ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Financial Statements

Damoco Bidco Limited

For the year ended 31 January 2026

Registered number: 09317188


Damoco Bidco Limited

Company Information

Directors	Walter Alpheus Jones III
	Chris Nickerson
	Michael Lee Workman


Registered number	09317188


Registered office	BDO LLP
	First Floor, North Bottle Works
	The Bars
	Guildford
	Surrey
	GU1 4LP United Kingdom


Independent auditor	Grant Thornton
	Chartered Accountants & Statutory Auditors
	13-18 City Quay
	Dublin
	D02 ED70
	Republic of Ireland


Bankers	Barclays Bank PLC
	1 Churchill Place
	London
	E14 5HP


Solicitors	Fladgate LLP
	16 Great Queen Street
	London
	WC2B 5DG
	United Kingdom


Damoco Bidco Limited

Contents

	Page
Strategic report	1 - 2
Directors' report	3 - 6
Directors' responsibilities statement	7
Independent auditor's report	8 - 12
Statement of comprehensive income	13
Statement of financial position	14
Statement of changes in equity	15 - 16
Notes to the financial statements	17 - 37


Damoco Bidco Limited

Strategic report

For the year ended 31 January 2026

Introduction

The directors present the Strategic Report for Damoco Bidco Limited (the “Company”) for the year ended 31 January 2026.

Principal activity

The principal activity of the Company is that of an intermediate holding company and it provides financing and management services within the Damovo Group. The principal activity of the wider Damovo Group is to provide Information and Communications Technology (“ICT”) solutions and services for enterprises in both the private and public sectors.

Atlanta Topco Limited (“ATL”) is the head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. Atlanta Topco Limited and its wholly-owned subsidiaries are commonly known as the Damovo Group (“the Group”).

No significant change in the Company’s principal activity is expected.

Business review

The financial result for the year is a profit of €2,489,407 (2025 - loss of €4,744,964) which is in line with Board expectations.

As at 31 January 2026, the Company had a total net assets position of €43,385,073 (2025 - €40,895,666). However, as a significant part of total liabilities represents amounts owing to fellow group undertakings, the demand for repayment of which is wholly within the control of the Group, the Board is satisfied that this does not present any liquidity issues for the Company.

Principal risks and uncertainties

From the perspective of the Company, the principal risks and uncertainties are the same as the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Damovo Group, which include those of the Company, are discussed in the Atlanta Topco Limited consolidated group financial statements which do not form part of this report.

The key risk of the Company is the impact any deterioration in financial performance of group undertakings would have on recoverability of balances due from those group undertakings and in the value of its investments in subsidiary undertakings. Due to the current financial strength of its subsidiary undertakings, the Directors consider that the actual risk the Company is exposed to is minimal.

Key performance indicators (KPIs)

Given the straightforward nature of the Company’s business, being that of an intermediate holding company, the Company’s directors are of the opinion that an analysis using KPIs is not necessary for an understanding of the development, performance or position of the Company’s business. Costs of the business are tracked monthly against an annual budget approved by the directors.

Page 1


Damoco Bidco Limited

Strategic report (continued)

For the year ended 31 January 2026

Future developments

The Company’s future developments are solely dependent on the success of the Group. Management believe that the Group can continue to grow revenue and profits by following the Group’s strategy and this strategy is detailed in Atlanta Topco Limited’s consolidated group financial statements and thus do not form part of this report.

In addition, the Group will continue to review strategic acquisition opportunities where it is possible to add expertise or scale in a value creating manner via inorganic projects. As the Company is managed as part of the overall Group, it will continue to offer financing and management support to the rest of the Group as part of that overall strategy.

Directors' statement of compliance with duty to promote the success of the Group

The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1) (a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 January 2026. The following paragraphs summarise how the directors fulfil their duties:

∙The directors recognise that the Company's employees and those of the wider Group are fundamental and core to their business and aim to be a responsible employer in their approach to pay and benefits their employees receive and through training. The health, safety and wellbeing of their colleagues are of the highest importance and ensuring these is one of their primary considerations in the way they do business.

