REGISTERED NUMBER: 13825609 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

LUMINE GROUP UK HOLDCO LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

Directors:

T Garcia

D W Nyland

S Hamon

Registered office:

5th Floor

10 Finsbury Square

London

EC2A 1AF

Registered number:

13825609 (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 year ended 31 December 2025.

Review of business

The principal activity of the Company during the year was that of an investment holding company. The Company held investments in its subsidiary undertakings and provided strategic oversight and support to the wider group.

The results for the year are set out in the Statement of Comprehensive Income on page 10. The profit for the financial year amounted to £3.4 million (2024: £18.6 million). At 31 December 2025, the Company's net assets were £240 million (2024: £237 million).

The directors have continued to monitor the performance and financial position of the Company's subsidiary undertakings throughout the year. The Company derives value principally from its investments in those subsidiaries and from supporting the long-term development of the group.

The directors are satisfied with the performance of the Company and its subsidiaries during the year. The financial position of the Company remains strong and the directors believe that the Company is well placed to continue supporting the activities and growth of the group.

The principal risks and uncertainties facing the Company relate to the performance of its subsidiary undertakings and the recoverability of amounts owed by group companies. The directors regularly review the financial performance and cash flow forecasts of the group and, where necessary, provide financial support to subsidiary undertakings to enable them to meet their obligations as they fall due.

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 and recoverability: The Company's value depends on the performance, cash generation and liquidity of its underlying subsidiaries. Underperformance could affect the carrying value of investments and recoverability of intercompany balances.

-Subsidiary performance and cash flows: The Company does not generate material operating revenue independently and relies on subsidiaries to support returns, distributions and repayment of group balances.

-Acquisition and integration risk: The wider group's growth strategy depends on identifying, completing and integrating acquisitions, including accurate due diligence, valuation and purchase price allocation assumptions.

-Macroeconomic and market conditions: Inflation, interest rates, currency volatility, customer technology spending, trade restrictions and geopolitical events may affect subsidiary performance and investment values.

-Foreign exchange exposure: International operations expose the group to currency movements, which may affect reported subsidiary results and the sterling value of overseas investments.

-Cybersecurity, data protection and AI confidentiality: Cyber incidents, data breaches, misuse of AI tools or service interruptions could result in operational disruption, litigation, regulatory penalties, customer attrition and reputational damage.

-Legal, tax and regulatory compliance: The group operates across multiple jurisdictions and is exposed to changes in laws, tax rules, tariffs, audits, litigation and restrictions on moving funds between group companies.

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 year ended 31 December 2025, dividend income received was £3.1 million, profit after taxation was £3.4 million and the Company maintained cash balances of £42m. These indicators are considered by the Board to be the most relevant measures of the Company's performance and financial position.

Section 172(1) statement

The directors have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member whilst having regard to the matters set out in Section 172(1) of the Companies Act 2006.

As a holding company, the principal activity of the Company is the holding of investments in subsidiary undertakings and supporting the strategic objectives of the wider Group. The directors' primary decisions during the year related to the oversight of investments, capital allocation, funding arrangements and the management of risks affecting the Company and its subsidiary undertakings.

In discharging their duties under Section 172, the directors have had regard to:

- the long-term success and sustainability of the Company and the wider group;

-the interests of employees within the group and the importance of maintaining a skilled and engaged workforce;

-relationships with lenders, suppliers, customers and other stakeholders across the group;

- the impact of the group's activities on the wider community and environment;

-maintaining high standards of business conduct and corporate governance; and

-acting fairly between members of the Company.

The directors receive regular financial and operational information from the management teams of its subsidiary undertakings and considers the impact of significant decisions on key stakeholders before such decisions are approved. During the year, the directors continued to monitor the financial performance, liquidity and funding requirements of the group and considered the long-term implications of strategic decisions on the group's stakeholders.

The directors believe that the decisions made during the year were made in a manner consistent with their duty under Section 172 to promote the success of the Company for the benefit of its members as a whole.

On behalf of the board:

S Hamon - Director

23 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

Principal activity

The principal activity of the company in the year under review was that of a holding company. The Company's turnover relates to amounts claimed from the parent company, Lumine Group Inc. as part of a transfer pricing arrangement to claim the costs incurred in the year.

Dividends

No dividends will be distributed for the year ended 31 December 2025.

Future developments

No change in the company's activities is expected.

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

Directors

D W Nyland has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

T Garcia- resigned 26 August 2025 and was reappointed on 19 January 2026.

S Hamon- appointed 10 January 2025.

