Consolidated Financial Statements (In euros)

Topicus.com Inc.

For the years ended December 31, 2024 and 2023

KPMG

KPMG LLP
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel 905-265 5900
Fax 905-265 6390
www.kpmg.ca

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Topicus.com Inc.

Opinion

We have audited the consolidated financial statements of Topicus.com Inc. (the Entity), which comprise:

the consolidated statements of financial position as at December 31, 2024 and December 31, 2023
the consolidated statements of income (loss) for the years then ended
the consolidated statements of comprehensive income (loss) for the years then ended
the consolidated statements of changes in shareholders' equity for the years then ended
the consolidated statements of cash flows for the years then ended
and notes to the consolidated financial statements, including a summary of material accounting policy information

(Hereinafter referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2024 and December 31, 2023, its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP. Document classification: KPMG Confidential

KPMG

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our auditor's report.

Evaluation of total estimated hours to complete for certain percentage-of-completion (POC) arrangements for revenue recognition

Description of the matter

We draw attention to Notes 2(d), 3(g), 3(k) and 20 to the financial statements. The Entity has unbilled revenue of EUR 51,455 thousand which includes revenue recognized based on an estimated measure of progress less billings. Professional services revenue related to fixed price contracts is recognized using the percentage-of-completion method based primarily on labour hours. The Entity applies significant judgment to determine the estimated hours to completion which affects the timing of revenue recognized for professional services.

Why the matter is a key audit matter

We identified the evaluation of total estimated hours to complete for certain POC arrangements, being contracts where revenue recognition is impacted by estimated hours to completion, as a key audit matter. Significant auditor judgment was required to evaluate the Entity's significant judgment related to the estimated hours to completion for arrangements that are completed over an extended period. There was an increased extent of audit effort required to address this matter.

How the matter was addressed in the audit

The primary procedures we performed to address this key audit matter included the following:

For a sample of POC arrangements where revenue recognition is based on the estimated hours to completion, we interviewed operational personnel responsible for the contract. We obtained an understanding of the original estimated hours to completion and any increase or decrease to the estimated hours to completion as the contract progresses and inspected correspondence such as project planning documents and change requests, if any, between the Entity and its customers.

In addition, we assessed the Entity's historical ability to accurately estimate hours to completion by performing an analysis of a selection of completed contracts to compare actual hours incurred upon completion to the initial estimated hours to completion.

KPMG

Other Information

Management is responsible for the other information. Other information comprises:

the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.

We obtained the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor’s report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

KPMG

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

KPMG

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

The engagement partner on the audit resulting in this auditor's report is Andrew Brown.

Vaughan, Canada

February 26, 2025

Topicus.com Inc.

Consolidated Statements of Financial Position

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

	December 31, 2024	December 31, 2023
Assets
Current assets:
Cash	206,157	179,059
Accounts receivable (note 19)	142,791	134,079
Unbilled revenue (note 20)	45,415	44,838
Inventories	4,930	4,517
Other assets (note 5)	55,107	55,250
	454,400	417,742
Non-current assets:
Property and equipment (note 6)	23,245	20,030
Right of use assets (note 7)	75,666	61,066
Deferred income taxes (note 14)	19,905	16,412
Other assets (note 5)	11,983	13,824
Intangible assets (note 8)	950,670	903,709
	1,081,470	1,015,042
Total assets	1,535,870	1,432,784
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of term and other loans (note 9 and 10)	225,718	161,077
Accounts payable and accrued liabilities	250,361	211,423
Deferred revenue (note 20)	166,593	138,854
Provisions (note 11)	2,582	1,708
Acquisition holdback payables	13,073	12,292
Lease obligations (note 12)	23,629	20,614
Income taxes payable (note 13)	18,233	20,068
	700,189	566,035
Non-current liabilities:
Term and other loans (note 10)	49,300	64,615
Deferred income taxes (note 14)	145,911	137,155
Acquisition holdback payables	10,061	1,339
Lease obligations (note 12)	53,188	41,524
Other liabilities (note 5)	45,825	29,632
	304,285	274,266
Total liabilities	1,004,474	840,301
Shareholders' Equity:
Capital stock (note 15)	39,412	39,412
Accumulated other comprehensive income (loss)	5,584	2,390
Retained earnings	266,281	297,382
Non-controlling interests (note 26)	220,119	253,299
	531,396	592,483
Subsequent events (note 27)
Total liabilities and shareholders' equity	1,535,870	1,432,784

See accompanying notes to the consolidated financial statements.

Topicus.com Inc.

Consolidated Statements of Income (Loss)

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

	Year ended December 31,
	2024	2023
Revenue
License	43,507	35,458
Professional services	326,877	297,669
Hardware and other	24,819	18,045
Maintenance and other recurring	899,659	773,801
	1,294,862	1,124,973
Expenses
Staff	706,579	625,200
Hardware	16,851	12,068
Third party license, maintenance and professional services	100,085	88,074
Occupancy	10,951	8,351
Travel, telecommunications, supplies, software and equipment	50,382	43,639
Professional fees	20,722	15,318
Other, net	13,427	15,422
Depreciation (note 6 and 7)	34,088	30,586
Amortization of intangible assets (note 8)	135,499	121,124
	1,088,584	959,782
Impairment of intangible and other non-financial assets (note 8)	617	-
Bargain purchase (gain) (note 4)	(517)	-
Finance and other expenses (income) (note 16)	22,705	20,426
	22,804	20,426
Income (loss) before income taxes	183,474	144,766
Current income tax expense (recovery) (note 13)	62,413	53,098
Deferred income tax expense (recovery) (note 13 and 14)	(28,410)	(23,759)
Income tax expense (recovery)	34,004	29,338
Net income (loss)	149,470	115,427
Net income (loss) attributable to:
Equity holders of Topicus (note 26)	91,994	71,753
Non-controlling interests (note 26)	57,476	43,674
Net income (loss)	149,470	115,427
Weighted average shares (note 17)
Basic shares outstanding	82,766,336	81,889,764
Diluted shares outstanding	129,841,819	129,841,819
Earnings (loss) per common share of Topicus (note 17)
Basic	1.11	0.88
Diluted	1.11	0.88

See accompanying notes to the consolidated financial statements.

Topicus.com Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

	Year ended December 31,
	2024	2023
Net income (loss)	149,470	115,427
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other	7,241	2,344
Other comprehensive (loss) income for the period, net of income tax	7,241	2,344
Total comprehensive income (loss) for the period	156,711	117,771
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus	3,193	1,201
Non-controlling interests	4,048	1,143
Total other comprehensive income (loss)	7,241	2,344
Total comprehensive income (loss) attributable to:
Equity holders of Topicus	95,187	72,954
Non-controlling interests	61,524	44,817
Total comprehensive income (loss)	156,711	117,771

See accompanying notes to the consolidated financial statements.

Topicus.com Inc.

Consolidated Statement of Changes in Shareholders' Equity

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31, 2024

	Capital Stock	Accumulated other comprehensive (loss) income	Retained earnings	Total	Non-controlling interests	Total equity
Balance at January 1, 2024	39,412	2,390	297,382	339,185	253,299	592,483
Total comprehensive income (loss) for the period:
Net income (loss)	-	-	91,994	91,994	57,476	149,470
Other comprehensive income (loss)
Foreign currency translation differences from foreign operations and other, net of income tax	-	3,193	-	3,193	4,048	7,241
Total other comprehensive income (loss) for the period	-	3,193	-	3,193	4,048	7,241
Total comprehensive income (loss) for the period	-	3,193	91,994	95,187	61,524	156,711
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity	-	-	(251)	(251)	(369)	(620)
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus (note 26)	-	-	4,797	4,797	(4,797)	-
Dividends paid to shareholders of the Company (note 15)	-	-	(127,641)	(127,641)	-	(127,641)
Return of capital to non-controlling interests (note 25)					(9,048)	(9,048)
Dividends paid to non-controlling interests (note 15 and 25)	-	-	-	-	(80,489)	(80,489)
Balance at December 31, 2024	39,412	5,584	266,281	311,277	220,119	531,396

See accompanying notes to the consolidated financial statements.

Topicus.com Inc.

Consolidated Statement of Changes in Shareholders' Equity

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31, 2023

	Capital Stock	Accumulated other comprehensive (loss) income	Retained earnings	Total	Non-controlling interests	Total equity
Balance at January 1, 2023	39,412	(232)	226,919	266,099	201,685	467,784
Total comprehensive income (loss) for the period:
Net income (loss)	-	-	71,753	71,753	43,674	115,427
Other comprehensive income (loss)
Foreign currency translation differences from foreign operations and other, net of income tax	-	1,201	-	1,201	1,143	2,344
Total other comprehensive income (loss) for the period	-	1,201	-	1,201	1,143	2,344
Total comprehensive income (loss) for the period	-	1,201	71,753	72,954	44,817	117,771
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity	-	1,422	(1,290)	131	(203)	(72)
Contribution by non-controlling interests (note 26)	-	-	-	-	9,617	9,617
Acquisition of non-controlling interests	-	-	-	-	(803)	(803)
Dividends paid to non-controlling interests	-	-	-	-	(1,814)	(1,814)
Balance at December 31, 2023	39,412	2,390	297,382	339,185	253,299	592,483

See accompanying notes to the consolidated financial statements.

Topicus.com Inc.

