Computer Modelling Group Ltd. — Interim / Quarterly Report 2025

Nov 12, 2024

Condensed Consolidated Statements of Financial Position

UNAUDITED (thousands of Canadian $)	September 30, 2024 March 31, 2024 April 1, 2023 (Note 3) Restated Note 2(e) Restated Note 2(e)
Assets Current assets: Cash Restricted cash Trade and other receivables Prepaid expenses Prepaid income taxes(note 10)	61,373 63,083 66,850 96 142 - 34,704 36,550 23,910 2,213 2,321 1,060 986 3,841 444
Intangible assets Right-of-use assets Property and equipment Goodwill (note 3) Deferred tax asset(note 10)	99,372 105,937 92,264 22,354 23,683 1,321 29,628 29,072 30,733 9,496 9,877 10,366 4,426 4,399 - 136 - 2,444
Total assets	165,412 172,968 137,128
Liabilities and shareholders’ equity Current liabilities: Trade payables and accrued liabilities Income taxes payable (note 10) Acquisition holdback payable (note 3) Acquisition earnout (note 3) Deferred revenue (note 5) Lease liabilities(note 6)	13,920 18,551 11,126 1,422 2,136 33 2,288 2,292 - 3,416 - - 32,274 41,120 34,797 2,263 2,566 1,829
Lease liabilities (note 6) Stock-based compensation liabilities (note 11(c)) Acquisition earnout (note 3) Other long-term liabilities Deferred tax liabilities(note 10)	55,583 66,665 47,785 35,521 34,395 36,151 253 624 742 - 1,503 - 200 305 - 1,776 1,661 -
Total liabilities	93,333 105,153 84,678
Shareholders’ equity: Share capital (note 11 (b)) Contributed surplus Cumulative translation adjustment Deficit	91,083 87,304 81,820 15,892 15,667 15,471 343 (367) - (35,239) (34,789) (44,841)
Total shareholders’ equity	72,079 67,815 52,450
Total liabilities and shareholders' equity	165,412 172,968 137,128

Subsequent event (note 15)

See accompanying notes to condensed consolidated interim financial statements.

Computer Modelling Group Ltd. Q2 25

1

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statements of Operations and Comprehensive Income

omprehensive Income
	Three months ended		Six	months ended
	September 30			September 30
UNAUDITED (thousands of Canadian $ except per share	2024	2023	2024		2023
amounts)
Revenue (note 7)	29,467	22,633	59,990		43,381
Cost of revenue	5,692	2,493	11,884		4,398
Gross profit	23,775	20,140	48,106		38,983
Operating expenses
Sales and marketing	4,229	3,384	9,160		5,739
Research and development (note 8)	6,428	4,767	14,673		8,819
General and administrative	4,688	4,263	10,177		6,935
	15,345	12,414	34,010		21,493
Operating profit	8,430	7,726	14,096		17,490
Finance income (note 9)	761	1,548	1,639		1,452
Finance costs (note 9)	(1,072)	(481)	(1,363)		(1,001)
Change in fair value of contingent consideration (note 12)	(2,112)	-	(1,913)		-
Profit before income and other taxes	6,007	8,793	12,459		17,941
Income and othertaxes (note10)	2,244	2,277	**4,732 **		4,521
Net income for the period	3,763	6,516	7,727		13,420
Other comprehensive income:
Foreign currency translation adjustment	(189)	4	710		4
Other comprehensive income	(189)	4	710		4
Total comprehensive income	3,574	6,520	8,437		13,424
Net income per share – basic (note 11(d))	0.05	0.08	0.09		0.17
Net income per share – diluted (note 11(d))	0.05	0.08	0.09		0.16
Dividendper share	0.05	0.05	0.10		0.10

See accompanying notes to condensed consolidated interim financial statements

Computer Modelling Group Ltd. Q2 25

2

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statements of Changes in Equity

			Accumulated
			other
	Share	Contributed	comprehensive			Total
UNAUDITED (thousands of Canadian $)	capital	surplus	income (loss)	Deficit		equity
Balance, April 1, 2023	81,820	15,471	-	(44,841)		52,450
Net income for the period	-	-	-	13,420		13,420
Foreign currency translation adjustment	-	-	4	-		4
Dividends paid	-	-	-	(8,081)		(8,081)
Shares issued on exercise of stock options	1,426	(213)	-	-		1,213
(note 11(b))
Stock-based compensation:
Currentperiod expense(note 11(c))	-	354	-	-		354
Balance, September 30, 2023	83,246	15,612	4	(39,502)		59,360
Balance, April 1, 2024	87,304	15,667	(367)	(34,789)		67,815
Net income	-	-	-	7,727		7,727
Foreign currency translation adjustment	-	-	710		-	710
Dividends paid	-	-	-	(8,177)		(8,177)
Shares issued on exercise of stock options
(note 11(b))	3,193	(464)	-		-	2,729
Shares issued on redemption of restricted
share units (note 11(b))	343	-	-		-	343
Shares issued on redemption of
performance share units (note 11(b))	243	-	-		-	243
Stock-based compensation:
Current period expense (note 11(c))	-	689	-		-	689
Balance, September 30, 2024	91,083	15,892	343	(35,239)		72,079