Going concern basis

The company has the ability to meet its financial obligations as they become due as shown by its net asset position disclosed in the Balance sheet. The Directors have also obtained a letter of support from the company's parent company, confirming that, should assistance be required in meeting its liabilities, this will be provided. As with any company placing reliance on 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 have prepared the financial statements on a going concern basis.

Streamlined energy and carbon reporting

The Company is a holding company and did not carry on any trading activities during the year. The directors have assessed the Company's energy consumption for the financial year and confirm that it was below 40,000 kWh. Accordingly, the Company qualifies as a low energy user and have taken advantage of the exemption available under Part 7A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Consequently, the Company is not required to disclose energy consumption, greenhouse gas emissions or energy efficiency actions.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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:

S Hamon - Director

23 September 2026

Opinion

We have audited the financial statements of Lumine Group Uk Holdco Ltd (the 'company') for the year 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 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 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 five, 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 and claims. We also drew on our existing understanding of the company's industry and regulations.

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 context of the financial statements, which are central to the company's ability to conduct its business or 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 102 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; and

- Manipulation of the assumptions with the impairment assessment for the investments.

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:

- identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- identifying and testing journal testing, with a risk based-approach using data analytics, in particular any journal entries posted with unusual account combinations;

- Assessing the extent of compliance with relevant laws and regulations; and

- We have evaluated management's assessment of the investment estimation and reviewed supporting evidence.

Overall, the senior statutory auditor was satisfied that 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 regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, 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

23 September 2026

Turnover

1,045,905

1,050,628

Administrative expenses

(1,062,881

)

(993,077

)

Operating (loss)/profit

5

(16,976

)

57,551

Income from shares in group undertakings

3,062,141

18,400,000

Interest receivable and similar income

466,546

115,446

Profit before taxation

3,511,711

18,572,997

Tax on profit

7

(112,009

)

(40,369

)

Profit for the financial year

3,399,702

18,532,628

Other comprehensive income

-

-

Total comprehensive income for the year

3,399,702

18,532,628

Fixed assets

Investments

8

216,626,178

216,614,354

Current assets

Debtors

9

22,940,805

18,751,130

Cash at bank and in hand

41,876,032

18,979,623

64,816,837

37,730,753

Creditors

Amounts falling due within one year

10

41,152,364

17,454,158

Net current assets

23,664,473

20,276,595

Total assets less current liabilities

240,290,651

236,890,949

Capital and reserves

Called up share capital

11

217,368,993

217,368,993

Retained earnings

12

22,921,658

19,521,956

Shareholders' funds

240,290,651

236,890,949

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

S Hamon - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

217,368,993

989,328

218,358,321

Changes in equity

Total comprehensive income

-

18,532,628

18,532,628

Balance at 31 December 2024

217,368,993

19,521,956

236,890,949

Changes in equity

Total comprehensive income

-

3,399,702

3,399,702

Balance at 31 December 2025

217,368,993

22,921,658

240,290,651

1.	Statutory information

Lumine Group Uk Holdco Ltd 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.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The company's functional and presentation currency is the Pound Sterling (£).

Going concern

The Company has the ability to meet its financial obligations as they become due as shown by its net asset position disclosed in the Balance sheet. The Directors have also obtained a letter of support from the Company's parent company, confirming that, should assistance be required in meeting its liabilities, this will be provided. As with any company placing reliance on 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.

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 29.28(b) and 29.29.

Preparation of consolidated financial statements

The financial statements contain information about Lumine Group Uk Holdco Ltd as an individual company and do not contain consolidated 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 undertaking are included by full consolidation in the consolidated financial statements of its parent, Lumine Group Inc. whose registered office is 100-5060 Spectrum Way, Mississauga Ontario, L4W 5N5, Canada.

Significant judgements and estimates

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.

Turnover

Turnover relates to the allocation of transfer pricing sales charged to Lumine Group Inc., the parent entity. The calculation of the amount is done at group level, where the sales are allocated on a pro-rata basis based on the costs of each holdco entity within the group.

Investments in subsidiaries

Investments in subsidiaries are initially measured at cost.

At each balance sheet date, the investments are assessed to determine whether there is an indication that they may be impaired, by comparing the recoverable amount to the carrying amount of each investment. If the recoverable amount of an investment is assessed to be lower than the carrying amount, an impairment loss is recognised in the profit and loss account.

Financial instruments

The company has chosen to adopt Sections 11 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including amounts owed by group undertakings and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost

(ii) Financial liabilities

Basic financial liabilities relate to trade and other payables and amounts owed to group undertakings.These are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts discounted at a market rate of interest.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

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.