∙The directors also aim to act responsibly and fairly in their engagement with suppliers, customers, regulators, bankers and insurers and are in direct contact on a regular basis. The directors respond quickly and fully to queries from regulators, bankers and insurers as required.

∙The directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The directors recognise that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future.

This report was approved by the board and signed on its behalf.

................................................

Chris Nickerson

Director

Date: 21 May 2026

Page 2


Damoco Bidco Limited

Directors' report

For the year ended 31 January 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

The Company has elected to take the exemption to exclude items in the Directors' Report which are included within the Strategic Report under s414C(11). The item impacted relates to future developments.

Results and dividends

The profit for the year, after taxation, amounted to €2,489,407 (2025 - loss €4,744,964).

Directors

The directors who served during the year were:

Walter Alpheus Jones III

Chris Nickerson

Michael Lee Workman

Directors' indemnities

Damovo Group maintains directors' and officers' liability insurance which provides appropriate cover for legal actions brought against its directors and officers. Damovo Deutschland GmbH & Co. KG granted a deed of indemnity to Chris Nickerson, in his capacity as Chief Executive Officer of the Damovo Group and as a director of certain Damovo Companies. This deed of indemnity, which constitutes a 'qualifying third-party indemnity provision', was executed on 24 May 2024 with an effective date of 8 April 2024. The indemnity remains in force as at the date of this report and covers liabilities and associated costs incurred by the Executive in connection with the performance of his duties, to the extent permitted by the Companies Act 2006 and applicable law.

Principal shareholders

Damoco Bidco Limited’s immediate parent company is Damoco Midco Limited a company incorporated in the U.K, with a registered office at BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.

In June 2021, the ownership of Atlanta Topco Limited (the Group or Damovo Group) was transferred by GGHI to Damovo Group Trust (established in 2021). Hugh Steven Wilson, as the trustee of the Damovo Group Trust, is the person with the ultimate control over the Damovo Group.

The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available, and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.

Going concern

In assessing the going concern of the Company, the directors have considered forecasts for at least 12 months from the date of the approval of the financial statements. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group or Damovo Group to be a going concern to be able to support it. Therefore, the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions as set forth below indicate that a material uncertainty exists that may cast significant doubt on the Group and the Company’s ability to continue as a going concern.

Page 3


Damoco Bidco Limited

Directors' report (continued)

For the year ended 31 January 2026

Going concern (continued)

The financial statements have been prepared on a going concern basis. The results for the year for the Group show revenues of €166,491K (2025 - €157,484K) and a pre-tax loss of €9,640K (2025 - loss of €24,009K). Net cash generated from operations for the year ended 31 January 2026 was €10,945K (2025 - €5,040K) and net liabilities (or shareholders' deficit) as at 31 January 2026 were €65,635K (2025 - €56,224K). Net liabilities have partly arisen because of classifying €67,197K (2025 - €73,983K) of preference shares (including accrued dividends) as debt as opposed to equity, in line with the agreement. The Group’s financing arrangements also include borrowings which mature within twelve months of the date of approval of these financial statements.

As of 31 January 2026, the Group's current liabilities exceeded its current assets by €120,493K. The Directors note that this current deficit is fundamentally driven by the Group's legacy capital structure and historical shareholder default, rather than the working capital requirements of the underlying operations of the Group. Normalising for these specific financing and legacy items, namely the reclassification of the €96,418K Triton & Kartesia (“TK”) Senior Facilities Agreement (“SFA”) loan as a current liability; €19,045K in accrued preference share dividends as current liabilities; and a €7,134K deferred consideration payable by the former shareholder, the Group's operational net current assets stand at €2,104K.

Global Growth Holdings, Inc. (now Global Growth Holdings, LLC) ("GGHI"), provided €46,161K of preference share funding to complete the acquisition of the Damovo subsidiaries; and Ares Management Limited ("ARES") also provided €50,000K of a senior loan note financing facility to the Group.