Consolidated Statements of Cash Flows

(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)

	Year ended December 31,
	2024	2023
Cash flows from (used in) operating activities:
Net income (loss)	149,470	115,427
Adjustments for:
Depreciation	34,088	30,586
Amortization of intangible assets	135,499	121,124
Impairment of intangible and other non-financial assets	617	-
Bargain purchase (gain)	(517)	-
Finance and other expenses (income)	22,705	20,426
Income tax expense (recovery)	34,004	29,338
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations (note 24)	27,106	(20,062)
Income taxes (paid) received	(55,344)	(50,281)
Net cash flows from (used in) operating activities	347,627	246,558
Cash flows from (used in) financing activities:
Interest paid on lease obligations	(2,054)	(1,422)
Interest paid on other facilities	(21,124)	(15,779)
Proceeds from sale of interest rate cap	-	4,809
Net increase (decrease) in Topicus Revolving Credit Facility	65,000	25,000
Proceeds from issuance of term and other loans	30,238	37,010
Increase (decrease) in bank indebtedness	7,873	-
Repayment of loan from CSI (note 25)	-	(29,878)
Increase (decrease) in loan from Vela Software Group (note 25)	(300)	1,342
Contribution from Vela Software Group into GeoSoftware and
Geocactive (note 25)	-	9,617
Return of capital to non-controlling interests (note 25)	(9,048)	-
Repayments of term and other loans	(47,786)	(84,226)
Credit facility transaction costs	(1,321)	(278)
Payments of lease obligations	(24,594)	(21,784)
Other financing activities	(356)	(573)
Dividends paid to non-controlling interests	(80,489)	(1,814)
Dividends paid to shareholders of the Company	(127,641)	-
Net cash flows from (used in) in financing activities	(211,602)	(77,977)
Cash flows from (used in) investing activities:
Acquisition of businesses (note 4)	(112,952)	(113,846)
Cash obtained with acquired businesses (note 4)	35,532	12,291
Post-acquisition settlement payments, net of receipts	(22,385)	(17,622)
Purchases of other investments	-	(248)
(Increase) decrease in restricted cash	(2,128)	-
Property and equipment purchased (note 6)	(8,283)	(7,778)
Net cash flows from (used in) investing activities	(110,217)	(127,203)
Effect of foreign currency on
cash and cash equivalents	1,291	909
Increase (decrease) in cash	27,099	42,287
Cash, beginning of period	179,059	136,772
Cash, end of period	206,157	179,059

See accompanying notes to the consolidated financial statements.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Notes to the consolidated financial statements

Reporting entity
Basis of presentation
Material accounting policies
Business acquisitions
Other assets and liabilities
Property and equipment
Right of use assets
Intangible assets and goodwill
Revolving credit facility
Term and other loans
Provisions
Lease obligations
Income taxes
Deferred tax assets and liabilities
Shareholders' equity
Finance costs and other
Earnings per share
Capital risk management
Financial risk management and financial instruments
Revenue
Operating segments
Contingencies
Guarantees
Changes in non-cash operating working capital
Related parties
Non-controlling interests
Subsequent events

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

1. Reporting entity

Topicus.com Inc. ("Topicus" or "the Company") was incorporated pursuant to the Business Corporations Act (Ontario) on September 10, 2020. The address of its registered office is 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, Ontario, Canada.

The consolidated financial statements of Topicus as at and for the years ended December 31, 2024 and December 31, 2023 comprise Topicus, Topicus.com Cooperatief U.A. ("Topicus Coop") and its subsidiaries (together referred to as the "Company") and the Company's interest in associates. Topicus' principal subsidiary is Topicus Coop and Topicus has a common equity interest of 63.98% (December 31, 2023 – 63.07%) in Topicus Coop with 36.02% (December 31, 2023 – 36.93%) being owned by the non-controlling interests.

The Company is engaged principally in the development, installation and customization of software and the provision of related professional services and support for customers across several diverse markets primarily in Europe.

2. Basis of presentation

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS), issued and outstanding as of February 26, 2025, the date the board of directors approved such financial statements.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain assets and liabilities initially recognized in connection with business combinations, certain financial instruments and derivative financial instruments, and contingent consideration related to business acquisitions, which are measured at their estimated fair value.

(c) Functional and presentation currency

The consolidated financial statements are presented in euros, which is Topicus.com Inc.'s functional currency.

(d) Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Information about assumptions and estimation uncertainties that have a risk of resulting in a material adjustment within the next financial year are included in the following notes:

Note 3(k) - Revenue recognition
Note 3(a)(i) - Business combinations
Note 3(m) - Income taxes
Note 3(d) and Note 8 - Intangible assets
Note 22 - Contingencies

Critical judgements that the Company has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognized in the consolidated financial statements relate to (i) Revenue recognition; (ii) Business combinations; (iii) recognition of deferred tax assets; and (iv) contingent consideration liabilities.

Business Combinations - Estimates and judgments are used when allocating the purchase price to the fair value of acquired net assets (specifically to the acquired technology asset and customer relationship asset) in business combinations. The Company estimates the fair value of technology and customer relationships acquired in a business combination based on the income approach. The income approach is a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. For significant business combinations, significant estimates and judgments including future net cash flows, royalty rates, and discount rates are used to estimate the fair value of the acquired intangible assets. Changes in these estimates and judgments could result in significant changes to the valuation of the intangible assets.
Revenue Recognition - The Company applies significant judgment to determine the estimated hours to completion which affects the timing of revenue recognized for professional services and non-distinct license and hardware. Estimated hours to completion are continually and routinely revised based on changes in the progress of customer contracts.
Deferred tax assets - the recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognize deferred tax assets depends on many factors, including the Company's ability to generate such profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.
Contingent consideration liabilities - contingent consideration liabilities are initially recorded on the date of a business combination and are payable on the achievement of certain financial targets in the post-acquisition periods. The obligation for contingent consideration is recorded at its estimated fair value at the various acquisition dates and the fair value is re-assessed at the end of each reporting period. The estimated fair value of the applicable contingent consideration is calculated using the estimated financial outcome and resulting expected contingent consideration to be paid and inclusion of a discount rate as appropriate.
Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements unless otherwise indicated.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

The material accounting policies have been applied consistently by the Company's subsidiaries.

(a) Basis of consolidation

(i) Business combinations

Acquisitions have been accounted for using the acquisition method required by IFRS 3 Business Combinations. Goodwill arising on acquisitions is measured as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, if any, less the net recognized amount of the estimated fair value of identifiable assets acquired and liabilities assumed (subject to certain exemptions to fair value measurement principles such as deferred tax assets or liabilities), all measured as of the acquisition date. When the consideration transferred is less than the estimated fair value of assets acquired and liabilities assumed, a bargain purchase gain is recognized immediately in the consolidated statements of income. Transaction costs that the Company incurs in connection with a business combination are expensed as incurred.

The Company uses its best estimates and assumptions to reasonably value assets and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, and these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to profit or loss. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable.

(ii) Consolidation methods

Entities over which the Company has control are fully consolidated from the date that control commences until the date that control ceases. Entities over which the Company has significant influence (investments in "associates") are accounted for under the equity method. Significant influence is assumed when the Company's interests are 20% or more, unless qualitative factors overcome this assumption.

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Investments in associates are recognized initially at cost, inclusive of transaction costs. The Company's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Company's share of the income and expenses and equity changes of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases.

(iii) Transactions eliminated on consolidation

Intra-company balances and transactions, and any unrealized income and expenses arising from intra-company transactions, are eliminated in preparing the consolidated financial statements.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

(b) Foreign currency translation

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of subsidiaries of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-measured to the functional currency at the exchange rate at that date. Foreign currency differences arising on re-measurement are recognized through profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency gains and losses are reported in profit and loss on a net basis. The effect of currency translation adjustments on cash and cash equivalents is presented separately in the statements of cash flows and separated from investing and financing activities when deemed significant.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to euros at exchange rates at the reporting date. The income and expenses of foreign operations are translated to euros using average exchange rates for the month during which the transactions occurred. Foreign currency differences are recognized in other comprehensive income in the cumulative translation account; however, if the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interest when applicable.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which its substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences. If, and when, settlement plans change or are likely to occur, then the accounting process in (b)(i) above is applied. When a foreign operation payable or receivable classified as a net investment is partially or fully disposed, the proportionate share of the cumulative amount in the translation reserve related to that foreign operation is transferred to profit or loss as part of the profit or loss on disposal. The Company has elected not to treat repayments of monetary items receivable or payable to a foreign operation as a disposition.

(c) Financial Instruments

The Company's financial instruments comprise cash, accounts receivable, Loan from CSI, Topicus Revolving Credit Facility, Term and Other Loans, accounts payable and accrued liabilities, income taxes payable and acquisition holdback assets or payables.

Financial assets are recognized in the consolidated statement of financial position if the Company has a contractual right to receive cash or other financial assets from another entity. Financial assets, including accounts receivable, are derecognized when the rights to receive cash flows from the investments have expired or were transferred to another party and the Company has transferred substantially all risks and rewards of ownership.

Financial liabilities include the Loan from CSI, Topicus Revolving Credit Facility, Term and Other Loans, accounts payable and accrued liabilities, income taxes payable and acquisition holdback payables.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Financial liabilities are generally recognized initially at fair value, typically being transaction price, plus any directly attributable transaction costs and subsequently measured at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Subordinate voting shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognized as a deduction from equity, net of tax.

(d) Intangible assets

(i) Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. After initial recognition, goodwill is measured at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment.

The impairment test methodology is based on a comparison between the higher of fair value less costs to sell and value-in-use of each of the Company's cash generating units ("CGU") and the net asset carrying values (including goodwill). Within the Company's reporting structure, business units generally reflect the CGU. In determining the recoverable amount, the Company applies an estimated market valuation multiple to the business unit's estimated annual revenues. Valuation multiples applied by the Company for this purpose reflect current market conditions specific to the business unit and are assessed for reasonableness by comparison to the Company's current and past acquisition experience involving ranges of revenue-based multiples required to acquire representative software companies and the parent company's (Constellation Software Inc.) overall revenue based-trading multiple. In addition, in certain instances, the recoverable amount is determined using a value-in-use approach which follows the same valuation process that is undertaken for the Company's business acquisitions. An impairment is recognized if the carrying amount of a CGU exceeds its estimated recoverable amount. The recoverable amount for CGU's containing goodwill is estimated annually on October 1 of each year or whenever events or changes in circumstances indicate that the carrying value may be impaired.

(ii) Acquired intangible assets

The Company uses the income approach to value acquired technology and customer relationship intangible assets. The income approach is a valuation technique that calculates the estimated fair value of an intangible asset based on the estimated future cash flows that the asset can be expected to generate over its remaining useful life.

The Company utilizes the discounted cash flow ("DCF") methodology which is a form of the income approach that begins with a forecast of the annual cash flows that a market participant would expect the subject intangible asset to generate over a discrete projection period. The forecasted cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets' projected cash flows, again, from a

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

market participant perspective. The present value of the forecasted cash flows are then added to the present value of the residual value of the intangible asset (if any) at the end of the discrete projection period to arrive at a conclusion with respect to the estimated fair value of the subject intangible assets.

Specifically, the Company relies on the relief-from-royalty method to value the acquired technology and the multiple-period excess earnings ("MEEM") method to value customer relationship assets.

The underlying premise of the relief-from-royalty method is that the fair value of the technology is equal to the cost savings (or the "royalty avoided") resulting from the ownership of the asset by the avoidance of paying royalties to license the use of the technology from another owner. Accordingly the income forecast reflects an estimate of a fair royalty that a licensee would pay, on a percentage of revenue basis, to obtain a license to utilize the technology.

The MEEM method isolates the cash flows attributable to the subject asset by utilizing a forecast of expected cash flows less the returns attributable to other enabling assets, both tangible and intangible.

Other intangible assets that are acquired by the Company and have finite useful lives are measured at cost, being reflective of fair value, less accumulated amortization and impairment losses. Subsequent expenditures are capitalized only when it increases the future economic benefits that form part of the specific asset to which it relates and other criteria have been met. Otherwise all other expenditures are recognized in profit or loss as incurred.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are acquired and available for use, since this most closely reflects the expected usage and pattern of consumption of the future economic benefits embodied in the asset. To determine the useful life of the technology assets, the Company considers the length of time over which it expects to earn or recover the majority of the present value of the forecasted cash flows of the related intangible assets. The estimated useful lives for the current and comparative periods are as follows:

Technology assets	2 to 10 years
Customer assets	2 to 20 years
Trademarks	2 to 20 years

Amortization methods, useful lives and the residual values are reviewed at least annually (or when there has been an indication of impairment) and are adjusted as appropriate.

