3. Voting and comments made at the Company's 2024 Annual General Meeting

   The 2024 Jcurve Solutions Remuneration Report resolution was carried by a poll, with the results of 99.81% in favour and therefore in excess of 75% in favour of the resolution. Comments raised by shareholders during the Annual General Meeting were responded to by the Directors during the meeting.

4. Details of share-based compensation

There were no long-term incentives that were issued to employees or Directors of the Company over the past two years.

Table 1: Performance rights issued to members of the Executive Management Team under the JCurve Solutions Equity Incentive Plan on 7 February 2020:

(i) 3,000,000 rights will vest if VWAP of Jcurve for any continuous 30-day period during the period to 31 December 2026 equal or exceeds 10.0 cents

Table 2: Performance rights issued to members of the Executive Management Team under the JCurve Solutions Equity Incentive Plan on 7 February 2020:

1. 2,500,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2026 equal or exceeds 10.0 cents

2. 2,500,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 31 December 2026 equal or exceeds 10.0 cents

3. 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal or exceeds 11.0 cents

(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal or exceeds 12.0 cents

(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal or exceeds 13.0 cents

(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal or exceeds 14.0 cents

(iii) 3,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal or exceeds 15.0 cents