REGISTERED NUMBER: 16092247 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Period

20 November 2024 to 31 December 2025

for

ADAPT IT GROUP HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

K Bradley

K Mansell

Registered office:

Spectec Office 6 Nb Trafford House

Chester Road, Stretford

United Kingdom

Manchester

M32 0RS

Registered number:

16092247 (England and Wales)

Auditors:

S&W Audit

Pall Mall

1 Pollen Square

59 King Street

Manchester

M2 4PD

The directors present their strategic report for the period 20 November 2024 to 31 December 2025.

Review of business

The principal activity of the Company is that of an investment holding company within the Adapt IT group. During the period ended 31 December 2025, the Company continued to support the growth of its portfolio business through capital allocation, strategic oversight and operational governance.

A significant focus during the year was the integration and development of the Angaza acquisition and the evaluation of further strategic investment opportunities aligned with the Group's long-term growth strategy. The directors are satisfied with the overall performance and financial position of the Company during the period.

Principal risks and uncertainties

The Company is exposed to a number of risks and uncertainties which are managed through established governance and oversight processes. Key risks include:

-Investment valuation risk arising from the performance of underlying portfolio companies;

-Economic and geopolitical uncertainty in territories where portfolio companies operate;

-Cybersecurity and technology risks affecting underlying investments; and

-Regulatory and compliance risks across multiple jurisdictions.

The Board regularly reviews these risks and implements appropriate mitigation measures where necessary.

Key Performance Indicators

As an investment holding company, the directors monitor a number of key performance indicators including net asset value, the carrying value of investments, dividend income generated from subsidiary undertakings, overall profitability and available cash resources. During the period ended 31 December 2025, the Company was incorporated and acquisitions totalling £69.3 million were completed, dividend income received was £11.1 million, profit after taxation was £10.1 million and the Company maintained cash balances of £198,826. These indicators are considered by the Board to be the most relevant measures of the Company's performance and financial position.

On behalf of the board:

K Mansell - Director

19 August 2026

The directors present their report with the financial statements of the company for the period 20 November 2024 to 31 December 2025.

Incorporation

The company was incorporated on 20 November 2024 .

Principal activity

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

Dividends

A final dividend of £0.05 per share was paid during the year as recommended by the directors on 18 December 2025.

Future developments

No change in the company's activities is expected.

Directors

The directors who have held office during the period from 20 November 2024 to the date of this report are as follows:

K Bradley - appointed 1 April 2025

K Mansell - appointed 20 November 2024

Going concern basis

As with any company placing reliance in other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, 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.

On behalf of the board:

K Mansell - Director

19 August 2026

Opinion

We have audited the financial statements of Adapt It Group Holdings Limited (the 'company') for the period ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, 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 2025 and of its profit for the period 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or 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 explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 (Senior Statutory Auditor)

for and on behalf of S&W Audit

Pall Mall

1 Pollen Square

59 King Street

Manchester

M2 4PD

19 August 2026

Turnover

-

Administrative expenses

(389,457

)

Operating loss

(389,457

)

Income from shares in group undertakings

11,092,550

Profit before taxation

4

10,703,093

Tax on profit

5

(554,584

)

Profit for the financial period

10,148,509

Other comprehensive income

-

Total comprehensive income for the period

10,148,509

Fixed assets

Investments

7

69,263,882

Current assets

Debtors

8

5,922

Cash at bank

198,826

204,748

Creditors

Amounts falling due within one year

9

117,429

Net current assets

87,319

Total assets less current liabilities

69,351,201

Capital and reserves

Called up share capital

10

1,326,121

Merger relief reserve

11

64,676,571

Retained earnings

11

3,348,509

Shareholders' funds

69,351,201

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

K Mansell - Director

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

1,326,121

-

64,676,571

66,002,692

Dividends

-

(6,800,000

)

-

(6,800,000

)

Total comprehensive income

-

10,148,509

-

10,148,509

Balance at 31 December 2025

1,326,121

3,348,509

64,676,571

69,351,201

1.	Statutory information

Adapt It Group Holdings 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.

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.

The presentation and the functional currency is £.

Preparation of consolidated financial statements

The financial statements contain information about Adapt It Holdings 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.

Going Concern

As with any company placing reliance in other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

FRS 101 reduced disclosure exemptions

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.

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.

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, relate to impairment of investments.Management conduct impairment reviews of the net realisable value of investments by estimating future cash flows, requiring a combination of assumptions including revenues and costs. No impairment has been recognised in the period.

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 balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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 initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method.

Income from shares in group undertakings

Income from shares in group undertakings is recognised when there is a legally enforceable right to the dividends declared by a subsidiary.

3.	Employees and directors

There were no staff costs for the period ended 31 December 2025.

The average number of employees during the period was NIL.

During the period, all directors were remunerated through another group company. No amounts were paid directly by the company.

£

Directors' remuneration

-

4.	Profit before taxation

The profit before taxation is stated after charging:

£

Auditors' remuneration

12,750

Foreign exchange differences

47,837

5.

Taxation

Analysis of tax expense

£

Current tax:

Corporation tax

554,584

Total tax expense in statement of comprehensive income

554,584

Factors affecting the tax expense

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

£

Profit before income tax

10,703,093

Profit multiplied by the standard rate of corporation tax in the UK of 25%

2,675,773

Effects of:

Expenses not deductible for tax purposes

62,727

Income not taxable

(2,772,921

)

Tax payable in a foreign jurisdiction

554,584

Losses carried forward

34,421

Tax expense

554,584

6.

Dividends

£

Ordinary shares of £0.01 each

Interim

6,800,000

7.	Investments

Shares in

group

undertaking

£

Cost

Additions

69,263,882

At 31 December 2025

69,263,882

Net book value

At 31 December 2025

69,263,882

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Adapt IT Holdings Proprietary Limited

Registered office: Adapt IT Johannesburg Campus, 152 14th Road, Midrand, Gauteng, South Africa

Nature of business: Information Technology group

%

Class of shares:

holding

Ordinary

95.10

Angaza Inc.

Registered office: 315 Montgomery St, 10th Floor, San Francisco, CA 94104, United States

Nature of business: Information Technology

%

Class of shares:

holding

Ordinary

100.00

Angaza Kenya SaaS Limited

Registered office: L.R No 209/4490, 7th Floor, Workstyle Serviced Offices Limited, Muthangari Drive, P.O Box 22499-00506, Nairobi,Kenya

Nature of business: Information Technology

%

Class of shares:

holding

Ordinary

100.00

8.

Debtors: amounts falling due within one year

£

Trade debtors

5,922

9.

Creditors: amounts falling due within one year

£

Amounts owed to group undertakings

73,580

Accruals and deferred income

43,849

117,429

10.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

132,612,035

Ordinary

£0.01

1,326,121

11.

Reserves

Merger

Retained

relief

earnings

reserve

Totals

£

£

£

Profit for the period

10,148,509

-

10,148,509

Dividends

(6,800,000

)

-

(6,800,000

)

Share-for-share exchange

-

64,676,571

64,676,571

At 31 December 2025

3,348,509

64,676,571

68,025,080

Retained earnings relate to the cumulative profits.

Merger relief reserve relates to the acquisition of a subsidiary through an arrangement providing the allotment of equity shares in the entity.

12.	Ultimate controlling party

The immediate parent company is Volaris Group 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 on https://www.csisoftware.com.