(iii) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as an expense as incurred.

Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. To date, no material development expenditures have been capitalized.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

For the year ended December 31, 2024, EUR 171,050 (2023 – EUR 158,554) of research and development costs have been expensed in profit or loss. These costs are net of estimated investment tax credits, recognized as part of other, net expenses through profit or loss of EUR 9,797 for the year ended December 31, 2024 (2023 – EUR 7,698).

(e) Property and equipment

(i) Recognition and measurement

Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes initial and subsequent expenditures that are directly attributable to the acquisition of the related asset. When component parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment, where applicable.

(ii) Depreciation

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property and equipment.

The estimated useful lives for the current and comparative periods are as follows:

Asset	Estimated Useful Life
Computer hardware	3-5 years
Computer software	3-5 years
Furniture and equipment	3-10 years
Leasehold improvements	5-10 years
Buildings	40 years

Depreciation methods, useful lives and residual values are reviewed at each financial year end or more frequently as deemed relevant and adjusted where appropriate.

(f) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle, and includes expenditures incurred in acquiring the inventories, production and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(g) Unbilled revenue

Unbilled revenue represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognized to date less progress billings and recognized losses, if any.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Unbilled revenue is presented in the statement of financial position for all contracts in which costs incurred plus recognized profits exceed progress billings. If progress billings exceed costs incurred plus recognized profits, then the excess is presented as deferred revenue in the statement of financial position.

(h) Other non-current liabilities

Other non-current liabilities consist principally of deferred revenue, provisions, shareholder loans and contingent consideration recognized in connection with business acquisitions to be settled in cash, which are discounted for measurement purposes.

(i) Impairment

(i) Financial assets (including receivables)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, or indications that a debtor or issuer will enter bankruptcy.

The Company considers evidence of impairment for receivables at both a specific and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired, together with receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(ii) Non-financial assets

The carrying amounts of the Company's non-financial assets, other than inventories (which are addressed in note 3(f)) and deferred tax assets (which are addressed in note 3(m)), are reviewed at each reporting date (or more frequently if required) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill, the recoverable amount is estimated annually on October 1 of each fiscal year or whenever required.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the Company uses discounted cash flows which are determined using a pre-tax discount rate specific to the asset or CGU. The discount rate used reflects current market conditions including risks specific to the assets. Significant estimates within the cash flows include recurring revenue growth rates and operating expenses. For the purpose of impairment testing, assets that cannot

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets, which for the Company's purposes is typically representative of the business unit level within the corporate and management structure. For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the CGU, or the group of CGUs, that is expected to benefit from the synergies of the combination.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets (such as intangible assets and property and equipment) in the CGU (group of units) on a pro rata basis.

Goodwill that forms part of the carrying amount of an investment in an associate is not recognized separately and, therefore, is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

An impairment loss in respect of goodwill is not reversed. In respect of other non-financial assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been previously recognized.

(j) Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the estimated future cash flows required to settle the present obligation, based on the most reliable evidence available at the reporting date. The estimated cash flows are discounted at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The amortization of the discount is recognized as part of finance costs.

(k) Revenue recognition

Revenue represents the amount the Company expects to receive for products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue under four revenue categories being, License, Hardware and other, Professional services, and Maintenance and other recurring revenue. Software license revenue is comprised of non-recurring license fees charged for the use of software products licensed under multiple-year or perpetual arrangements. Hardware and other revenue includes the resale of third party hardware as part of customized solutions, as well as sales of hardware assembled internally and the reimbursement of travel costs. Professional service revenue consists of fees charged for implementation services, custom programming, product training and consulting. Maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post-delivery and also includes recurring fees derived from combined software/support contracts, transaction revenues, managed services, and hosted products.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Contracts with multiple products or services

Typically, the Company enters into contracts that contain multiple products and services such as software licenses, hosted software-as-a-service, maintenance, professional services, and hardware. The Company evaluates these arrangements to determine the appropriate unit of accounting (performance obligation) for revenue recognition purposes based on whether the product or service is distinct from some or all of the other products or services in the arrangement. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the Company's promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct products and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation.

Where a contract consists of more than one performance obligation, revenue is allocated to each based on their estimated stand-alone selling price ("SSP").

Nature of products and services

The Company sells on-premise software licenses on both a perpetual and specified-term basis. Revenue from the license of distinct software is recognized at the time that both the right to use the software has commenced and the software has been made available to the customer. Certain of the Company's contracts with customers contain provisions that require the customer to renew optional support and maintenance in order to maintain the active right to use a perpetual or term license. The renewal payments after the initial bundled support and maintenance term in these cases apply to both the continued right to use the license and the support and maintenance renewal. Where the fees payable for the initial term are incremental to the fees for the renewal terms, the excess is treated as a prepayment for expected renewals and allocated (amortized) evenly over the expected customer renewals, up to the estimated life of the software that is typically 4-6 years.

Revenue from the license of software that involves complex implementation or customization that is not distinct, and/or includes sales of hardware that is not distinct, is recognized as a combined performance obligation using the percentage-of-completion method based primarily on labour hours. The percentage-of-completion method based on labour hours requires the Company to make significant judgments to determine the estimated hours to completion which affects the timing of revenue recognized.

A portion of the Company's sales, categorized as hardware and other revenue, are accounted for as product revenue. Product revenue is recognized when control of the product has transferred under the terms of an enforceable contract.

Revenue related to the customer reimbursement of travel related expenses incurred during a project implementation where the Company is the principal in the arrangement is included in the hardware and other revenue category. Revenue is recognized as costs are incurred which is consistent with the period in which the costs are invoiced. Reimbursable travel expenses incurred for which an invoice has not been issued are recorded as part of unbilled revenue on the statement of financial position.

Maintenance and other recurring revenue primarily consists of fees charged for customer support on software products post-delivery and also includes, to a lesser extent, recurring fees derived from software licenses that are not distinct from maintenance, transaction revenues, managed services, and hosted products.

Revenue from software-as-a-service (SaaS) arrangements, which allows customers to use hosted software over a term without taking possession of the software, are provided on a subscription basis. Revenue from

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

the SaaS subscription, which includes the hosted software and maintenance, is recognized rateably over the term of the subscription. Significant incremental payments for SaaS in an initial term are recognized rateably over the expected renewal periods, up to the estimated life of the software.

Professional services revenue, including installation, implementation, training and customization of software, is recognized by the stage of completion of the performance obligation determined using the percentage of completion method noted above or as such services are performed as appropriate in the circumstances. The revenue and profit of fixed price contracts is recognized on a percentage of completion basis when the outcome of a contract can be estimated reliably. When the outcome of the contract cannot be estimated reliably but the Company expects to recover its costs, the amount of expected costs is treated as variable consideration and the transaction price is updated as more information becomes known.

The timing of revenue recognition often differs from contract payment schedules, resulting in revenue that has been earned but not billed. These amounts are included in unbilled revenue. Amounts billed in accordance with customer contracts, but not yet earned, are recorded and presented as part of deferred revenue.

Costs to Obtain a Contract

The Company allocates incremental costs to obtain a contract (which principally consists of commissions) to the various performance obligations to which they relate using the expected-based allocation (relative expected margins) for bundled costs. For those performance obligations that are expected to be renewed at the end of the initial period without a further commission (such as post-contract customer support), the Company has considered expected renewals over the life of the intellectual property when determining the expected margins from the arrangement. For performance obligations not delivered upfront, the allocated commissions are deferred and amortized over the pattern of transfer of the related performance obligation. For commissions allocated to term-based license arrangements and post-contract customer support, the amortization period is expected to be approximately 4-6 years. Capitalized costs to obtain a contract are included in other non-current assets on the consolidated balance sheet.

(I) Finance income and finance costs

Finance income comprises interest income, gains on the disposal of available-for-sale financial assets, and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognized as it accrues through profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, amortization of the discount on provisions, and impairment losses recognized on financial assets other than trade receivables. Transaction costs attributable to the Company's bank indebtedness are recognized in finance costs using the effective interest method.

(m) Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Current tax is the expected taxes payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but the Company intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits, difference in tax bases in the purchaser's tax jurisdiction and its cost as reported in the consolidated financial statements as a result of an intra-group transfer of assets and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(n) Investment tax credits

The Company is entitled to both non-refundable and refundable investment tax credits for qualifying research and development ("R&D") activities. Investment tax credits are included within "Other, net" for items of a period expense nature or as a reduction of property and equipment for items of a capital nature when the amount is reliably estimable and the Company has reasonable assurance regarding compliance with the relevant objective conditions and that the credit will be realized.

(o) Segment Reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The operating results of all operating segments are reviewed regularly by the Company's Chief Executive Officer ("CEO") to make decisions about resources to be allocated to the segment and assessing their performance.

Following the guidance set out by IFRS 8, Operating Segments, the Company has determined that it has three operating segments. Each of the Company's operating segments operate essentially as "mini Topicus companies", conglomerates of small vertical market software companies with similar economic characteristics. Each operating segment CEO is focused on investing capital that generates returns at or above the investment hurdle rates set by the Company's head office and the board of directors. The Company aggregates operating segments into one reportable segment, consistent with the objective and basic principles of IFRS 8.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

(p) Earnings per share

The Company presents basic and diluted earnings per share data for its subordinate voting shares. Basic earnings per share is calculated by dividing the profit or loss attributable to the subordinate voting shareholders of the Company by the weighted average number of subordinate voting shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per share is determined by dividing the profit or loss attributable to the subordinate voting shareholders by the weighted average number of subordinate voting shares outstanding, adjusted for the effects of all dilutive potential shares.

(q) Short-term employee benefits

Short-term employee benefit obligations, including wages, benefits, incentive compensation, and compensated absences are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid and settled under the Company's employee incentive compensation plan if the Company has a legal or constructive obligation to pay this amount at the time bonuses are paid as a result of past service provided by the employee, and the obligation can be estimated reliably.

(r) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method, as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

(s) Accounting Pronouncements adopted in the period

Adoption of Amendment to IAS 1 Classification of Liabilities as Current or Non-current

The amendments to IAS 1, Presentation of Financial Statements, which are intended to clarify requirements for the classification of liabilities as non-current, became effective for the Company on January 1, 2024. There have been no material impacts to the consolidated financial statements.

(t) Recent accounting pronouncements not yet adopted

The IASB has issued IFRS 18, Presentation and Disclosure in Financial Statements (replacing IAS 1, Presentation of Financial Statements), with an aim to improve how information is communicated in the financial statements, with a focus on information in the statement of income that will become effective on January 1, 2027. The Company is assessing the impacts IFRS 18 will have on the consolidated financial statements.