In September 2022, the Group completed the re-financing of the ARES loan of €50,000K with TK for an amount of €55,000K and aimed to improve the current liability position of the Group. As part of the re-financing, a settlement agreement was also reached with Damoco (Bermuda) Limited (and others) (In Liquidation) (“previous owners” or “Damoco Bermuda”) and GGHI to settle a legal dispute related to contingent consideration following their sale of the Damovo Group to GGHI in 2018. Under the settlement agreement, total aggregate deferred consideration and costs of €14,960K was paid to Damoco Bermuda on completion of the re-financing in September 2022. A further amount of €7,034K, comprising principal plus accrued interest and annual interest at an agreed rate, was payable over three years in quarterly instalments. It was also agreed that GGHI would fund these amounts on behalf of the Damovo Group pursuant to an equity commitment letter entered into between GGHI and the former owners of the Group in which it undertook to pay all of the deferred consideration under the settlement agreement.

However, in February 2023, and until the date of approval of these accounts, GGHI defaulted on its obligations under the equity commitment letter. No further payments were made by GGHI. This legacy payment default represented a breach of the settlement agreement and is a cross-default under the SFA with TK. The payment default triggers certain rights for both the former owners and TK entitling them to enforce their respective underlying security in relation to the relevant Group entities. There are banking covenants in place in relation to the Facility, which include net leverage and cash flow cover requirements to be reported on a quarterly basis. During the year and at the date of approval of accounts, the Group was in breach of the net leverage and cash flow cover covenants in the SFA. However, at the date of approval of the financial statements, the current lenders have not taken any enforcement action in respect of the defaults, and the Group continues to work constructively with all stakeholders to achieve a comprehensive resolution.

Page 4


Damoco Bidco Limited

Directors' report (continued)

For the year ended 31 January 2026

Going concern (continued)

To resolve the default and achieve a holistic resolution, a strategic transaction process has been initiated by the lenders. This process is currently in an advanced due diligence phase. While management is actively coordinating with the lenders and facilitating the due diligence requirements, no legally binding definitive transaction documents have been executed at the date of approval of these accounts. While enforcement rights exist as a result of the defaults and upcoming maturities, the Group’s lenders are aware of the Group’s current position and are engaged in ongoing and constructive discussions with the Group and other stakeholders to explore potential solutions. There is, however, a material uncertainty associated with these conditions, which may impact the Group’s ability to continue operating as a going concern. While no binding agreements have been reached at the date of approval of these financial statements, the current lenders have a strong and co-operative working relationship with the Damovo Group and are supportive of the business, with current focus on developing and executing a viable plan to address the payment default with all relevant stakeholders. The financial statements do not include any adjustments should the continued support of the lenders not be forthcoming.

The Board of Directors have prepared an overall group strategy to create sustainable positive trading results within the Group. The underlying operational business remains robust and continues to perform in line with management's operational strategy. The operational subsidiaries operate with a high degree of financial independence, maintaining their own constructive relationships with regional lenders and remaining fully current on all interest payments for their short-term working capital facilities.

The Board have also considered the year-to-date performance of the Group and continue to take actions to ensure that the Group is profitable in the future through an increase in activity and turnover together with managing expenses and overheads.

Accordingly, the directors believe that it is appropriate for the financial statements to be prepared on a going concern basis, based on historical experience, the Group's performance up to the current date, coupled with the continued support of the group's lenders and the active process to resolve the capital structure for a minimum period of twelve months from the date of signing of the financial statements.

Research and development activities

The Company does not engage in research and development activities.

Streamlined energy and carbon reporting (SECR)

The Company has consumed less than 40,000 kWh of energy in the UK during the reporting period and therefore qualifies as a low energy user under Part 7 of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Accordingly, the Company is exempt from disclosing detailed energy and carbon information.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 5


Damoco Bidco Limited

Directors' report (continued)

For the year ended 31 January 2026

Events after the reporting date

The Directors have carried out a post balance sheet review and concluded that no events have occurred between 31 January 2026 and the date of approval of these financial statements that require adjustment to amounts recognised in the financial statements. As described in Note 2.3, the strategic transaction process remains in progress at the date of approval, and the SFA matures on 12 September 2026; these matters are non-adjusting events disclosed in Note 2.3 and are referred to as a material uncertainty in the auditor's report.