4.	Employees and directors

2025

2024

£

£

Directors' remuneration

-

-

The average number of employees during the year was 7 (2024: 7).

5.	Operating (loss)/profit

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

£

Foreign exchange differences

62,765

712

6.	Auditors' remuneration

2025

2024

£

£

Fees payable to the company's auditors and their associates for the audit of the company's financial statements

10,000

9,750

Taxation compliance services

1,500

1,250

Preparation of accounts

1,500

1,250

7.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

112,009

40,369

Tax on profit

112,009

40,369

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

3,511,711

18,572,997

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

877,928

4,643,249

Effects of:

Expenses not deductible for tax purposes

-

1,977

Income not taxable for tax purposes

(765,919

)

(4,604,857

)

Total tax charge

112,009

40,369

8.	Fixed asset investments

Shares in

group

undertaking

£

Cost

At 1 January 2025

216,614,354

Exchange differences

11,824

At 31 December 2025

216,626,178

Net book value

At 31 December 2025

216,626,178

At 31 December 2024

216,614,354

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

Velocix Solutions Limited

Registered office: 10 Finsbury Square, 5th Floor, London,EC2A1AF, England.

Nature of business: Information Technology Service Activities

%

Class of shares:

holding

Ordinary

100.00

Incognito Interactive Limited

Registered office: 13-18 City Quay, Dublin 2,Republic of Ireland.

Nature of business: Software development and related activities

%

Class of shares:

holding

Ordinary

100.00

Lifecycle Software Limited

Registered office: 1 Sterling Industrial Estate, Kings Road, Newbury, Berkshire,RG14 5RQ, England.

Nature of business: Software development

%

Class of shares:

holding

Ordinary

100.00

TransMedia Holdings Limited

Registered office: 10 Finsbury Square, 5th Floor, London,EC2A1AF, England.

Nature of business: Business and domestic software development

%

Class of shares:

holding

Ordinary

100.00

Openwave Messaging K.K.

Registered office: Hibiya Mitsui Tower 12F,1-1-2 Yurakucho,Chiyoda-ku,Tokyo 100-0006, Japan.

Nature of business: Carrier grade email and multi-channel messaging

%

Class of shares:

holding

Ordinary

100.00

9.

Debtors: amounts falling due within one year

2025

2024

£

£

Amounts owed by group undertakings

22,940,805

18,751,130

10.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

5,351

1,362

Amounts owed to group undertakings

40,987,943

17,361,973

Corporation tax

106,462

40,301

Social security and other taxes

33,232

32,078

Accruals and deferred income

19,376

18,444

41,152,364

17,454,158

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

217,368,993

Ordinary

£1

217,368,993

217,368,993

There is a single class of ordinary shares. There are no restrictions on the distributions and the repayment of capital.

12.

Reserves

Retained

earnings

£

At 1 January 2025

19,521,956

Profit for the year

3,399,702

At 31 December 2025

22,921,658

Retained earnings relate to accumulated profits.

13.	Pension commitments

The company operates a defined benefit contribution scheme. The amount recognised in profit or loss as an expense relating to the contributions made by the company in the year amount to £3,216 (2024-£4,013).

The pension commitments which are included in the balance sheet at year end amount to £2,550 (2024-£2,953).

14.	Financial commitments and guarantees

In March 2024, Lumine Group Inc. entered into a $310 million credit facility agreement with its lenders. In June 2025, this was amended to increase the facility to $360 million. As part of this agreement, subsidiaries of Lumine Group Inc., including Lumine Group UK Holdco Ltd, are providing a guarantee to the lenders as security.

15.	Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	Post balance sheet events

The entity has made the following investment acquisitions after the year end:

On 25 February 2026, the company acquired 100% of the ordinary shares of AxyomCore Software (Guangzhou) Co, Ltd, a company registered in China, for £186,000.

On 1 July 2026, the company acquired 100% of the ordinary shares of Quortex UK Ltd, a company registered in England, for USD97 million (£73 million).

17.	Ultimate controlling party

The immediate parent company is Lumine Group Inc., a company registered in Canada. The smallest group that incorporates the company in its financial statements is Lumine Group Inc. Consolidated financial statements of Lumine Group Inc. are publicly available from Lumine Group Inc. registered office at 100-5060 Spectrum Way, Mississauga Ontario, L4W 5N5, Canada.

The company's ultimate parent company is Constellation Software Inc., a company registered in Canada.