See accompanying notes to condensed consolidated interim financial statement

Computer Modelling Group Ltd. Q2 25

3

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statements of Cash Flows

Three months ended September 30	Six months ended September 30 2024 2023
UNAUDITED(thousands of Canadian$) 2024 2023
Operating activities Net income 3,763 6,516 Adjustments for: Depreciation and amortization of property, equipment, right- of use assets 1,283 892 Amortization of intangible assets 664 129 Deferred income tax expense (recovery) (note 10) 575 2,028 Stock-based compensation (note 11(c)) (2,106) 1,604 Foreign exchange and other non-cash items 810 322 Change in fair value of contingent consideration (note 12) 2,112 -	7,727 13,420 2,501 1,796 1,329 186 (78) 1,978 (214) 1,709 438 322 1,913 -
Funds flow from operations 7,101 11,491 Movement in non-cash working capital: Trade and other receivables (11,965) (581) Trade payables and accrued liabilities 264 405 Prepaid expenses and other assets 74 291 Income taxes receivable (payable) 687 (1,612) Deferred revenue 1,384 3,044	13,616 19,411 1,846 3,301 (3,067) (2,389) 108 290 2,111 (1,251) (8,846) (5,137)
Change in non-cash working capital (9,556) 1,547	(7,848) (5,186)
Net cash provided by (used in) operating activities (2,455) 13,038	5,768 14,225
Financing activities Repayment of acquired line of credit - (2,012) Proceeds from issuance of common shares 480 512 Repayment of lease liabilities (note 6) (769) (412) Dividends paid (4,101) (4,042)	- (2,012) 2,729 1,213 (1,512) (824) (8,177) (8,081)
Net cash used in financing activities (4,390) (5,954)	(6,960) (9,704)
Investing activities Corporate acquisition, net of cash acquired (note 3) - (23,050) Property and equipment additions (236) (51)	- (23,050) (329) (96)
Net cash used in investing activities (236) (23,101)	(329) (23,146)
Increase (decrease) in cash (7,081) (16,017) Effect of foreign exchange on cash (638) - Cash, beginning ofperiod 69,092 64,242	(1,521) (18,625) (189) - 63,083 66,850
Cash, end ofperiod 61,373 48,225	61,373 48,225
Supplementary cash flow information Interest received (note 9) 761 692 Interest paid (notes 6 and 9) 479 481 Income taxespaid 4,229 2,580	1,639 1,452 942 950 5,725 4,358

See accompanying notes to condensed consolidated interim financial statements.

Computer Modelling Group Ltd. Q2 25

4

Condensed Consolidated Interim Financial Statements

Notes to Condensed Consolidated Interim Financial Statements

For the three and six months ended September 30, 2024 and 2023.

1. Reporting Entity:

Computer Modelling Group Ltd. (“CMG Group” or “the Company”) is a company domiciled in Alberta, Canada and is incorporated pursuant to the Alberta Business Corporations Act, with its common shares listed on the Toronto Stock Exchange under the symbol “CMG”. The address of CMG Group’s registered office is 3710 33 Street N.W., Calgary, Alberta, Canada, T2L 2M1. The consolidated financial statements as at and for the three and six months ended September 30, 2024, comprise CMG Group and its subsidiaries: Computer Modelling Group Inc., CMG Middle East FZ LLC, CMGL Services Corporation Inc., CMG Europe Ltd., and CMG Collaboration Centre India Private Ltd., (together referred to as “CMG”), and CMG Holdings (USA) Inc., BluwareHeadwave Ventures Inc., Bluware Inc., and Bluware AS, (together referred to as “BHV”). The Company is a global software and consulting technology company engaged in both the development and licensing of reservoir simulation and seismic interpretation software. The Company also provides professional services consisting of highly specialized support, consulting, training, and contract research activities.

2. Basis of Preparation:

(a) Statement of Compliance:

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, under IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the Company’s most recent annual audited consolidated financial statements of the Company for the year ended March 31, 2024.

These condensed consolidated interim financial statements were prepared using accounting policies and methods of their application are consistent with those used in the preparation of the Company’s consolidated annual financial statements for the year ended March 31, 2024, except as noted in Note 2 (e).

These unaudited condensed consolidated interim financial statements as at and for the three and six months ended September 30, 2024, were authorized for issuance by the Board of Directors on November 12, 2024.

(b) Basis of Measurement:

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain assets and liabilities initially recognized in connection with business combinations, which are measured at their estimated fair value at the time of the transaction, and contingent consideration related to business combinations which is recorded at fair value at each reporting date.

(c) Functional and Presentation Currency:

The condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. The functional currency of CMG Holdings (USA) Inc., Bluware-Headwave Ventures Inc. and Bluware Inc. has been determined to be United States dollar. The functional currency of Bluware AS has been determined to be Norwegian Krone. All financial information presented in Canadian dollars has been rounded to the nearest thousand.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

5

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

(d) Use of Estimates, Judgments and Assumptions:

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets, liabilities, revenues and expenses at the date of the financial statements and the reported amounts of revenue, costs and expenses.

Estimates and underlying assumptions are based on historical experience and other assumptions that are considered reasonable in the circumstances and are reviewed on an ongoing basis. Actual results may differ from such estimates and it is possible that the differences could be material. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Unless otherwise noted within these condensed consolidated interim financial statements, the significant estimates, judgments and assumptions are consistent with those used in the preparation of Company’s consolidated annual financial statements for the year ended March 31, 2024.