4. Business acquisitions

(a) During the year ended December 31, 2024, the Company completed acquisitions for aggregate cash consideration of EUR 112,952 plus expected cash holdback payables of EUR 27,487 and contingent consideration with an estimated acquisition date fair value of EUR 12,925 resulting in total consideration of EUR 153,364. The obligation for contingent consideration for acquisitions during the year ended December 31, 2024 has been recorded at its estimated fair value at the various acquisition dates. The estimated fair value of the applicable contingent consideration is calculated using the estimated financial outcome and resulting expected contingent consideration to be paid and inclusion of a discount rate as appropriate. For these arrangements, the estimated increase to the initial consideration is not expected to exceed EUR 19,969. Aggregate contingent consideration liability at December 31, 2024 of EUR 23,028 (December 31, 2023 – EUR 20,766) has been reported in the consolidated statement of financial position at its estimated fair value relating to applicable acquisitions completed in the current and prior periods. Changes made to the estimated fair value of contingent consideration are included in "Other, net" in the consolidated statements of income. Income of EUR 1,266 has been recorded for the year ended December 31, 2024, as a result of such changes (income of EUR 1,295 for the year ended December 31, 2023).

None of the acquisitions completed during the year ended December 31, 2024 were deemed to be individually significant. Nearly all of the businesses acquired during the period were acquisitions of shares. The cash holdbacks are generally payable within a two-year period and are adjusted, as necessary, for such items as working capital or net tangible asset assessments, as defined in the purchase and sale agreements, and claims under the respective representations and warranties of the purchase and sale agreements.

The acquisitions during the year ended December 31, 2024 include software companies catering to facility management, library, logistics, healthcare, human resources, information technology, financial services, retail management and distribution, contact centres, hospitality, automotive, public sector, manufacturing, gaming, fleet and education, all of which are software businesses similar to existing businesses operated by the Company. The acquisitions have been accounted for using the acquisition method with the results of operations included in these consolidated financial statements from the date of each acquisition.

The goodwill recognized in connection with these acquisitions is primarily attributable to the application of the Company's best practices to improve the operations of the companies acquired, other intangible assets

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

that do not qualify for separate recognition including assembled workforce, and synergies with existing businesses of the Company. The goodwill is not expected to be deductible for income tax purposes.

The gross contractual amounts of acquired receivables was EUR 19,729 however, the Company has recorded an allowance of EUR 654 as part of the acquisition accounting to reflect contractual cash flows that are not expected to be collected.

Due to the complexity and timing of certain acquisitions made, the Company is in the process of determining and finalizing the estimated fair value of the net assets acquired as part of the acquisitions closed during 2024. The amounts determined on a provisional basis generally relate to net asset assessments and measurement of the assumed liabilities, including acquired contract liabilities. The provisional purchase price allocations may differ from the final purchase price allocations, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. The cash consideration associated with these provisional estimates totals EUR 112,952.

The aggregate impact of acquisition accounting applied in connection with the business acquisitions in the year ended December 31, 2024 is as follows:

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Assets acquired:
Cash	35,532
Accounts receivable	19,075
Other current assets	11,204
Property and equipment	4,812
Right of use assets	10,385
Other non-current assets	541
Deferred income taxes	2,080
Technology assets	65,523
Customer assets	96,046
	245,197
Liabilities assumed:
Current liabilities	33,861
Deferred revenue	18,939
Deferred income taxes	35,255
Long-term lease obligations	6,806
Other non-current liabilities	9,497
	104,359
Bargain purchase gain	(517)
Goodwill	13,043
Total consideration	153,364

The 2024 business acquisitions did not have a material impact to either the consolidated revenue or the consolidated net income (loss) for the year ended December 31, 2024. The materiality threshold is reviewed on a regular basis taking into account the quantitative (contribution to revenue and net income) and qualitative (size and comparability with other Topicus businesses) factors of current period acquisitions on both an individual and aggregate basis.

(b) The Company recorded a measurement period adjustment which has been reflected on the consolidated statement of financial position as of December 31, 2023. The measurement period adjustment consisted of a reduction to intangible assets of EUR 2,373 and a reduction to other long-term liabilities of EUR 2,373.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

5. Other assets and liabilities

(a) Other assets

	December 31, 2024	December 31, 2023
Prepaid expenses and other current assets	40,915	33,165
Sales tax receivable	1,541	2,270
Equity securities held for trading	0	3
Other receivables	12,650	19,812
Total other current assets	55,107	55,250
Costs to obtain a contract	161	205
Non-current trade and other receivables and other assets	9,273	11,210
Equity accounted investees	2,549	2,410
Total other non-current assets	11,983	13,824

(b) Other liabilities

	December 31, 2024	December 31, 2023
Contingent consideration	16,896	13,430
Deferred revenue	6,632	2,450
Other non-current liabilities	22,297	13,752
Total other non-current liabilities	45,825	29,632

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

6. Property and equipment

	Computer hardware	Computer software	Furniture and equipment	Leasehold improvements	Buildings	Total
Cost
Balance at January 1, 2023	29,227	10,815	8,700	6,066	1,309	56,116
Additions	4,234	755	1,618	1,172	-	7,778
Acquisitions through business combinations	759	138	517	209	-	1,623
Disposals / retirements / reclassifications / other	(980)	915	(1,313)	(400)	118	(1,660)
Balance at December 31, 2023	33,239	12,622	9,522	7,046	1,427	63,856
Balance at January 1, 2024	33,239	12,622	9,522	7,046	1,427	63,856
Additions	4,624	852	1,559	1,247	-	8,283
Acquisitions through business combinations	2,513	126	1,526	652	-	4,818
Disposals / retirements / reclassifications / other	(3,738)	45	(1,488)	(1,255)	42	(6,393)
Balance at December 31, 2024	36,640	13,646	11,119	7,691	1,470	70,564
Depreciation and impairment losses
Balance at January 1, 2023	18,851	9,397	4,259	3,963	67	36,537
Depreciation charge for the year	5,039	926	1,772	850	42	8,628
Disposals / retirements / reclassifications / other	(839)	966	(1,110)	(376)	20	(1,338)
Balance at December 31, 2023	23,050	11,290	4,921	4,437	129	43,827
Balance at January 1, 2024	23,050	11,290	4,921	4,437	129	43,827
Depreciation charge for the year	5,392	880	1,935	939	44	9,190
Disposals / retirements / reclassifications / other	(3,445)	133	(1,177)	(1,229)	20	(5,698)
Balance at December 31, 2024	24,997	12,303	5,678	4,148	193	47,319
Carrying amounts:
At January 1, 2023	10,377	1,417	4,441	2,103	1,242	19,579
At December 31, 2023	10,189	1,333	4,601	2,609	1,298	20,030
At January 1, 2024	10,189	1,333	4,601	2,609	1,298	20,030
At December 31, 2024	11,642	1,343	5,440	3,543	1,277	23,245

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

7. Right-of-use assets

The following table presents the right-of-use assets for the Company:

	Computer hardware	Vehicles	Furniture and equipment	Building	Other	Total
Cost
Balance at January 1, 2023	9,212	17,931	508	66,790	89	94,529
Additions	2,532	6,399	25	16,547	42	25,545
Acquisitions through business combinations	-	864	-	7,637	-	8,501
Disposals / retirements / reclassifications / other	(2,496)	(5,427)	(221)	(15,745)	(20)	(23,909)
Balance at December 31, 2023	9,248	19,768	311	75,230	111	104,667
Balance at January 1, 2024	9,248	19,768	311	75,230	111	104,667
Additions	1,155	13,386	48	20,328	1	34,918
Acquisitions through business combinations	562	1,162	39	8,621	-	10,385
Disposals / retirements / reclassifications / other	(1,377)	(6,852)	(239)	(11,561)	(42)	(20,070)
Balance at December 31, 2024	9,588	27,464	159	92,618	70	129,899
Depreciation and impairment losses
Balance at January 1, 2023	4,094	8,949	375	26,673	27	40,118
Depreciation charge for the year	1,855	5,232	88	14,743	40	21,958
Disposals / retirements / reclassifications / other	(2,462)	(4,561)	(209)	(11,223)	(20)	(18,475)
Balance at December 31, 2023	3,487	9,620	253	30,193	47	43,601
Balance at January 1, 2024	3,487	9,620	253	30,193	47	43,601
Depreciation charge for the year	2,267	6,407	57	16,132	36	24,898
Disposals / retirements / reclassifications / other	(1,020)	(5,771)	(239)	(7,194)	(42)	(14,266)
Balance at December 31, 2024	4,733	10,257	71	39,131	41	54,233
Carrying amounts:
At January 1, 2023	5,118	8,982	133	40,117	62	54,412
At December 31, 2023	5,761	10,148	58	45,037	64	61,066
At January 1, 2024	5,761	10,148	58	45,037	64	61,066
At December 31, 2024	4,854	17,207	89	53,488	28	75,666

TOPICUS.COM INC.
Notes to Consolidated Financial Statements
(In thousands of euros, except per share amounts and as otherwise indicated.)
(Due to rounding, numbers presented may not foot.)
Years ended December 31, 2024 and 2023

Intangible assets and goodwill

	Technology Assets	Customer Assets	Trademarks	Goodwill	Total
Cost
Balance at January 1, 2023	499,419	592,783	25,406	222,349	1,339,956
Acquisitions through business combinations	61,850	72,114	-	12,933	146,897
Effect of movements in foreign exchange and other	434	3,791	-	453	4,678
Balance at December 31, 2023	561,703	668,688	25,406	235,734	1,491,531
Balance at January 1, 2024	561,703	668,688	25,406	235,734	1,491,531
Acquisitions through business combinations	65,523	96,046	-	13,931	175,499
Effect of movements in foreign exchange and other	4,156	4,464	-	1,452	10,073
Balance at December 31, 2024	631,382	769,198	25,406	251,117	1,677,103
Accumulated amortization and impairment losses
Balance at January 1, 2023	273,336	187,840	4,762	18	465,956
Amortization for the period	60,725	59,130	1,269	-	121,124
Impairment charge	-	-	-	-	-
Effect of movements in foreign exchange and other	183	559	(0)	-	742
Balance at December 31, 2023	334,244	247,528	6,032	18	587,822
Balance at January 1, 2024	334,244	247,528	6,032	18	587,822
Amortization for the period	65,796	68,434	1,269	-	135,499
Impairment charge	-	-	-	629	629
Effect of movements in foreign exchange and other	1,586	897	-	-	2,483
Balance at December 31, 2024	401,625	316,860	7,301	647	726,433
Carrying amounts
At January 1, 2023	226,082	404,943	20,644	222,331	874,000
At December 31, 2023	227,458	421,160	19,374	235,716	903,709
At January 1, 2024	227,458	421,160	19,374	235,716	903,709
At December 31, 2024	229,756	452,339	18,105	250,470	950,670

Impairment testing for cash-generating units containing goodwill

The annual impairment test of goodwill was performed as of October 1, 2024 and did not result in any significant impairment loss. For the purpose of impairment testing, goodwill is allocated to the Company's business units included in each operating segment, which represent the lowest level within the Company at which goodwill is monitored for internal purposes. There was no goodwill reallocated to the Company's CGUs that was deemed to be significant in comparison to the carrying amount of goodwill.