Auditor

The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

Chris Nickerson

Director

Date: 21 May 2026

Page 6


Damoco Bidco Limited

Directors' responsibilities statement

For the year ended 31 January 2026

The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 UK 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 to 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.

This responsibility statement was approved by the Board of Directors and is signed on its behalf by:

................................................

Chris Nickerson

Director

Date: 21 May 2026

Page 7

Independent auditor's report to the members of Damoco Bidco Limited

Opinion

We have audited the financial statements of Damoco Bidco Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 January 2026, and the related notes to the financial statements, including a summary of material accounting policy information.

The financial reporting framework that has been applied in the preparation is applicable law and United Kingdom Accounting Standards, issued by the Financial Reporting Council, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, Damoco Bidco Limited's financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 January 2026 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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.

Material uncertainty related to going concern

In forming our opinion, which is not modified, we draw attention to disclosures made in the Directors’ report and Note 2.3 in the financial statements concerning the Company’s ability to continue as a going concern. The Company is an intermediate holding company and therefore is reliant on the Atlanta Topco Limited Group (Group or Damovo Group) to be a going concern to be able to support it. Therefore the going concern review focuses on the forecasts for the Group and their ability to continue as a going concern. The events and conditions, along with other matters as set forth in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The validity of this assumption as stated in Note 2.3 depends on the outcome of the actions taken by the directors to return the Group to profitability and the continued support of the Group's stakeholders and lenders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue in existence.

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

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

Page 8

Independent auditor's report to the members of Damoco Bidco Limited (continued)

Other information

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. 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.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and

∙the Directors' report and the Strategic Report 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic Report.

We have nothing to report in respect of the following matters in relation to which 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.

Page 9

Independent auditor's report to the members of Damoco Bidco Limited (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes their 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.

A further description of an auditor's 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 auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Company and the industry, we identified the principal risks of non-compliance with laws and regulations in which they operate. We determined that the following laws and regulations related to Communications Act 2003, Wireless Telegraphy Act 2006, National Security and Investment Act 2021, Data Protection Act & Privacy and Electronic Communications Regulations, European Electronic Communications Code, Digital Markets Act (DMA) & Digital Services Act (DSA), Net Neutrality Regulation, and General Data Protection Regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and relevant UK taxation laws. The audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations.

Page 10

Independent auditor's report to the members of Damoco Bidco Limited (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional skepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.

In response to these principal risks, our audit procedures included but were not limited to:

∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

∙inspection of the company's regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;

∙gaining an understanding of the internal controls established to mitigate risk related to fraud;

∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;

∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

∙challenging assumptions and judgements made by management in their significant accounting estimates, including carrying value of investments and,

∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

Page 11

Independent auditor's report to the members of Damoco Bidco Limited (continued)

The purpose of our audit work and to whom we owe our responsibilities

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 an auditor’s report 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.

Tracey Sullivan (Senior statutory auditor)

for and on behalf of

Grant Thornton

Chartered Accountants &

Statutory Auditors
13-18 City Quay

Dublin

Date: 21 May 2026

Page 12


Damoco Bidco Limited

Statement of comprehensive income

For the year ended 31 January 2026

	2026	2025
Note	€	€


Turnover	4	13,705,667	7,028,649
Administrative expenses		(7,320,967)	(5,762,498)
Exceptional items	10	(2,401,571)	(4,504,605)
Operating profit/(loss)	5	3,983,129	(3,238,454)
Interest receivable and similar income	7	113,504	299,029
Interest payable and similar expenses	8	(1,607,226)	(1,805,539)
Profit/(loss) before tax		2,489,407	(4,744,964)
Tax on profit/(loss)	9	-	-
Profit/(loss) for the year		2,489,407	(4,744,964)

All activities of the Company are classed as continuing.

There was no other comprehensive income for 2026 (2025 - €Nil).

The notes on pages 17 to 37 form part of these financial statements.