(e) Change in Accounting Policy:

The Company has adopted Classification of Liabilities as Current or Non-current – Amendments to IAS 1 , as issued in 2020 and 2022. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024. They clarify certain requirements for determining whether a liability should be classified as current or non-current.

Due to the change in policy, there is a retrospective impact on the comparative statement of financial position, as the Company has a deferred share unit (DSU) plan for non-management directors which are redeemable in cash upon the director’s retirement. In the case of a director retiring, the director’s respective DSU liability would become payable and the Company would not have the right to defer settlement of the liability for at least 12 months. Additionally, the Company has a restricted share unit (RSU) plan for employees, of which those employees under the Canadian RSU plan have the option to settle RSU’s in cash or for an equal number of common shares and employees under the International RSU plan have the option to settle in cash. For employee’s over the age of sixty, all of the participant’s RSU’s and dividend RSU’s will vest one year following the participant’s retirement or throughout the vesting period, whichever is earlier. The participant’s respective RSU liability would therefore become payable within 12 months and the Company would not have the right to defer settlement of the liability beyond a 12 month period.

As such, certain liabilities are impacted by the revised policy and are now classified as current at September 30, 2024, because the DSU’s can be redeemed by the holders within 12 months after the reporting period and RSU participants that retire will have all RSU units available to settle within 12 months after the reporting period. Additionally, the following presentation changes were made to the Statement of Financial Position to reflect the retrospective impact of the revised policy:

• As of April 1, 2023, accounts payable and accrued liabilities increased by $1.2 million and long-term stock-based compensation liabilities decreased by $1.2 million.

• As of March 31, 2024, accounts payable and accrued liabilities increased by $2.0 million and long-term stock-based compensation liabilities decreased by $2.0 million.

The change in accounting policy will also be reflected in the Company’s consolidated financial statements as at and for the year ending March 31, 2025.

(f) Environmental Reporting Regulations:

Environmental reporting for public enterprises continues to evolve and the Company may be subject to additional future disclosure requirements. The International Sustainability Standards Board ("ISSB") has issued an IFRS Sustainability Disclosure Standard with the objective to develop a global framework for environmental sustainability disclosure. The Canadian Sustainability Standards Board has released proposed standards that are aligned with the ISSB release, but include suggestions for Canadian-specific modifications. The Canadian Securities Administrators have also issued a proposed National Instrument

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

6

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

51-107 Disclosure of Climate-related Matters which sets forth additional reporting requirements for Canadian Public Companies. The Company continues to monitor developments on these reporting requirements and has not yet assessed the impact with these regulations.

3. Acquisitions:

Bluware-Headwave Ventures Inc. Acquisition:

On September 25, 2023, CMG Group completed the acquisition of 100% of the outstanding shares of BHV, a software and services company specializing in cloud and interactive deep learning solutions for subsurface decision-making including seismic interpretation. The purchase price consideration of $27.8 million consisted of cash purchase consideration of $24.0 million paid on closing, $2.3 million withheld as an indemnification holdback for a period of 12 months which is recorded as acquisition holdback payable and $1.5 million of earnout contingent consideration.

There is an earnout provision of up to US$8.0 million payable if certain revenue thresholds and cash collections related to key contracts of BHV are met during the 18-month period after closing. Payments pursuant to the earnout will be settled in cash no later than 90 days following March 25, 2025. The earnout is treated as contingent consideration and was valued at $1.5 million at the acquisition date using a discount rate of 15.6%. The fair value of the contingent consideration will be assessed for remeasurement at each reporting period end until the earnout period expires. The contingent consideration was remeasured to $3.4 million as of September 30, 2024.

The acquisition was accounted for as a business combination, under the acquisition method, whereby the net assets acquired, and liabilities assumed were recorded at fair value at the acquisition date and the results of operations included in these consolidated financial statements from the date of the acquisition.

Goodwill of $4.4 million recognized in connection with this acquisition is primarily attributable to CMG Group’s best practices to improve the operations of the BHV, opportunities for BHV to increase sales to new customers and margins on revenue as the business expands, and other intangible assets that do not qualify for separate recognition including the assembled workforce. Goodwill is not deductible for income tax purposes.

The total consideration paid and estimates of the fair value of assets and liabilities acquired as at the date of acquisition are set forth in the table below. The purchase price equation was based on management’s best estimate of the assets acquired and liabilities assumed. There were no measurement period adjustments recorded during the three months ended September 30, 2024. During the six months ended September 30, 2024, as a result of tax returns filed for BHV during the first quarter of fiscal 2025, there was a revision to Deferred tax liability, Income taxes payable, and Goodwill. The purchase price allocation is considered final.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

7

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

(thousands of $)
Fair value of net assets acquired Cash Net working capital, excluding deferred revenue Right-of-use assets Lease liabilities Deferred revenue Line of credit(1) Other assets and liabilities Intangible assets: technology Intangible assets: customer relationships Intangible assets: trade name and trademarks Income taxes payable(2) Deferred tax liability (2)
	1,203
	2,637
	1,332
	(1,327)
	(1,413)
	(2,012)
	249
	20,338
	2,349
	1,176
	(532)
	(665)
Net assets acquired	23,335
Goodwill(2)	4,399
Totalpurchase consideration	27,734
Consideration Cash Acquisition holdback payable Contingent consideration
	23,958
	2,281
	1,495
Total consideration	27,734

(1) Subsequent to the acquisition, the line of credit was repaid.

