REGISTERED NUMBER: 14904313 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

BRILLIAN UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Directors:

K Mansell

B Beattie

M Dufton

Registered office:

Spectec Office - 6 Nb Trafford House

Chester Road

Stretford

Manchester

M32 0RS

Registered number:

14904313 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company is to act as a holding company for companies operating in the software business.

Future developments

No change in the company's activities is expected.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Significant events since the end of the financial year

In January 2025, the company acquired 100% shares IDEA Data Solutions for $9,316,994 (£7,447,558).

In April 2025, the company acquired 100% shares Verilocation Limited (formerly Addsecure HoldCo Limited (UK)) for £7,000,000.

In July 2025, the company acquired 100% shares Trakm8 Limited (formerly Trakm8 Holdings plc) for £7,761,822.

In September 2025, the company acquired Clarity RFID AB for $22,200 (£16,387) and Clarify RFID LImited for $273,510 (£201,893) as part of an asset purchase agreement.

No other significant events affecting the company have occurred since the end of the financial year.

Directors

The directors during the year under review were:

K Mansell

B Beattie

M Dufton

The directors holding office at 31 December 2024 did not hold any beneficial interest in the issued share capital of the company at 1 January 2024 or 31 December 2024.

Going concern basis

The company has made a loss for the period ended 31 December 2024 and at that date had net current liabilities. The company is dependent, in the absence of other funding, on the continued financial support of Brillian Canada Inc, the parent company. Brillian Canada Inc confirmed its commitment to provide the necessary support by providing adequate facilities, which when combined with growth and cost management plans will ensure the company can continue to operate.

Statement of directors' responsibilities

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

Statement as to disclosure of information to auditors

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

K Mansell - Director

29 September 2025

Opinion

We have audited the financial statements of Brillian Uk Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:

- The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements; and

- UK taxation law.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were:

- Manipulation of financial statements, especially investments, via fraudulent journal entries.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- Reviewed investments, and supporting forecasts and assumptions, for any indications of impairment to ensure cost is appropriate; and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

Overall, the senior statutory auditor was satisfied the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. THis risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

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

Use of our report

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

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

29 September 2025

Turnover

4

94,641

-

Administrative expenses

(194,348

)

(32,582

)

Operating loss

(99,707

)

(32,582

)

Exceptional income

6

351,789

-

252,082

(32,582

)

Interest payable and similar expenses

7

(106,923

)

-

Profit/(loss) before taxation

8

145,159

(32,582

)

Tax on profit/(loss)

9

-

-

Profit/(loss) for the financial year

145,159

(32,582

)

Other comprehensive income

-

-

Total comprehensive income for the year

145,159

(32,582

)

Fixed assets

Investments

10

99,991,749

3,096,349

Current assets

Debtors

11

317,916

50

Cash at bank

593,559

-

911,475

50

Creditors

Amounts falling due within one year

12

5,547,401

294,974

Net current liabilities

(4,635,926

)

(294,924

)

Total assets less current liabilities

95,355,823

2,801,425

Creditors

Amounts falling due after more than one year

13

507,149

154,566

Net assets

94,848,674

2,646,859

Capital and reserves

Called up share capital

14

94,736,097

2,679,441

Retained earnings

15

112,577

(32,582

)

Shareholders' funds

94,848,674

2,646,859

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

K Mansell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

2,679,441

-

2,679,441

Total comprehensive income

-

(32,582

)

(32,582

)

Balance at 31 December 2023

2,679,441

(32,582

)

2,646,859

Changes in equity

Issue of share capital

92,056,656

-

92,056,656

Total comprehensive income

-

145,159

145,159

Balance at 31 December 2024

94,736,097

112,577

94,848,674

1.	Statutory information

Brillian Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company has taken advantage of the exemption under s.401 of the Companies Act 2006 not to prepare consolidated financial statements because it is included in the financial statements of Constellation Software Inc which are available at www.csisoftware.com.

2.	Accounting policies

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Brillian UK Limited as an individual company and do not contain consolidation financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidation of its parent, Constellation Software Inc, whose registered office is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Going concern

The company has made a loss for the period ended 31 December 2024 and at that date had net current liabilities. The company is dependent, in the absence of other funding, on the continued financial support of Brillian Canada Inc, the parent company. Brillian Canada Inc confirmed its commitment to provide the necessary support by providing adequate facilities, which when combined with growth and cost management plans will ensure the company can continue to operate.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies

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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured at initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method.

3.	Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements 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 the estimates.

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

Information about the assumptions and estimation uncertainties that have the most significant effect on recognition and measurement of assets, liabilities, income and expense is provided below.

Critical adjustments that management have made in the process of applying accounting policies disclosed herein, and that have a significant effect on the amounts recognised in the financial statements, relates to the following:

Impairment of investments

Management consider the carrying value of investments by estimating future cash flows, requiring a combination of assumptions including revenues and costs. An impairment of £nil (2023: £nil) has been recognised.