Page 13


Damoco Bidco Limited Registered number:09317188

Statement of financial position

As at 31 January 2026

		2026		2025
Note		€		€

Non-current assets
Intangible assets	11		27,714		12,631
Property, plant and equipment	12		2,155		3,194
Investments in subsidiary undertakings	13		93,364,197		93,364,197
			93,394,066		93,380,022
Current assets
Debtors: amounts falling due within one year	14	7,885,071		8,795,689
Cash at bank and in hand	15	272,059		48,736
		8,157,130		8,844,425
Current liabilities
Creditors: amounts falling due within one year	16	(8,898,649)		(8,687,851)
Net current (liabilities)/assets			(741,519)		156,574
Total assets less current liabilities			92,652,547		93,536,596
Creditors: amounts falling due after more than one year	17		(49,267,474)		(52,640,930)

Net assets			43,385,073		40,895,666

Capital and reserves
Called up share capital	18	100	100
Share premium account	19	84,900	84,900
Other reserves	19	50,697,787	50,697,787
Capital contribution	19	27,924,477	27,924,477
Profit and loss account	19	(35,322,191)	(37,811,598)
Shareholders' funds		43,385,073	40,895,666

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 May 2026.

................................................

Chris Nickerson

Director

The notes on pages 17 to 37 form part of these financial statements.

Page 14

		Damoco Bidco Limited

Statement of changes in equity

For the year ended 31 January 2026

	Called up share capital	Share premium account	Other reserves	Capital contribution	Profit and loss account	Total equity
	€	€	€	€	€	€
At 1 February 2025	100	84,900	50,697,787	27,924,477	(37,811,598)	40,895,666
Comprehensive income for the year
Profit for the year	-	-	-	-	2,489,407	2,489,407
At 31 January 2026	100	84,900	50,697,787	27,924,477	(35,322,191)	43,385,073

The notes on pages 17 to 37 form part of these financial statements.

Page 15

		Damoco Bidco Limited

Statement of changes in equity

For the year ended 31 January 2025

	Called up share capital	Share premium account	Other reserves	Capital contribution	Profit and loss account	Total equity
	€	€	€	€	€	€
At 1 February 2024	100	84,900	50,697,787	25,442,477	(33,066,634)	43,158,630
Comprehensive income for the year
Loss for the year	-	-	-	-	(4,744,964)	(4,744,964)
Contributions by and distributions to owners
Capital contributions without issuance of shares	-	-	-	2,482,000	-	2,482,000
At 31 January 2025	100	84,900	50,697,787	27,924,477	(37,811,598)	40,895,666

The notes on pages 17 to 37 form part of these financial statements.

Page 16


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

1.	General information

Damoco Bidco Limited (the "Company") is a private limited company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The registered number of the Company is 09317188. The address of the registered office is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.

The nature of the Company’s operations and its principal activities are set out in the Strategic Report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in (see note 3).

The Company’s financial statements are presented in Euros.

The principal accounting policies adopted in the preparation of these financial statements are set out below:

2.2

Exemption from preparing consolidated financial statements

The Company is not required to prepare consolidated financial statements by virtue of the exemption under Section 400 of the Companies Act 2006. The results of the Company are included within the financial statements of Atlanta Topco Limited, which has prepared consolidated financial statements for the year ended 31 January 2026. The financial statements therefore present information about the Company as an individual entity and not about its group.

2.3

Going concern

Page 17


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.3

Going concern (continued)

Page 18


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.3

Going concern (continued)

2.4

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 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:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph 118(e) of IAS 38 Intangible Assets;

- paragraphs 76 and 79(d) of IAS 40 Investment Property; and

- paragraph 50 of IAS 41 Agriculture

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

Page 19


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.4

Financial Reporting Standard 101 - reduced disclosure exemptions (continued)

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Atlanta Topco Limited as at 31 January 2026 and these financial statements may be obtained from Companies House.

2.5

Functional currency

The Euro is the functional and presentational currency of the Company’s financial statements. The Euro is used by the Company for conducting the majority of its business, its financing and also for reporting its results.

2.6

Foreign currency translation

Where the Company carries out transactions in a different currency to its reporting currency, the foreign currency amounts are translated at the exchange rate ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies, such as trade receivables, trade payables and foreign currency bank accounts, are retranslated at the rate of exchange ruling at the balance sheet date. All differences arising on translating these amounts are taken to the Statement of comprehensive income in the period in which they occur.