(2) As a result of tax returns filed in Q1 2025, the estimated fair value of the deferred tax liability and income taxes payable acquired has been increased by $0.2 million and $0.5 million, respectively, during the remeasurement period. This decrease to the fair value of net assets acquired had a corresponding increase in goodwill recognized on acquisition.

As part of the acquisition, $1.2 million is payable to employees of BHV of which $0.4 million was paid after three months, $0.5 million is payable at the end of the holdback period and $0.3 million is payable at the end of the earnout period, all of which are accounted for as post-combination remuneration and accrued as the service is provided. During the six months ended September 30, 2024, $0.4 million of post-combination remuneration was recognized as acquisition-related costs within general and administrative expenses.

4. Segmented Information:

The Company provides professional services, consisting of support, training, consulting and contract research activities, to promote the use and development of its software; however, these activities are considered a single line of business and all products function around this purpose and are not evaluated as a separate business segment. The Company’s operations are organized into two reportable operating segments represented by CMG, the development and licensing of reservoir simulation software, and BHV, the development and licensing of seismic interpretation software.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

8

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

	CMG	BHV(1)	CMG Group
Three months ended September 30, (thousands of$)	2024 2023	2024 2023	2024 2023
Revenue Cost of revenue	22,325 22,069 2,332 2,271	7,142 564 3,360 222	29,467 22,633 5,692 2,493
Grossprofit	19,993 19,798	3,782 342	23,775 20,140
Operating expenses Sales and marketing Research and development General and administrative	3,363 3,362 4,463 4,651	866 22 1,965 116	4,229 3,384 6,428 4,767 4,688 4,263
	3,389 4,214	1,299 49
	11,215 12,227	4,130 187	15,345 12,414
Operating profit	8,778 7,571	(348) 155	8,430 7,726
Net finance income (cost) Change in fair value of contingent consideration	(234) 1,091	(77) (24)	(311) 1,067 (2,112) -
	(2,112) -
		- -
Profit (loss) before income and other taxes Income and other taxes	6,432 8,662 1,802 2,239	(425) 131 442 38	6,007 8,793 2,244 2,277
Net income(loss) for theperiod	4,630 6,423	(867) 93	3,763 6,516

(1) Q2 of fiscal 2025 includes a full period of BHV operations as compared to Q2 of fiscal 2024 which only includes 5 days as BHV was acquired September 25, 2023.

	CMG	BHV(1)	CMG Group
Six months ended September 30, (thousands of$)	2024 2023	2024 2023	2024 2023
Revenue Cost of revenue	45,472 42,817 4,952 4,176	14,518 564 6,932 222	59,990 43,381 11,884 4,398
Grossprofit	40,520 38,641	7,586 342	48,106 38,983
Operating expenses Sales and marketing Research and development General and administrative	7,504 5,717 10,514 8,703	1,656 22 4,159 116	9,160 5,739 14,673 8,819 10,177 6,935
	7,533 6,886	2,644 49
	25,551 21,306	8,459 187	34,010 21,493
Operating profit	14,969 17,335	(873) 155	14,096 17,490
Net finance income (cost) Change in fair value of contingent consideration	355 475	(79) (24)	276 451 (1,913) -
	(1,913) -
		- -
Profit (loss) before income and other taxes Income and other taxes	13,411 17,810 3,416 4,483	(952) 131 1,316 38	12,459 17,941 4,732 4,521
Net income(loss) for theperiod	9,995 13,327	(2,268) 93	7,727 13,420

(1) Q2 year-to-date of fiscal 2025 includes two full periods of BHV operations as compared to Q2 year-to-date of fiscal 2024 which only includes 5 days as BHV was acquired September 25, 2023.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

9

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

Non-current assets including property, equipment, intangible, right-of-use assets, and goodwill of the Company, are located in the following geographic regions (for revenue by geographic region, refer to note 7), based on location of the respective operations:

(thousands of $)	September 30, 2024 March 31, 2024
Canada United States South America Eastern Hemisphere(1)	55,607 58,188 8,791 4,255 358 80 1,148 109
	65,904 62,632

(1) Includes Europe, Africa, Asia and Australia

5. Deferred Revenue:

The following table presents changes in the deferred revenue balance:

The following table presents changes in the deferred revenue balance:
(thousands of $)	September 30, 2024 March 31, 2024
Balance, beginning of period Acquired deferred revenue (note 4) Invoiced during the period, excluding amounts recognized as revenue during the period Recognition of deferred revenue included in the balance of acquired deferred revenue Recognition of deferred revenue included in the balance at the beginning of the period	41,120 34,797 - 1,413 20,138 39,815 24 (1,328) (29,008) (33,577)
Balance, end of period	32,274 41,120

The Company’s deferred revenues are subject to fluctuation. The above table demonstrates the normal trend in deferred revenue, whereby most renewals occur in the fourth quarter. This results in a higher deferred revenue balance recognized during the fourth quarter, which is reduced throughout the remainder of the year.