The Company has seven CGUs whereby the total goodwill allocated is significant in comparison to the Company's total carrying amount of goodwill. The total goodwill allocated to each of these CGUs as at

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

December 31, 2024 is EUR 11,688, EUR 22,079, EUR 19,214, EUR 23,040, EUR 21,955, EUR 20,397 and EUR 16,822. In determining the recoverable amount, the Company applied an estimated market valuation multiple to the business unit's estimated annual revenues. Valuation multiples, which are Level 3 inputs, applied by the Company for this purpose reflect current market conditions specific to the business unit and are assessed for reasonableness by comparison to the Company's current and past acquisition experience involving ranges of revenue-based multiples required to acquire representative software companies. During 2024, the estimated market valuation multiple ranged from 1.5X to 8.8X of total revenue.

9. Revolving Credit Facility

On June 3, 2024, Topicus Coop amended the existing revolving credit facility (the "Topicus Revolving Credit Facility") with a number of European financial institutions. Under the amended credit facility, the Company will be able to borrow up to EUR 700,000 under a multicurrency revolving loan facility. The Topicus Revolving Credit Facility matures on October 28, 2029. The Topicus Revolving Credit Facility bears interest at a rate calculated at EURIBOR plus interest rate spreads based on a leverage table. The Topicus Revolving Credit Facility is collateralized by some of the more material assets owned by the Company and its subsidiaries, except for the entities securing amounts outstanding under the Term and Other Loans (note 10). The Topicus Revolving Credit Facility contains standard events of default which, if not remedied within a cure period, would trigger the repayment of any outstanding balance. As of December 31, 2024, EUR 220,000 (December 31, 2023 – EUR 155,000) had been drawn from this credit facility. Transaction costs associated with the Topicus Revolving Credit Facility have been included as part of the carrying amount of the liability and are being amortized through profit or loss using the effective interest rate method. The carrying value of the debt amounts to EUR 217,501 (December 31, 2023 – EUR 152,621) and has been classified as a current liability in the consolidated statement of financial position. As at December 31, 2024, the carrying amount of costs relating to this Topicus Revolving Credit Facility totaled EUR 2,499 (December 31, 2023 – EUR 2,379).

10. Term and Other Loans

Certain of the Company's subsidiaries have entered into term and other debt facilities ("Term and Other Loans") with various financial institutions. Topicus does not guarantee the debt of these subsidiaries, nor are there any cross-guarantees between subsidiaries. The credit facilities are collateralized by substantially all of the assets of the borrowing entity and its subsidiaries. The credit facilities typically bear interest at a rate calculated using an interest rate index plus a margin. The financing arrangements for each subsidiary typically contain certain restrictive covenants, which may include limitations or prohibitions on additional indebtedness, payment of cash dividends, redemption of capital, capital spending, making of acquisitions and sales of assets. In addition, certain financial covenants must be met by those subsidiaries that have outstanding debt.

The term and other loans comprise the following:

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

	December 31, 2024	December 31, 2023
Principal outstanding (and equal to fair value)	58,070	73,925
Deduct: Carrying value of transaction costs included in debt balance	(553)	(852)
Carrying value	57,517	73,073
Current portion	8,217	8,457
Non-current portion	49,300	64,615

The annual minimum repayment requirements for the Term and Other Loans are as follows:

Year	Term and Other Debt Facilities
2025	8,201
2026	9,893
2027	4,014
2028	2,912
2029	33,050
	58,070

11. Provisions

At January 1, 2024	1,708
Reversal	(210)
Provisions recorded during the period	3,631
Provisions used during the period	(2,555)
Effect of movements in foreign exchange and other	8
At December 31, 2024	2,582
Provisions classified as current liabilities	2,582
Provisions classified as other non-current liabilities	-

The provisions balance is comprised of various individual provisions for severance costs and other estimated liabilities of the Company of uncertain timing or amount.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

12. Lease obligations

The following table presents the expected maturity of the undiscounted cash flows for lease obligations as at December 31, 2024:

	December 31, 2024
Less than 1 year	25,087
Between 1 and 5 years	49,392
More than 5 years	7,408
Total	81,887
Less: Impact of discounting	(5,071)
Leases obligation recorded on balance sheet	76,817

The expense relating to variable lease payments not included in the measurement of lease obligations was EUR 21 (2023 – EUR 17). Expenses relating to short-term leases were EUR 1,988 (2023 – EUR 1,446), expenses relating to leases of low value assets were EUR 545 (2023 – EUR 175) and sublease income was EUR nil (2023 – EUR nil). Total cash outflow for leases was EUR 29,201 (2023 – EUR 24,845).

13. Income taxes

(a) Tax recognized in profit or loss

	2024	2023
Tax recognized in profit or loss
Current tax expense (recovery)
Current year	63,901	54,834
Change in estimate for prior years	(1,487)	(1,737)
	62,413	53,098
Deferred tax expense (recovery)
Origination and reversal of temporary differences	(26,613)	(25,915)
Effect of change in future tax rates	-	1,674
Change in recognized temporary differences and unrecognized tax losses	-	(0)
Change in estimate for prior years	(1,797)	482
	(28,410)	(23,759)
Income tax expense (recovery)	34,004	29,338

(b) Reconciliation of effective tax rate

	2024	2023
Net income (loss) for the year	149,470	115,427
Income tax expense	34,004	29,803
Income (loss) before income taxes	183,474	144,766
Income tax expense using the Company's statutory tax rate of 25.8% (2023 - 25.8%)	47,336	36,192
Impact on taxes from:
Foreign tax rate differential	(2,271)	31
Other, including non deductible expenses and non taxable income	(1,089)	(1,620)
Research and development and other allowances	(6,688)	(5,685)
Effect of change in future tax rates	-	1,674
Change in estimate for prior years	(3,284)	(1,255)
	34,004	29,338

The Company is subject to tax audits in the countries in which the Company does business globally. These tax audits could result in additional tax expense in future periods relating to historical filings. Reviews by tax authorities generally focus on, but are not limited to, the validity of the Company's inter-company transactions, including financing and transfer pricing policies which generally involve subjective areas of taxation and a significant degree of judgment. If any of these tax authorities are successful with their challenges, the Company's income tax expense may be adversely affected and the Company could also be subject to interest and penalty charges.

Uncertainty over income tax treatments

The deductibility of the Company's employee bonus program is being challenged by the Dutch Tax Authorities for financial years 2016 and 2018 to date. The Company continues to believe in the merits of its tax filing position and, as such, has not recognized any provision in the consolidated financial statements. If the Company is ultimately unsuccessful, the additional tax expense including interest for 2016 and for the period from 2018 to December 31, 2024 would be up to approximately EUR 6,000.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

14. Deferred tax assets and liabilities

(a) Unrecognized deferred tax liabilities

The aggregate amount of temporary differences associated with investments in subsidiaries for which the Company has not recognized deferred tax liabilities is EUR 227,428 (2023 - EUR 245,108) as the Company ultimately controls whether the liability will be incurred and it is satisfied that it will not be incurred in the foreseeable future. The temporary differences relate to undistributed earnings of the Company's subsidiaries. Dividends declared would be subject to withholding tax in the range of 0-15% depending on the jurisdiction of the subsidiary.

(b) Unrecognized deferred tax assets

	2024	2023
Non capital tax losses	19,529	21,183

Non-capital tax losses of EUR 19,529 (2023 – EUR 21,183) can be carried forward indefinitely. Deferred tax assets have not been recognized in respect of this item because it is not probable that future taxable profit will be available in those jurisdictions against which the Company can utilize these benefits.

(c) Recognized deferred tax assets and liabilities

	Assets		Liabilities		Net
	2024	2023	2024	2023	2024	2023
Property, plant and equipment	576	289	(408)	-	169	289
Intangible assets	1,303	-	(162,172)	(154,880)	(160,868)	(154,880)
Non-capital loss carryforwards	25,547	26,412	-	-	25,547	26,412
Scientific research and development expenditure pool	2,592	966	(48)	-	2,544	966
Other	8,746	6,469	(2,144)	-	6,802	6,469
Tax assets (liabilities)	38,765	34,137	(164,771)	(154,879)	(126,006)	(120,744)
Reclassification	(18,860)	(17,725)	18,860	17,725	-	-
Net tax assets (liabilities)	19,905	16,412	(145,911)	(137,155)	(126,006)	(120,744)

This reclassification relates to the offsetting of deferred tax assets and deferred tax liabilities to the extent that they relate to the same taxing authorities and there is a legally enforceable right to do so.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

(d) Movement in deferred tax balances during the year

	Balance January 1, 2024	Recognized in profit or loss	Acquired in business combinations	Other	Balance December 31, 2024
Property, plant and equipment	289	(41)	(80)	-	169
Intangible assets	(154,880)	29,435	(35,423)	-	(160,868)
Reserves	-	(82)	82	-	-
Non-capital loss carryforwards	26,412	(2,104)	1,239	-	25,547
Scientific research and development expenditure pool	966	1,308	271	-	2,544
Other	6,469	(107)	705	(465)	6,602
	(120,743)	28,409	(33,207)	(465)	(126,006)
	Balance January 1, 2023	Recognized in profit or loss	Acquired in business combinations	Other	Balance December 31, 2023
Property, plant and equipment	150	144	(5)	-	289
Intangible assets	(149,733)	26,342	(31,489)	-	(154,880)
Reserves	-	(145)	145	-	-
Non-capital loss carryforwards	12,075	(7,759)	22,096	-	26,412
Scientific research and development expenditure pool	3,423	(2,457)	-	-	966
Other	3,542	7,634	(4,200)	(507)	6,469
	(130,542)	23,759	(13,453)	(507)	(120,743)

15. Shareholders' equity

	Common Stock
	Number	Amount
December 31, 2024	83,068,874	39,412
December 31, 2023	81,889,764	39,412

Capital Stock:

The Company's authorized share capital consists of an unlimited number of Subordinate Voting Shares and 1 Super Voting Share. As at December 31, 2024, there are 83,068,873 Subordinate Voting Shares and 1 Super Voting Share outstanding. The Super Voting Share is held by Constellation Software Inc. ("CSI"). The Super Voting Share entitles CSI to that number of votes that equals 50.1% of the aggregate number of votes attached to all the outstanding Super Voting Shares and Subordinate Voting Shares.