2.7

Revenue recognition

Revenue arises mainly from the provision of the management services to group undertakings. The Company’s revenue recognition policy is to recognise revenue in the Statement of comprehensive income upon the invoicing to the Company’s subsidiaries of the management services provided, as described in Note 4 'Turnover'.

To determine whether to recognise revenue, the Company follows a 5-step process:
  1. Identifying the contract with a customer
  2. Identifying the performance obligations
  3. Determining the transaction price
  4. Allocating the transaction price to the performance obligations
  5. Recognising revenue when/as performance obligation(s) are satisfied.

Revenue is recognised either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers. The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as part of ‘trade and other payables’ in the statement of financial position. Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.

In accordance with IFRS 15, the Company recognises reimbursement of expenses and recharge of costs as part of revenue from operations.

Page 20


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.7

Revenue recognition (continued)

There is no significant management judgment required on the revenue to be recognised.

2.8

Leases

The Company considers whether a contract is, or contains a lease. A lease is defined as a contract, or part of a contract, that conveys the right to use of an asset (the underlying asset) for a period of time in exchange for consideration.

To apply this definition the Company assesses whether the contract meets three key evaluations which are whether the contract contains an identifiable asset, which is either explicitly identified in the contract or implicitly specified as being identified at the time the asset is made available to the Company; the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and the Company has the right to direct the use of the identified asset throughout the period of use.

At the lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initially measurement of the lease liability measured at the present value of future lease payments, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date.

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset, or the end of the lease term.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the rate implicit in the lease, or if this rate cannot be determined, the incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying value amount to reflect the interest on the lease liability and by reducing the liability by any repayments made. The Group re-measures the lease liability (and adjusts the related right-of-use asset) whenever the lease contract has been modified or the term changed. The modification is not accounted for as a separate lease.

Under IFRS 16, the Company recognises depreciation of the right-of-use asset and interest on the lease liability with in the Statement of comprehensive income. On the balance sheet, right-of-use assets have been included within property, plant and equipment and lease liabilities have been included within current and non-current borrowings.

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Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.9

Taxation

Tax expense represents the sum of the tax currently payable and deferred tax.

The current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in jointly controlled entities, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is charged or credited in the Statement of comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

2.10

Intangible assets

Intangible assets are stated at cost less amortisation and comprise the purchase cost of computer software and software licences, for both the Company’s IT software and Enterprise Resource Planning system “ERP”, including the costs of software that has been internally developed. Computer software and ERP are amortised to administrative expenses in the Statement of comprehensive income on a straight-line basis over the estimated useful life of the assets. The Company estimates the useful life of software to be 5-10 years and ERP (our internally developed software system) to be 5 years. The carrying value of intangible assets is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If the recoverable amount of an asset is estimated to be less than its carrying amount, the impairment loss is recognised immediately in the Statement of comprehensive income.

2.11

Property, plant and equipment

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 22


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.11

Property, plant and equipment (continued)

Depreciation is charged on a straight-line basis over the estimated useful life of the assets based on the
following rates:

Depreciation is provided on the following basis:

				Leasehold property and leasehold improvements	-	shorter of the useful life of the asset or lease term
				Computer equipment and IT infrastructure	-	20-33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Investments in subsidiary undertakings

Subsidiaries are entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Investments in subsidiaries are initially recognised at cost and subsequently carried at cost less accumulated provisions made for any impairment. Non-cash investments obtained as a result of a common control transactions are initially recognised at fair value via deemed cost approach to reflect the economic substance of the transaction, which is a reorganisation of legal form under continuing common control rather than a substantive change in economic ownership. Deemed cost in this instance pertains to the original cost of the investments at the date when control was obtained by the wider Damovo Group.

Dividends, impairment losses and reversals of impairment losses are recognised in the Statement of comprehensive income in ‘net gains on investments in subsidiaries.

Impairment losses on investment in subsidiaries are measured as the difference between cost and the current estimated recoverable amount. When the recoverable amount is less than the cost, an impairment is recognised in the Statement of comprehensive income in ‘net losses on investments in subsidiaries’ and is reflected against the carrying amount of the impaired asset on the Statement of Financial Position.