6. Lease Liabilities:

The Company’s leases are for office space in Canada, United States, Colombia, and Norway, the most significant of which is the twenty-year head office lease in Calgary, Canada that commenced in 2017. These leases contain renewal options for additional terms, but since the Company is not reasonably certain it will exercise the renewal options, they have not been included in the measurement of the lease obligations.

(thousands of $)	September 30, 2024 March 31, 2024
Balance, beginning of year Additions Acquired lease liabilities (note 3) Interest on lease liabilities (note 9) Leasepayments	36,961 37,980 2,335 - - 1,327 942 1,908 (2,454) (4,254)
Balance, end ofperiod	37,784 36,961
Current Long-term	2,263 2,566 35,521 34,395

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements 10

The following table presents contractual undiscounted payments for lease liabilities as at September 30, 2024:

(thousands of $)
Less than one year	4,024
Between one and five years	16,286
More than fiveyears	30,707
Total undiscounted payments	51,017

7. Revenue:

In the following table, revenue is disaggregated by reportable segment and geographical region based on where the customer is located and timing of revenue recognition. In the case of revenues recognized through a reseller arrangement the geographic segmentation is based on the resellers’ location:

Three months ended September 30, (thousands of$)	2024	2023
($ thousands) Canada United States South America Eastern Hemisp here(1)	Total Canada United States South America Eastern Hemisp here(1)
		Total
CMG Annuity/maintenance 3,249 3,874 2,144 7,527 Perpetual license - - - 2,149	16,794 3,318 4,541 2,458 7,124
		17,441
	2,149 - - 324 852	1,176
Total software revenue 3,249 3,874 2,144 9,676	18,943 3,318 4,541 2,782 7,976	18,617
Professional services 2,382 22 615 363	3,382 2,228 234 571 419	3,452
Total CMG revenue 5,631 3,896 2,759 10,039	22,325 5,546 4,775 3,353 8,395	22,069
BHV Annuity maintenance - 256 273 979 Annuitylicense fee - 37 34 -	1,508 - 42 19 108
		169
	71 - - - -	-
Total software revenue - 293 307 979	1,579 - 42 19 108	169
Professional services - 4,933 - 630	5,563 - 358 - 37	395
Total BHV revenue - 5,226 307 1,609	7,142 - 400 19 145	564
Total revenue 5,631 9,122 3,066 11,648	29,467 5,546 5,175 3,372 8,540	22,633

(1) Includes Europe, Africa, Asia and Australia.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

11

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

Six months ended September 30, (thousands of$)	2024	2023
($ thousands) Canada United States South America Eastern Hemisp here(1)	Total Canada United States South America Eastern Hemisp here(1)
		Total
CMG Annuity/maintenance 6,478 8,242 4,142 15,689 Perpetual license - 1,337 - 2,922	34,551 6,559 8,795 4,280 13,414 4,259 115 233 324 2,353
		33,048
		3,025
Total software revenue 6,478 9,579 4,142 18,611	38,810 6,674 9,028 4,604 15,767	36,073
Professional services 4,716 256 956 734	6,662 4,576 489 947 732	6,744
Total CMG revenue 11,194 9,835 5,098 19,345	45,472 11,250 9,517 5,551 16,499	42,817
BHV Annuity maintenance - 506 611 1,969 Annuitylicense fee - 77 67 105	3,086 - 42 19 108
		169
	249 - - - -	-
Total software revenue - 583 678 2,074	3,335 - 42 19 108	169
Professional services - 9,734 - 1,449	11,183 - 358 - 37	395
Total BHV revenue - 10,317 678 3,523	14,518 - 400 19 145	564
Total revenue 11,194 20,152 5,776 22,868	59,990 11,250 9,917 5,570 16,644	43,381

(1) Includes Europe, Africa, Asia and Australia.

The amount of revenue recognized during the six months ended September 30, 2024 from performance obligations satisfied (or partially satisfied) in previous periods is $3.3 million (six months ended September 30, 2023 – $1.4 million).

The Company applies the practical expedient available under IFRS 15 and does not disclose the amount of the transaction price allocated to unsatisfied performance obligations if the underlying contract has an expected duration of one year or less.

Receivables and contract assets from contracts with customers included in “Trade and other receivables” were as follows:

(thousands of $)	September 30, 2024 March 31, 2024
Receivables	30,035 35,137
Contract assets	1,055 1,045

During the six months ended September 30, 2024, one customer comprised 25% of the Company’s total revenue (six months ended September 30, 2023 – one customer, 10.4%).

8. Research and Development Costs:

	Three months ended September 30,	Three months ended September 30,	Three months ended September 30,	Six months ended September 30,	Six months ended September 30,
		2024	2023	2024	2023
(thousands of$)
Research and development	6,463		4,862	14,747	9,026
Scientific research and experimental
development (“SR&ED”) investment tax
credits		(35)	(95)	(74)	(207)
	6,428		4,767	14,673	8,819

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements 12

9. Finance Income and Finance Costs:

	Three months ended September 30,	Three months ended September 30,	Six months ended September 30,	Six months ended September 30,
	2024	2023	2024	2023
(thousands of$)
Interest income	761	692	1,639	1,452
Net foreign exchangegain	-	856	-	-
Finance income	761	1,548	1,639	1,452
Interest expense on lease liabilities (note
6)	(479)	(481)	(942)	(950)
Net foreign exchange loss	(593)	-	(421)	(51)
Finance costs	(1,072)	(481)	(1,363)	(1,001)