Contingent consideration

As part of the acquisition of the investments, the company has recognised contingent consideration as a financial liability, measured at fair value, where included in the share purchase agreements. Management applied judgement in classifying the arrangement as a liability, based on contractual terms and expected settlement in cash. Management have also applied in judgement in estimating the fair value, which involves the assumptions about future performance targets, probability of payment, and discount rates. The liability is remeasured at each reporting date, with changes in fair value in profit or loss. These estimates are reviewed regularly and may change based on updated forecasts or market conditions.

4.

Turnover

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

5.	Employees and directors

There were no staff costs for the year ended 31 December 2024 nor for the period ended 31 December 2023.

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

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

12

-

Staff costs are fully recharged to group entities and are therefore excluded from the costs disclosed above.

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

£

£

Directors' remuneration

-

-

Directors remuneration has been fully recharged to group entities and therefore excluded from the costs disclosed above.

6.	Exceptional items

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

£

£

Exceptional income

351,789

-

The exceptional income is a fair value adjustment for contingent consideration.

7.

Interest payable and similar expenses

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

£

£

Other finance costs

106,923

-

8.	Profit/(loss) before taxation

The profit before taxation (2023 - loss before taxation) is stated after charging:

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

£

£

Auditors' remuneration

15,000

-

Foreign exchange differences

162,153

32,419

Auditor remuneration relates to the audit fee for financial year 2023 and financial year 2024 audits.

9.

Taxation

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.

Factors affecting the tax expense

The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

Period

30/5/23

Year Ended

to

31/12/24

31/12/23

£

£

Profit/(loss) before income tax

145,159

(32,582

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

36,290

(8,146

)

Effects of:

Expenses not deductible for tax purposes

51,658

8,146

Income not taxable for tax purposes

(87,948

)

-

Tax expense

-

-

10.	Investments

Shares in

group

undertaking

£

Cost

At 1 January 2024

3,096,349

Additions

96,895,400

At 31 December 2024

99,991,749

Net book value

At 31 December 2024

99,991,749

At 31 December 2023

3,096,349

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Evolis s.a.r.l

Registered office: 20 Place des Halles 67000, Strasbourg, Grand Est France

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

Worldwide Chain Stores Limited

Registered office: Suite A, 82 James Carter Road, Mildenhall, England, IP28 7DE

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

Data Consulting S.A.

Registered office: Chemin d'Entre-Bois 25, 1018 Lausanne, Switzerland

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

SpecTec Group Holdings

Registered office: 2 Filiou Zannettou Street, C&F Orologa Building, Ground Floor, Office 1, Limassol, 3021, Cyprus

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

88.89

Akuiteo SAS

Registered office: 222 a 224 Cours Lafayette, 69003 Lyon, France

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

Gaina Limited

Registered office: Custom House, Custom House Square, Belfast, Northern Ireland, BT1 3ET

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

Drams Software Limited

Registered office: 1 Berry Street, Aberdeen, Scotland, AB25 1HF

Nature of business: Computer software

%

Class of shares:

holding

Ordinary

100.00

11.

Debtors: amounts falling due within one year

2024

2023

£

£

Amounts owed by group undertakings

285,803

-

Other debtors

32,113

50

317,916

50

12.

Creditors: amounts falling due within one year

2024

2023

£

£

Amounts owed to group undertakings

4,875,413

213

Other creditors

664,488

294,761

Accruals and deferred income

7,500

-

5,547,401

294,974

13.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Other creditors

507,149

154,566

14.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

9,473,609,576

Ordinary

£0.01

94,736,097

2,679,441

9,205,665,600 Ordinary shares of £0.01 each were allotted and fully paid for cash at par during the year.

Each ordinary share has attached full voting, dividend and capital distribution rights (including on winding up).

15.

Reserves

Retained

earnings

£

At 1 January 2024

(32,582

)

Profit for the year

145,159

At 31 December 2024

112,577

16.	Events after the reporting period

In January 2025, the company acquired 100% shares IDEA Data Solutions for $9,316,994 (£7,447,558).

In April 2025, the company acquired 100% shares Verilocation Limited (formerly Addsecure HoldCo Limited (UK)) for £7,000,000.

In July 2025, the company acquired 100% shares Trakm8 Limited (formerly Trakm8 Holdings plc) for £7,761,822.

In September 2025, the company acquired Clarity RFID AB for $22,200 (£16,387) and Clarify RFID LImited for $273,510 (£201,893) as part of an asset purchase agreement.

17.	Ultimate controlling party

The immediate parent company is Brillian Canada Inc, a company registered in Canada. The ultimate parent company is Constellation Software Inc, a company registered in Canada. The smallest and largest group for which consolidated financial statements are prepared is Constellation Software Inc. Copies of these financial statements are publicly available.