During the three months ended March 31, 2024, 994,110 ordinary units of Topicus Coop were exchanged for 994,110 Subordinate Voting Shares of Topicus. During the three months ended September 30, 2024, 185,000 ordinary units of Topicus Coop were exchanged for 185,000 Subordinate Voting Shares of Topicus

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

On March 5, 2024, Topicus announced the declaration by its subsidiary Topicus Coop a special dividend in the amount of EUR 1.54 per ordinary unit (the "Coop Dividend"). As a result of its ownership in Topicus Coop, the Company received EUR 127,641 of the aggregate amount of the Coop Dividend. As such, the Company declared a EUR 1.54 per share special dividend which was paid on March 28, 2024, to all holders of its subordinate voting shares and super voting share of record as of the close of business on March 15, 2024.

Topicus Coop paid EUR 72,315 to non-controlling interest holders pursuant to the Coop Dividend.

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss) is comprised of the following separate components of equity:

Cumulative translation account

The cumulative translation account comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as foreign exchange gains and losses arising from monetary items that form part of the net investment in the foreign operation.

Finance costs and other

	Year ended December 31,
	2024	2023
Interest expense on debt	21,179	15,207
Interest expense on lease obligations	2,055	1,422
Amortization of debt related transaction costs	1,434	1,101
Share in net (income) loss of equity investee	(209)	(139)
Foreign exchange loss (gain)	1,252	1,857
Other finance costs (income)	(3,006)	977
Finance costs and other expenses (income)	22,705	20,426

17. Earnings per share

Basic and diluted earnings (loss) per share

	Year ended December 31,
	2024	2023
Basic earnings (loss) per share:
Numerator:
Net income (loss) attributable to equity holders of Topicus	91,994	71,753
Denominator:
Weighted average basic shares outstanding	82,766,336	81,889,764
Earnings (loss) per share
Basic	1.11	0.88
Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to the ordinary equity holders of Topicus	91,994	71,753
Add: Net income (loss) attributable to the non-controlling interest holders of Topicus Coop	52,148	42,016
Net income (loss) to be used for diluted earnings per share	144,142	113,770
Denominator:
Weighted average basic shares outstanding	82,766,336	81,889,764
Add: Effect of dilutive shares	47,075,483	47,952,055
Weighted average diluted shares outstanding	129,841,819	129,841,819
Earnings (loss) per share
Diluted	1.11	0.88

18. Capital risk management

The Company's objectives in managing capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions and to provide returns to its shareholders. The Company manages its capital with the objective of ensuring that there are adequate capital resources while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Company consists of cash, Topicus Revolving Credit Facility, Term and Other Loans, loans from shareholders, and components of shareholders' equity including retained earnings, non-controlling interest and share equity.

The Company is subject to certain covenants on its Topicus Revolving Credit Facility. The covenants include a leverage ratio and an interest coverage ratio. The Term and Other Loans are also subject to certain covenants. The Company monitors the ratios on a quarterly basis. As at December 31, 2024, the Company is in compliance with its debt covenants associated with the Topicus Revolving Credit Facility and the Term and Other Loans. Other than the covenants required for the Topicus Revolving Credit Facility and the Term and Other Loans, the Company is not subject to any externally imposed capital requirements.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

The Company makes adjustments to its capital structure in light of general economic conditions, the risk characteristics of the underlying assets and the Company's working capital requirements. In order to maintain or adjust its capital structure, the Company, upon approval from its board of directors, may increase or decrease dividends, increase or decrease amounts due on the Topicus Revolving Credit Facility or undertake other activities as deemed appropriate under the specific circumstances. The board of directors reviews and approves any material transactions not in the ordinary course of business, as well as significant acquisitions and other major investments above pre-determined quantitative thresholds.

19. Financial risk management and financial instruments

Overview

The Company is exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth. The main objectives of the Company's risk management process are to ensure that risks are properly identified and that the capital base is adequate in relation to those risks. The principal financial risks to which the Company is exposed are described below.

Market risk

Market risk is the risk that changes in market prices, such as fluctuations in foreign exchange rates and interest rates, will affect the Company's income or the value of its financial instruments.

The Company is exposed to interest rate risk on the utilized portion of the Topicus Revolving Credit Facility and does not currently hold any financial instruments that mitigate this risk. If there was a 1% increase in the interest rate on the Topicus Revolving Credit Facility, there would be a corresponding decrease in income before tax of EUR 2,200. There would be an equal and opposite impact if there was a 1% decrease in the interest rate.

The Company is also exposed to interest rate risk on the utilized portion of the Term and Other Loans. If there was a 1% increase in the interest rate on the Term and Other Loans, there would be a corresponding decrease in income before tax of EUR 581. There would be an equal and opposite impact if there was a 1% decrease in the interest rate.

The Company operates internationally, giving rise to exposure to market risks from changes in foreign exchange rates which impact sales and purchases that are denominated in a currency other than the respective functional currencies of certain of its subsidiaries. The Company currently does not typically use derivative instruments to hedge its exposure to those risks. Most of the Company's businesses are organized geographically so that many of its expenses are incurred in the same currency as its revenues thus mitigating some of its exposure to currency fluctuations.

Liquidity risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due or can do so only at excessive cost. The Company manages liquidity risk through the management of its capital structure and financial leverage, as outlined in note 18 to the consolidated financial statements. The Company's growth is financed through a combination of cash flows from operations and borrowing under the Topicus Revolving Credit Facility and the Term and Other Loans. One of the Company's primary goals is to maintain an optimal level of liquidity through the active management of its assets and liabilities as well as its cash flows from operations. The details of the Topicus Revolving Credit Facility and the Term and

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Other Loans are disclosed in note 9 and note 10 to the consolidated financial statements. As at December 31, 2024, available credit in respect of the Topicus Revolving Credit facility was EUR 430,000.

The majority of the Company's financial liabilities recorded in accounts payable and accrued liabilities are due within 60 days. Holdbacks payable related to business acquisitions are generally due within six months to two years.

Given the Company's available liquid resources and credit capacity as compared to the timing of the payments of liabilities, the Company assesses its liquidity risk to be low.

Credit risk

Credit risk represents the financial loss that the Company would experience if a counterparty to a financial instrument, in which the Company has an amount owing from the counterparty failed to meet its obligations in accordance with the terms and conditions of its contracts with the Company. The carrying amount of the Company's financial assets, including receivables from customers, represents the Company's maximum credit exposure.

The majority of the accounts receivable balance relates to maintenance invoices to customers that have a history of payment. In addition, a large proportion of the Company's accounts receivable are with public sector government agencies where the credit risk has historically been assessed to be low. Furthermore, the Company generally does not provide significant financing arrangements to our customers and many of the Company's invoices are paid in advance of providing services. During the year ended December 31, 2024, the Company recognized a bad debt expense (recovery) arising from credit loss of EUR (283) (December 31, 2023 – EUR 631).

An allowance account for accounts receivable is used to record impairment losses arising from credit risk unless the Company is satisfied that no recovery of the amount owing is possible; at which point the amounts are considered to be uncollectible and are written off against the specific accounts receivable amount attributable to a customer. The number of days outstanding of an individual receivable balance is the key indicator for determining whether an account is at risk of being impaired. If an accounts receivable balance has aged more than 365 days, a minimum provision of 100% of the outstanding balance is normally applied. If an accounts receivable balance has aged more than 270 days, a minimum provision of 50% for non-government customers is normally applied. The Company would also record a provision for any known or estimated amounts that are not collectible over and above the minimum provision requirements regardless of aging.

The Company's accounts receivable is primarily from customers in the Netherlands and surrounding European countries.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

The aging of accounts receivables at the reporting date was:

	December 31, 2024	December 31, 2023
Current
Gross	127,887	116,982
Impairment	(150)	(165)
Net	127,737	116,817
90-180 days
Gross	8,918	10,241
Impairment	(145)	(425)
Net	8,773	9,816
More than 180 days
Gross	15,033	14,332
Impairment	(8,751)	(6,885)
Net	6,282	7,447
Total accounts receivable
Gross	151,838	141,555
Impairment	(9,046)	(7,475)
Net	142,791	134,079

The movement in the allowance for impairment in respect of accounts receivable during the year ended:

	2024	2023
Aggregate balance at January 1	7,475	5,723
Increase from business acquisitions	692	328
Impairment loss recognized	4,127	5,869
Impairment loss reversed	(2,787)	(3,468)
Amounts written off	(530)	(1,004)
Other movements	70	27
Aggregate balance at December 31	9,047	7,475
Allowance for doubtful accounts arising from business combinations	2,095	1,653

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

There is no concentration of credit risk because of the Company's diverse and disparate number of customers with individual receivables that are not significant to the Company on a consolidated basis. In addition, the Company typically requires up front deposits from customers to protect against credit risk.

The Company manages credit risk related to cash by maintaining the majority of the Company's bank accounts with large, international, well-capitalized financial institutions.

Fair values versus carrying amounts

The carrying values of cash, accounts receivable, accounts payable and accrued liabilities, Loan from CSI, income taxes payable, and the majority of acquisition holdbacks, approximate their fair values due to the short-term nature of these instruments. The Term and Other Loans and the Topicus Revolving Credit Facility are subject to market interest rates.

Reconciliation of cash flows from financing activities

The following table reconciles the changes in cash flows from financing activities for the Topicus Revolving Credit Facility, lease liability, Loan from CSI, and Term and Other Loans that are outstanding as at December 31:

	Topicus Revolving Credit Facility	Term and other loans	Lease liability
Balance at January 1, 2024	152,621	73,073	62,138
Increase arising from business combinations	-	1,479	10,209
Proceeds from issuance of term and other loans	-	30,238	-
Repayments of term and other loans	-	(47,786)	-
Increase (decrease) in revolving credit facility	65,000	-	-
Credit facility transaction costs	(789)	(532)	-
Payments of lease obligations	-	-	(24,594)
Total financing cash flow activities	64,211	(16,602)	(14,385)
Amortization of debt related transaction costs	669	765	-
New leases, net of terminations and modifications	-	-	29,063
Foreign exchange and other movements	-	281	1
Total financing non-cash activities	669	1,046	29,064
Balance at December 31, 2024	217,501	57,517	76,817

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

	Topicus Revolving Credit Facility	Term and other loans	Loan payable to CSI	Lease liability
Balance at January 1, 2023	127,092	115,464	30,867	55,458
Increase arising from business combinations	-	3,804		8,469
Proceeds from issuance of term and other loans	-	37,010	-	-
Repayments of term and other loans	-	(84,226)	(29,878)	-
Increase (decrease) in revolving credit facility	25,000		-	-
Credit facility transaction costs	(95)	(183)	-	-
Payments of lease obligations	-	-	-	(21,784)
Total financing cash flow activities	24,905	(43,595)	(29,878)	(13,314)
Amortization of debt related transaction costs	624	477	-	-
New leases, net of terminations and modifications	-	-	-	19,838
Foreign exchange and other movements	-	727	(989)	155
Total financing non-cash activities	624	1,204	(989)	19,994
Balance at December 31, 2023	152,621	73,073	-	62,138

Fair value hierarchy

The table below analyzes financial instruments carried at fair value, by valuation method.

level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
level 2 inputs are inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices); and
level 3 inputs are inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

In the table below, the Company has segregated all financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

Financial assets and financial liabilities measured at fair value as at December 31, 2024 and December 31, 2023 in the financial statements are summarized below. The Company has no additional financial liabilities measured at fair value initially other than those recognized in connection with business combinations.