10. Income and Other Taxes:

The major components of income tax expense are as follows:

Six months ended September 30, (thousands of $)	2024 2023
Current year income tax expense Adjustment forprioryear	3,286 2,194 878 (91)
Current year income taxes Deferred tax expense (recovery) Foreign withholdingand other taxes	4,164 2,103 (78) 1,978 646 440
	4,732 4,521

The provision for income and other taxes reported differs from the amount computed by applying the combined Canadian Federal and Provincial statutory rate to the profit before income and other taxes. The reasons for this difference and the related tax effects are as follows:

Six months ended September 30, (thousands of $, unless otherwise stated)	2024 2023
Combined statutorytax rate	23.00% 23.00%
Expected income tax Non-deductible costs Withholding taxes Effect of tax rates in foreign jurisdictions Adjustment for prior year Other	2,867 4,127 784 94 200 318 (113) (6) 878 (91) 116 79
	4,732 4,521

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

13

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

The components of the Company’s deferred tax liability are as follows:

The components of the Company’s deferred tax liability are as follows:
(thousands of $)	September 30, 2024 March 31, 2024
Other current liabilities Right-of-use assets Stock-based compensation liability Property and equipment Intangible assets Federal loss carryforward Foreign income tax credit carryforward SR&ED investment tax credits	120 191 1,793 1,733 999 1,342 25 84 (5,087) (5,421) 138 104 389 385 (17) (79)
Deferred tax asset(liability)	(1,640) (1,661)
Deferred tax asset Deferred tax liability	136 - (1,776) (1,661)

All movement in deferred tax assets and liabilities is recognized through net income of the respective period. Deferred tax assets and liabilities are offset only when a legally enforceable right to offset exists and the deferred tax assets and liabilities arise in the same tax jurisdiction and relate to the same taxable entity.

Prepaid income taxes and current income taxes payable have not been offset as the amounts relate to income taxes levied by different tax authorities on different taxable entities.

11. Share Capital:

(a) Authorized:

An unlimited number of common shares, an unlimited number of non-voting shares, and an unlimited number of preferred shares, issuable in series.

(b) Issued:

(b)Issued:
(thousands of shares)	Common shares
Balance, April 1, 2023	80,637
Issued on exercise of stock options	242
Balance, September 30, 2023	80,879
Balance, April 1, 2024	81,392
Issued on redemption of performance share units	17
Issued on redemption of restricted share units	29
Issued for cash on exercise of stock options	511
Balance, September 30, 2024	81,949

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

14

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

(c) Stock-Based Compensation:

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense:

	Three months ended September 30,	Three months ended September 30,	Six months ended September 30,	Six months ended September 30,
			2024	2023
(thousands of$)	2024	2023
Equity-settled plans	414	182	689	354
Cash-settledplans	(182)	2,109	2,449	2,041
Total stock-based compensation expense	232	2,291	3,138	2,395

Liability Recognized for Stock-Based Compensation[(1)]

The following table summarizes liabilities for the Company’s cash-settled plans:

The following table summarizes liabilities for the Company’s cash-settled	plans:
(thousands of $)	September 30, 2024 March 31, 2024(2)
SARs RSUs PSUs DSUs	541 1,278 1,523 2,128 120 519 2,162 1,910
Total stock-based compensation liability	4,346 5,835
Current, recorded within trade payables and accrued liabilities Long-term	4,093 5,211 253 624

(1) The intrinsic value of the vested awards at September 30, 2024 is $2.5 million.

(2) As noted in note 2(e), certain amounts were reclassified to current, from long-term for the period of March 31, 2024, due to the adoption of Classification of Liabilities as Current or Non-current – Amendments to IAS 1 , as issued in 2020 and 2021.

The Company has several stock-based compensation plans, including a stock option plan, a share appreciation rights plan, a performance share unit and restricted share unit plan, and a deferred share unit plan.

The maximum number of common shares reserved for issuance under the Company’s security-based compensation plans is limited to 10% of the issued and outstanding common shares. Based on this calculation, at September 30, 2024, the Company may reserve up to 8,194,952 common shares for issuance under its security-based compensation plans.

(i) Stock Option Plan

The Company adopted a rolling stock option plan as of July 13, 2005, which was most recently reaffirmed by the Company’s shareholders on July 6, 2023. Stock options granted by the Company provide the holder with the right to purchase common shares at the market price on the grant date, subject to fulfilling vesting terms. The majority of the Company’s options vest over a three-year period, with fifty percent vesting on the first-year anniversary from the grant date and 25% vesting on each of the second- and third-year anniversary dates. The Company has also granted stock options that vest when certain share price thresholds are achieved. All stock options have a three to five-year life.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

15

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

The following table outlines changes in stock options:

	Six months ended September 30, 2024 Year ended March 31,2024
	Number of Options (thousands) Weighted Average Exercise Price ($/share) Number of Options (thousands) Weighted Average Exercise Price ($/share)
Outstanding at beginning of period Granted(1) Exercised Forfeited/expired	4,393 5.17 5,017 5.21 200 12.63 376 8.52 (511) 5.31 (687) 6.04 (2) 3.98 (313) 7.83
Outstandingat end ofperiod	4,080 5.52 4,393 5.17
Options exercisable at end of period	1,725 5.15 1,131 5.01

(1) 200,000 stock options granted during the six months ended September 30, 2024, are exercisable when specified share price targets are achieved.

