• Proposed acquisition of 15% stake in iRich Finance not market-sensitive
• Transaction aligns with existing core business, no material financial impact
• Market reaction confirms lack of materiality
• Disclosure delayed due to incomplete transaction details

Victor Group Holdings Ltd (VIG) responds to an ASX aware query regarding its proposed acquisition of a 15% equity interest in iRich Finance Pty Ltd. VIG submits that the transaction is not market-sensitive information under Listing Rule 3.1 and does not require immediate disclosure. The key reasons are: 1) The transaction is a minority, non-controlling investment that is strategically aligned with VIG's existing core business as a provider of platform-as-a-service (PaaS) and software-as-a-service (SaaS) solutions. It does not result in a material change to VIG's business model or operations. 2) The transaction has a negligible impact on VIG's revenue, profit, and financial commitments over the next 12 months. There is no material change to VIG's financial position or operating scale. 3) The market reaction to the announcement, with a share price increase of only 3.6%, confirms the lack of materiality. VIG notes that the transaction was an incomplete and conditional proposal at the time of execution on 16 May 2025, subject to various conditions precedent including due diligence and regulatory approvals. Disclosure at that stage may have been premature or misleading, and the information remained confidential and not sufficiently definite to warrant disclosure under Listing Rule 3.1A. VIG will continue to monitor the transaction and make a voluntary announcement as a precautionary measure once internal preparations and verification processes are completed.