	December 31, 2024				December 31, 2023
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:
Equity securities held for trading	1	-	-	1	3	-	-	3
	1	-	-	1	3	-	-	3
Liabilities:
Contingent consideration	-	-	23,028	23,028	-	-	20,766	20,766
	-	-	23,028	23,028	-	-	20,766	20,766

There were no transfers of fair value measurements between level 1, 2 and level 3 of the fair value hierarchy in the years ended December 31, 2024 and 2023.

The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Contingent Consideration

Balance at January 1, 2024	20,766
Increase from business acquisitions	12,925
Cash recoveries (payments)	(8,905)
Charges (recoveries) through profit or loss	(1,868)
Foreign exchange and other movements	110
Balance at December 31, 2024	23,028
Contingent consideration classified as current liabilities	6,132
Contingent consideration classified as other non-current liabilities	16,896

Estimates of the fair value of contingent consideration are performed by the Company on a quarterly basis. Key unobservable inputs include revenue growth rates and the discount rates applied (7% to 11%). The estimated fair value increases as the annual growth rate increases and as the discount rate decreases and vice versa.

20. Revenue

The following tables provides information about unbilled revenue (contract asset) and deferred revenue (contract liability).

Unbilled Revenue:

	2024	2023
At January 1	53,016	47,623
Increase from business acquisitions	2,742	4,595
Decrease from transfers to accounts receivable	(91,840)	(87,117)
Increase from changes as a result of the measure of progress	87,081	87,745
Foreign exchange and other movements	456	170
At December 31	51,455	53,016
Unbilled revenue classified as a current asset	45,415	44,838
Unbilled revenue classified as an other non-current asset	6,040	8,179

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Deferred Revenue:

	2024	2023
At January 1	141,304	119,675
Increase from business acquisitions	19,900	17,558
Decrease from revenue recognized that was included in the deferred revenue balance at the beginning of the period	(119,670)	(105,084)
Decrease from revenue recognized that arose from acquired deferred revenue balances in the current year	(14,490)	(12,642)
Increase due to cash received, excluding amounts recognized as revenue during the period	145,387	121,685
Foreign exchange and other movements	795	111
At December 31	173,226	141,304
Deferred revenue classified as a current liability	166,593	138,854
Deferred revenue classified as an other non-current liability	6,632	2,450

The amount of revenue recognized in the year ended December 31, 2024 from performance obligations satisfied in previous periods was EUR 240 (December 31, 2023 – EUR 599).

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized ("contracted not yet recognized") and includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted not yet recognized revenue was approximately EUR 1,100,000 as of December 31, 2024, of which the Company expects to recognize an estimated 58% of the revenue over the next 12 months and the remainder thereafter.

Costs to obtain a contract with a customer:

The Company has capitalized and amortized incremental commission costs on a systematic basis, consistent with the pattern of transfer of the good(s) or service(s) to which the commission relates as the Company believes these costs are recoverable. The total capitalized commission costs as of December 31, 2024 is EUR 312 (December 31, 2023 – EUR 799). The amount of amortization expense for the year ended December 31, 2024 was EUR 65 (December 31, 2023 – EUR 58) and there was no impairment loss in relation to the costs capitalized.

21. Operating segments

Each of the Company's operating segments operate essentially as "mini Topicus companies", conglomerates of small vertical market software companies with similar economic characteristics. Each operating segment CEO is focused on investing capital that generates returns at or above the investment hurdle rates set by the Company's head office and the board of directors. The Company aggregates

operating segments into one reportable segment, consistent with the objective and basic principles of IFRS 8.

Geographical information

The Company operates primarily in Europe.

In presenting the geographical information, revenue is based on the location of the customer. Assets are based on the geographic locations of the assets.

Year ended December 31, 2024	The Netherlands	Rest of World	Total
Revenue	632,116	662,746	1,294,862
Non-current assets	509,560	571,910	1,081,470

Year ended December 31, 2023	The Netherlands	Rest of World	Total
Revenue	605,307	519,666	1,124,973
Non-current assets	617,293	397,749	1,015,042

Major customers

No customer represents revenue in excess of 5% of total revenue in both years ended December 31, 2024 and 2023.

22. Contingencies

In the normal course of operations, the Company is subject to litigation and claims from time to time. The Company may also be subject to lawsuits, investigations and other claims, including environmental, labour, income and sales tax, product, customer disputes and other matters. The Company believes that adequate provisions have been recorded in the accounts where required. Although it is not always possible to estimate the extent of potential costs, if any, the Company believes that the ultimate resolution of such contingencies will not have a material adverse impact on the results of operations, financial position or liquidity of the Company.

23. Guarantees

(a) In the normal course of business, some of the Company's subsidiaries entered into lease agreements for facilities. As the joint lessees, the subsidiaries agree to indemnify the lessor for

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

liabilities that may arise from the use of the leased facility. The maximum amount potentially payable under the foregoing indemnity cannot be reasonably estimated. The subsidiaries have liability insurance that relates to the indemnifications.

(b) The Company and its subsidiaries have provided routine indemnifications to some of its customers against liability if the Company's product infringes on a third party's intellectual property rights. The maximum exposure from the indemnifications cannot be reasonably estimated.

24. Changes in non-cash operating working capital

	Year ended December 31,
	2024	2023
Decrease (increase) in current accounts receivable	8,810	(16,523)
Decrease (increase) in current unbilled revenue	2,591	1,115
Decrease (increase) in other current assets	(2,933)	(9,239)
Decrease (increase) in inventories	292	405
Decrease (increase) in other non-current assets	7,268	(2,200)
Increase (decrease) in other non-current liabilities	(4,536)	(7,553)
Increase (decrease) in current accounts payable and accrued liabilities, excluding holdbacks from acquisitions	7,807	10,739
Increase (decrease) in current deferred revenue	7,157	4,001
Increase (decrease) in current provisions	651	(805)
Change in non-cash operating working capital	27,106	(20,062)

25. Related parties

Transactions with related parties are assumed when a relationship exists between the Company and a natural person or entity that is affiliated with the Company. This includes, amongst others, the relationship between the Company and its subsidiaries, significant shareholders, directors, key management personnel, certain companies affiliated with key management personnel, and companies that are under common control of the Company's controlling shareholder, CSI. Transactions are transfers of resources, services or obligations, regardless whether anything has been charged. There have been no transactions with related parties that were not on a commercial basis, except from financing obtained from CSI, as explained below.

Transactions with CSI

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

The Company pays management fees to CSI (included within "Other, net" expenses) and reimburses CSI for certain expenses paid on behalf of the Company. Furthermore, CSI reimburses the Company for certain salary expenses incurred by the Company on behalf of CSI. The net payments made by the Company to CSI for management fees and reimbursements of expenses during the year ended December 31, 2024 was EUR 9,627 (December 31, 2023 - EUR 8,425). During the year ended December 31, 2024, the Company expensed management fees of EUR 2,884 (December 31, 2023 - EUR 2,613).

The ending payable balance to CSI (included within "Accounts payable and accrued liabilities") as at December 31, 2024 was EUR 1,050 (December 31, 2023 - EUR 947).

Transactions with entities under the control of CSI

The Company also provides professional services to other entities under the control of CSI. The total amount of revenue recognized during the year ended December 31, 2024 (included within "Professional services revenue") relating to such arrangements was EUR 8,127 (December 31, 2023 - EUR 7,701). The ending receivable balance (included within "Accounts receivable") as at December 31, 2024 relating to these arrangements was EUR 1,187 (December 31, 2023 - EUR 620).

During the period, CSI provided insurance related services to the Company. The total insurance expense recognized in 2024 was EUR 8 (included within "Professional Fees") and the associated prepaid expense balance at December 31, 2024 was EUR 118 (included within "Other Assets").

Transactions with Vela Software Group and CSI in conjunction with the acquisition of GeoSoftware:

On October 1, 2021, the Company acquired the assets of GeoSoftware and at that time, CSI provided a non-interest-bearing loan to the Company in the amount of USD $33,023. The loan was provided in USD (the functional currency of GeoSoftware) and was temporary financing until permanent financing was arranged. The loan was originally due on December 31, 2022 and could be repaid by the Company at any time. During the period ended March 31, 2022, the loan agreement was amended to change the due date to July 1, 2023, with the loan becoming interest-bearing at an annual rate of 2% starting July 1, 2022. During the year ended December 31, 2023, the Company recognized interest expense of EUR 304 relating to this loan. The loan was repaid in July 2023.

During the year ended December 31, 2023, the Company repaid, net of advancements, EUR 468 of the working capital loan which had previously been provided by the Vela Software Group, an operating group that is owned and controlled by CSI. The ending balance at December 31, 2023 was EUR NIL.

During the year ended December 31, 2024, GeoSoftware and Geoactive reimbursed Vela and CSI for certain expenses primarily related to salaries and benefits incurred by Vela and CSI on behalf of GeoSoftware and Geoactive. The total expenses reimbursed for the year ended December 31, 2024 was EUR 2,519 (December 31, 2023 - EUR 3,458). The amount payable as at December 31, 2024 relating to these amounts was EUR 420 (included within "Accounts payable and accrued liabilities") (December 31, 2023 - EUR 475).

During the three months ended March 31, 2024, the Company paid a pro-rata dividend to the shareholders of GeoSoftware. A dividend of EUR 2,224 was paid to Vela.

During the three months ended June 30, 2024, the Company paid a pro-rata dividend to the shareholders of GeoSoftware and Geoactive. A dividend of EUR 2,597 was paid to Vela.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

During the three months ended September 30, 2024, the Company paid a pro-rata dividend to the shareholders of Geoactive. A dividend of EUR 1,809 was paid to Vela.

During the three months ended December 31, 2024, the Company paid a pro-rata dividend to the shareholders of GeoSoftware. A dividend of EUR 1,491 was paid to Vela.

During the three months ended June 30, 2024, the Company completed a pro-rata return of capital to the shareholders of GeoSoftware. A return of capital of EUR 9,048 was paid to Vela.

During 2023, the Company paid a pro-rata dividend to the shareholders of Geoactive. A dividend of EUR 726 was paid to Vela.

During 2023, the Company paid a pro-rata dividend to the shareholders of GeoSoftware. A dividend of EUR 1,100 was paid to Vela.