The range of exercise prices of stock options outstanding and exercisable at September 30, 2024 is as follows:

			Outstanding		Exercisable
		Weighted
		Average	Weighted		Weighted
		Remaining	Average	Number of	Average
Exercise Price	Number of Options	Contractual Life	Exercise Price	Options	Exercise Price
($/option)	(thousands)	(years)	($/option)	(thousands)	($/option)
3.98 to 4.62	596	2.2	4.17	420	4.04
4.63 to 4.87	1,800	2.7	4.74	500	4.74
4.88 to 5.04	615	3	5.00	349	5.00
5.05 to 5.88	465	2.3	5.32	240	5.20
5.89 to 8.51	10	1.4	6.59	10	6.59
8.52 to 12.63	594	3.4	9.91	206	8.54
	4,080	2.7	5.52	1,725	5.15

During the six months ended September 30, 2024, CMG issued a grant of 200,000 performance-based stock options. The performance factors are as follows for the performance-based stock options to become fully vested and exercisable:

• 75,000 stock options vest and become exercisable when a share price of $15 has been achieved for three consecutive months.

• 125,000 stock options vest and become exercisable when a share price of $20 has been achieved for three consecutive months.

A Black Scholes pricing model was utilized in the valuing of this grant and the assumptions used to fair value this grant are included in the table below. The weighted average fair value per option is $2.09 and was measured on May 28, 2024. The expected volatility considers the historical volatility in the price of CMG’s common shares over a period similar to the life of the options.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

16

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

	Six months ended September 30, 2024 Year ended March 31,2024
Fair value at grant date ($/option) Share price at grant date ($/share) Risk-free interest rate (%) Estimated hold period prior to exercise (years) Volatility in the price of common shares (%) Dividend yield per common share (%)	1.70 to 2.74 2.35 to 2.81 12.63 8.52 4.11 to 4.23 4.47 to 4.66 2 to 3 3 to 4 39 to 40 40 to 43 1.58 2.32

(ii) Share Appreciation Rights Plan

The Company adopted a share appreciation rights plan (“SAR Plan”) in November 2015. A share appreciation right (“SAR”) entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the Company’s common shares on the date the SAR is exercised. SARs are granted to executive officers and employees residing and working outside of Canada.

The following table outlines changes in SARs:

	Six months ended September 30, 2024 Year ended March 31,2024
	Number of SARs (thousands) Weighted Average Exercise Price ($/SAR) Number of SARs (thousands) Weighted Average Exercise Price ($/SAR)
Outstanding at beginning of period Granted Exercised Forfeited/expired	563 6.50 957 6.47 - - 131 8.52 (229) 6.03 (345) 5.99 (216) 7.39 (180) 8.88
Outstandingat end ofperiod	118 5.75 563 6.50
SARs exercisable at end of period	55 4.47 138 5.25

(iii) Share Unit Plans

Performance Share Units (PSUs) and Restricted Share Units (RSUs)

The Performance Share Unit and Restricted Share Unit Plan (“PSU & RSU Plan”) is open to all employees and contractors of the Company. Upon vesting, PSUs and RSUs can be exchanged for common shares of the Company or surrendered for cash at the option of the holder.

The International Employees PSU & RSU Plan includes substantially the same terms, conditions, and PSU performance criteria as the PSU & RSU Plan, with the main two exceptions being that (i) it is available only to employees and contractors residing and working outside of Canada and (ii) PSUs and RSUs under this plan can be redeemed for cash only.

Deferred Share Units (DSUs)

The DSU Plan was adopted in May 2017 and is limited to non-employee members of the Board of Directors. DSUs vest immediately but are redeemable for cash only after a director ceases Board of Director membership.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

17

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

The following table summarizes the activity related to the Company’s share unit plans:

(thousands)	Six months ended September 30, 2024 Year ended March 31,2024
	RSUs PSUs DSUs RSUs PSUs DSUs
Outstanding at beginning of period Granted Exercised Forfeited/expired	394 117 187 542 68 163 3 28 2 158 87 57 (150) (47) - (240) (38) (33) (27) (12) - (66) - -
Outstanding at end of period	220 86 189 394 117 187

(d) Earnings Per Share:

The following table summarizes the earnings and weighted average number of common shares used in calculating basic and diluted earnings per share:

Three months ended September 30, (thousands except per share amounts)	2024 2023
	Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Earnings ($) Weighted average shares outstanding Earnings per share ($/share)
Basic Dilutive effect of share-based awards	3,763 81,887 0.05 6,516 80,834 0.08 1,302 1,905
Diluted	3,763 83,189 0.05 6,516 82,739 0.08
Six months ended September 30, (thousands except per share amounts)	2024 2023
	Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Earnings ($) Weighted average shares outstanding Earnings per share ($/share)
Basic Dilutive effect of share-based awards	7,727 81,688 0.09 13,420 80,761 0.17 1,174 1,793
Diluted	7,727 82,862 0.09 13,420 82,554 0.16

During the three and six months ended September 30, 2024 26,611 and nil awards, respectively, were excluded from the computation of the weighted average number of diluted shares outstanding because their effect was not dilutive (three and six months ended September 30, 2023 - nil awards).

12. Financial Instruments and Risk Management:

The Company’s financial instruments consist of financial assets which include cash, restricted cash and trade and other receivables which are classified as and measured at amortized cost, which approximates their fair values, as well as financial liabilities include trade payables and accrued liabilities (excluding stock-based compensation payable), acquisition holdback payable, and other long-term liabilities which are classified as other financial liabilities and, using level 2 inputs, are measured at amortized cost, which approximates their fair values.

The acquisition earnout liability is classified as long-term and using level 3 inputs is recorded at an estimated fair value of $3.4 million as at September 30, 2024 ($1.5 million – March 31, 2024). Estimates of the fair value of contingent consideration are

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

18

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements

performed by the Company on a quarterly basis, with adjustments to the estimated fair value being recorded in the condensed consolidated statement of operations and comprehensive income. Key unobservable inputs include forecasted revenue targets and the discount rate of 12.7%. The fair value of contingent consideration is measured using a discounted cash flow analysis of expected cash flows in future periods. The estimated fair value increases as the expected cash flow increases and as the discount rate decreases and vice versa.

The different levels in the fair value hierarchy have been defined as follows:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

• Level 3: Inputs for the asset or liability that are not based on observable market data.

There were no transfers of fair value measurement between level 1, 2, and 3 of the fair value hierarchy in the periods ended September 30, 2024 and March 31, 2024.

13. Commitments:

(a) Research Commitment:

CMG, in partnership with Shell Global Solutions International B.V. (“Shell”) at present, and also in partnership with Petroleo Brasileiro S.A. historically, is the developer of CoFlow, the newest generation of reservoir and production system simulation software.

On January 1, 2017, Shell and CMG entered into an agreement (the “CoFlow Agreement”) with an initial five-year term whereby CMG would be responsible for the research and development costs of CoFlow and Shell would be responsible for providing a contribution for the continuing development of the software.

On December 21, 2020, the CoFlow Agreement was amended when Shell exercised its right to request a five-year term extension, commencing January 1, 2022. All other terms and conditions in the CoFlow Agreement, including any related amendments, remain unchanged and in full force and effect during the extended term. In September 2021, CMG and Shell agreed that CMG would add and/or allocate up to six additional full-time employees in order to accelerate CoFlow development and support targeted CoFlow deployments, and Shell’s contribution would increase accordingly.

During the three and six months ended September 30, 2024, CMG recorded professional services revenue of $2.1 million and $4.2 million, respectively (three and six months ended September 30, 2023 - $1.9 million and $3.8 million, respectively), and CoFlow costs of $1.5 million and $3.9 million, respectively, to research and development expenses (three and six months ended September 30, 2023 -$1.9 million and $3.6 million).

(b) Commitments:

The Company’s commitments include operating cost commitments:

The Company’s commitments include operating cost commitments:
(thousands of $)	September 30, 2024
Less than one year Between one and five years More than fiveyears	1,288
	5,246
	8,484
	15,018

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements 19

14. Line of Credit:

The Company has arranged for a $2.0 million line of credit with its principal banker, which can be drawn down by way of a demand operating credit facility or may be used to support letters of credit. As at September 30, 2024, $1.3 million (September 30, 2023 - $1.1 million) had been reserved on this line of credit for letters of credit supporting performance bonds.

15. Subsequent Event:

(a) Dividend Declaration:

On November 12, 2024, the Board of Directors declared a quarterly cash dividend of $0.05 per share on its common shares, payable on December 13, 2024 to all shareholders of record at the close of business on December 5, 2024.

(b) Sharp Reflections GmbH Acquisition:

On November 12, 2024, CMG completed the acquisition of 100% of the outstanding shares of Sharp Reflections GmbH (“Sharp”), a software and services company specializing in seismic processing and interpretation. The acquisition of Sharp will enable us to further expand CMG Group’s business in the seismic portion of the upstream energy workflow. The purchase price consideration is € 25.0 million (approximately $37.0 million) plus an amount equivalent to Sharp’s cash on hand immediately prior to acquisition. A payment of €22.0 million (approximately $32.6 million) was paid on closing, and €3.0 million (approximately $4.4 million) withheld. Of the withheld amount €2.2 million (approximately $3.3 million) plus Sharp’s cash on hand will be withheld for approximately 60 days, and the remaining €0.8 million (approximately $1.1 million) will be withheld for a period of 18 months. These amounts will be recorded as acquisition holdback payable and long-term acquisition holdback payable.

During the three and six months ended September 30, 2024, the Company incurred $0.4 million of transaction costs, including legal, travel and professional services related to the acquisition of Sharp. These costs have been included in General and administrative expenses.

As of November 12, 2024, due to the timing and complexity of the acquisition, CMG is in the process of determining and finalizing the estimated fair value of the net assets acquired and therefore a provisional purchase price allocation is not yet completed and available to be disclosed. Revenue and profit or loss of Sharp from the closing date of November 12, 2024, and proforma disclosure showing the impact to revenue and profit or loss if Sharp were acquired on April 1, 2024, will be included in the Company’s third quarter of fiscal 2025 condensed consolidated interim financial statements.

Computer Modelling Group Ltd. Q2 25 Computer Modelling Group Ltd. Q2 25

20

Notes to the Condensed Consolidated Interim Financial Statements Notes to the Condensed Consolidated Interim Financial Statements