During 2023, Vela provided a loan to the Company in the amount of USD $2,000. The loan is non-interest bearing, may be repaid by the Company at any time and matures in 2029. The Company is required to make annual principal payments in the amount of USD $335 and the final payment is USD $325. As at December 31, 2024, the long-term portion of the loan of USD $1,330 is included within "Other Liabilities" and the short-term portion of the loan USD $335 is included within "Accounts Payable and Accrued Liabilities".

During 2023, Vela contributed EUR 8,782 into GeoSoftware and EUR 835 into Geoactive. The contribution has been recorded as an increase to non-controlling interest by Topicus

Transactions with companies associated with key management personnel

The Company has entered into certain rental agreements for office space with companies that are affiliated with Henk-Jan Knol, a director of the Company. For the year ending December 31, 2024, the Company paid EUR 1,942 relating to these agreements (December 31, 2023 – EUR 2,665). The payable as at December 31, 2024 relating to these arrangements was EUR 10,943 (included within "Lease Obligations") (December 31, 2023 – EUR 6,111).

The Company has entered into certain agreements with companies that are affiliated with Robin van Poelje, the CEO of the Company, primarily associated with hosting services. For the year ending December 31, 2024, the Company expensed EUR 2,491 relating to these agreements, primarily included within "Third party license, maintenance and professional services" expenses (December 31, 2023 – EUR 1,950). The payable as at December 31, 2024 relating to these amounts was EUR 553 (included within "Accounts payable and accrued liabilities") (December 31, 2023 – EUR 353).

Key management personnel compensation

The key management personnel of the Company are the members of the Company's executive management team and the board of directors.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

	Years ended December 31,
	2024	2023
Salaries, bonus and employee benefits	6,044	6,404
Total	6,044	6,404

There were no significant post-employment benefits, other long-term benefits, or share-based payments attributed to the key management personnel in 2024 and 2023.

26. Non-controlling interests

The Company's non-controlling interest at December 31, 2024 is associated with Topicus Coop, an entity domiciled in the Netherlands and certain subsidiaries of Topicus Coop. Topicus Coop's common equity consists of Topicus Coop Ordinary Units. As at December 31, 2024, there were 129,841,818 Topicus Coop Ordinary Units outstanding, which are held by Topicus Coop's unitholders, as follows:

Topicus: 83,068,873 Topicus Coop Ordinary Units, representing 63.98% equity ownership.
CSI: 188,953 Topicus Coop Ordinary Units, representing 0.15% equity ownership.
Joday Group: 38,148,221 Topicus Coop Ordinary Units, representing 29.38% equity ownership.
Ijssel Group: 8,435,771 Topicus Coop Ordinary Units, representing 6.49% equity ownership

All of the Topicus Coop Ordinary Units held by CSI, the Joday Group and Ijssel Group (collectively the "Topicus Coop Exchangeable Units") are exchangeable, directly or indirectly, for Subordinate Voting Shares. The Topicus Coop Exchangeable Units comprise non-controlling interests in Topicus Coop.

Topicus Coop also has certain subsidiaries that are not owned 100% by Topicus Coop and have a non-controlling interest. In 2021, the Company acquired a 60% interest in Geosoftware, the remaining 40% is owned by the Vela Software Group. Geosoftware is domiciled primarily in Europe and North America. On May 16, 2022, the Company also acquired a controlling interest of 72.68% in Sygnity S.A. ("Sygnity"), a company based in Poland. The remaining 27.32% represents non-controlling interest. On July 1, 2022, the Company acquired a controlling interest of 60% in Geoactive, the remaining 40% is owned by the Vela Software Group. Geoactive is domiciled in Scotland.

The following tables summarize the information relating to the Company's non-controlling interests in Topicus Coop.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

	As at December 31, 2024
	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Current assets	380,463	21,871	9,747	42,316	454,396
Non-current assets	921,754	68,943	17,454	73,319	1,081,470
Total assets	1,302,217	90,814	27,201	115,635	1,535,866
Current liabilities	649,499	16,243	8,469	25,737	699,947
Non-current liabilities	257,571	30,692	3,642	12,379	304,285
Total liabilities	907,070	46,935	12,111	38,116	1,004,232
Less: Non-controlling interest of Topicus Coop subsidiaries	172	17,553	6,036	21,085	44,846
Net assets	394,975	26,326	9,054	56,434	486,788
Net assets allocated to the Ordinary Units of Topicus Coop classified as non-controlling interest					175,273
Add: Non-controlling interest of Topicus Coop subsidiaries					44,846
Total non-controlling interest					220,119

As at December 31, 2023

	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Current assets	355,817	16,520	13,052	32,347	417,736
Non-current assets	859,480	71,369	19,938	66,628	1,017,415
Total assets	1,215,297	87,889	32,990	98,975	1,435,151
Current liabilities	522,155	15,307	8,162	20,167	565,791
Non-current liabilities	257,505	2,732	4,148	12,254	276,639
Total liabilities	779,659	18,039	12,310	32,421	842,429
Less: Non-controlling interest of Topicus Coop subsidiaries	292	27,935	8,270	18,183	54,680
Net assets	435,346	41,915	12,410	48,371	538,042
Net assets allocated to the Ordinary Units of Topicus Coop classified as non-controlling interest					198,619
Add: Non-controlling interest of Topicus Coop subsidiaries					54,680
Total non-controlling interest					253,299

The following tables summarize the information on the consolidated statement of income (loss) relating to the Company's non-controlling interests in Topicus Coop.

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

	Year ended December 31, 2024
	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Revenue	1,174,266	36,801	15,678	68,117	1,294,862
Expenses	1,005,698	34,389	12,905	58,404	1,111,396
Income (loss) before income taxes	168,568	2,412	2,773	9,713	183,466
Income tax expense	35,273	(1,990)	143	578	34,004
Net income (loss) prior to non-controlling interest allocation	133,295	4,402	2,630	9,135	149,462
Less: Non-controlling interest of Topicus Coop subsidiaries	19	1,761	1,052	2,496	5,328
Net income (loss) after allocation of non-controlling interest of Topicus Coop subsidiaries	133,276	2,641	1,578	6,639	144,134
Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest					52,148
Add: Non-controlling interest of Topicus Coop subsidiaries					5,328
Total non-controlling interest					57,476
	Year ended December 31, 2023
---	---	---	---	---	---
	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Revenue	1,021,430	36,782	16,011	50,750	1,124,973
Expenses	885,324	33,961	12,950	47,970	980,205
Income (loss) before income taxes	136,106	2,821	3,061	2,780	144,768
Income tax expense	25,691	3,048	1,940	(1,341)	29,338
Net income (loss) prior to non-controlling interest allocation	110,414	(227)	1,121	4,121	115,429
Less: Non-controlling interest of Topicus Coop subsidiaries	174	(91)	448	1,126	1,658
Net income (loss) after allocation of non-controlling interest of Topicus Coop subsidiaries	110,240	(136)	673	2,995	113,772
Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest					42,016
Add: Non-controlling interest of Topicus Coop subsidiaries					1,658
Total non-controlling interest					43,674

Financial information on the statement of cash flows for Topicus Coop is as follows:

	Year ended December 31, 2024
	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Cash flows from (used in) operating activities	309,506	11,534	6,090	20,497	347,627
Cash flows from (used in) in financing activities	(191,395)	(6,669)	(9,161)	(4,376)	(211,602)
Cash flows from (used in) investing activities	(99,644)	(1,428)	(28)	(9,118)	(110,217)

TOPICUS.COM INC.

Notes to Consolidated Financial Statements

(In thousands of euros, except per share amounts and as otherwise indicated.)

(Due to rounding, numbers presented may not foot.)

Years ended December 31, 2024 and 2023

Year ended December 31, 2023

	Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity)	GeoSoftware	Geoactive	Sygnity	Topicus Coop
Cash flows from (used in) operating activities	217,756	8,992	6,659	13,151	246,558
Cash flows from (used in) in financing activities	(62,345)	(9,030)	(1,930)	(4,672)	(77,977)
Cash flows from (used in) investing activities	(126,176)	(712)	(113)	(202)	(127,203)

27. Subsequent events

On January 31, 2025, the Company purchased 8,300,029 shares in Asseco Poland S.A. ("Asseco") representing approximately 9.99% of the issued shares in Asseco. The shares were acquired at a price of 85 PLN per share. Asseco offers comprehensive, proprietary IT solutions for all sectors of the economy.

On February 4, 2025, the Company entered into a binding agreement in respect of the acquisition of 12,318,863 treasury shares of Asseco. These shares represent 14.84% of Asseco's share capital and will be purchased at a price of PLN 85 per share. The completion of the acquisition of the treasury shares remains subject to obtaining relevant regulatory and antitrust approvals.

Furthermore, subsequent to December 31, 2024 the Company completed or have entered into agreements to acquire a number of additional businesses for aggregate cash consideration of EUR 211,780 on closing plus cash holdbacks of EUR 27,841 and contingent consideration with an estimated fair value of EUR 15,579 for total consideration of EUR 255,201. The additional business acquisitions include companies catering primarily to the fashion, local government, technical service providers, information and communication technology and digital marketing verticals and are all software companies similar to the existing business of the Company.

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Topicus.com Inc. — Audit Report / Information 2024

47955_rns_2025-02-26_da393c55-c737-476c-9d08-c7a75d8927ea.pdf

Topicus.com Inc.

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for Opinion

Key Audit Matters

Evaluation of total estimated hours to complete for certain percentage-of-completion (POC) arrangements for revenue recognition

Description of the matter

Why the matter is a key audit matter

How the matter was addressed in the audit

Other Information

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditor’s Responsibilities for the Audit of the Financial Statements

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Notes to the consolidated financial statements

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1. Reporting entity

2. Basis of presentation

(a) Statement of compliance

(b) Basis of measurement

(c) Functional and presentation currency

(d) Use of estimates and judgements

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(a) Basis of consolidation

(i) Business combinations

(ii) Consolidation methods

(iii) Transactions eliminated on consolidation

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(b) Foreign currency translation

(i) Foreign currency transactions

(ii) Foreign operations

(c) Financial Instruments

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(d) Intangible assets

(i) Goodwill

(ii) Acquired intangible assets

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(iii) Research and development

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(e) Property and equipment

(i) Recognition and measurement

(ii) Depreciation

(f) Inventories

(g) Unbilled revenue

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(h) Other non-current liabilities

(i) Impairment

(i) Financial assets (including receivables)

(ii) Non-financial assets

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(j) Provisions

(k) Revenue recognition

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Contracts with multiple products or services

Nature of products and services

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Costs to Obtain a Contract

(I) Finance income and finance costs

(m) Income taxes

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(n) Investment tax credits

(o) Segment Reporting

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(p) Earnings per share

(q) Short-term employee benefits

(r) Leases

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(s) Accounting Pronouncements adopted in the period

(t) Recent accounting pronouncements not yet adopted

4. Business acquisitions

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Topicus.com Inc. Audit Report / Information 2024