2.13

Financial instruments

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires

Page 23


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.13

Financial instruments (continued)

Classification and initial measurement of financial asset

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

∙amortised cost

∙fair value through profit or loss (FVTPL)

∙fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorised as FVOCI.

The classification is determined by both:

• the entity’s business model for managing the financial asset

• the contractual cash flow characteristics of the financial asset.

Subsequent measurement of financial assets

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

∙they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

∙the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below). Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.

Page 24


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.13

Financial instruments (continued)

Impairment of financial assets

A provision against other receivables is made where there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write down is determined as the difference between the assets carrying amount and the present value of future cash flows. An assessment for impairment is undertaken at least at each reporting date.

In addition to this, IFRS 9 requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39. The expected credit loss (“ECL”) model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. The Company recognises an allowance for expected credit losses for all debt instruments not held at fair value through the profit or loss (“FVTPL”). The main financial assets that are subject to the new expected credit loss model are other receivables.

Classification and measurement of financial liabilities

The Company’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are set to reflect those that the Company believes market participants would use in pricing the asset at the measurement date.

Page 25


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.13

Financial instruments (continued)

Financial assets and liabilities

Financial assets and liabilities primarily comprise loans and advances, cash and cash equivalents, other receivable and payables and debt and other borrowings.

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Loans and advances, other receivables and payables, debt and other borrowings and subordinated loans are recognised when the Company becomes a party to the contractual provisions of the instrument and are initially measured at fair value and subsequently measured at amortised cost (less allowance for impairment on financial assets). Interest is recognised in the Statement of comprehensive income using the effective interest rate (“EIR”) method.

3.	Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are contained within this note, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Going concern

The financial statements have been prepared by the Board of Directors on a going concern basis. See 'Going concern' in Note 2 for further details.

Carrying value of investments

Investments are the most significant balance on the Company's Statement of financial position. The directors review the carrying value annually and ensure it is supportable by assessing the budgets and projections of the businesses to which it relates. Determining whether the company's investments in subsidiaries have been impaired requires estimations of the investments' values in use. The value-in-use calculations require the entity to estimate future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values. If appropriate, an impairment would be booked.

Page 26


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

Management services charge	13,705,667	7,028,649
	13,705,667	7,028,649

Analysis of turnover by country of destination:

					2026	2025
					€	€

Europe	12,370,201	6,484,263
USA	1,335,466	527,385
Rest of the world	-	17,001
	13,705,667	7,028,649

The Company provides management services to companies within the Damovo Trust. All revenues generated are from charges raised according to a Management Services Agreement, agreed by all parties on

an arm’s length basis. The Company recognises revenues, including reimbursement of expenses, based on the monthly invoices.

The Company has no outstanding performance obligations (2025 - €NIL) or has no contract assets or liabilities recognised in the financial statements (2025 - €NIL) other than amounts billed to Damovo Trust undertakings where payment has not yet been received.

	Depreciation on property, plant and equipment (including right-of- use assets)	12	2,739	6,750
	Amortisation of intangible assets	11	60,294	54,803

Fees for the auditing of the Atlanta Topco Group’s financial statements amounted to €380,000. These costs were borne in full by the Company on behalf of the UK-domiciled entities within the Group.

Page 27


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

Wages and salaries	4,276,203	4,664,081
Pension costs - defined contribution plans	49,500	84,717
	4,325,703	4,748,798

The aggregate amount of emoluments, including benefits in kind, given to key management personnel as compensation amounted to €1,168K and €1,787K in 2026 and 2025, respectively, of which the highest paid director received €947K and €932K in 2026 and 2025, respectively.

The average monthly number of employees, including the directors, during the year was as follows:

	2026	2025
	No.	No.

Directors and management	7	11

7.	Interest receivable
		2026	2025
		€	€

Interest receivable on loans with group undertakings

113,504

299,029

8.	Interest payable and similar expenses
		2026	2025
		€	€

Interest payable on loans with group undertakings and related parties	1,599,304	1,807,067
Foreign currency translation gains or losses, net	7,922	(1,528)
	1,607,226	1,805,539

Page 28


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026


Current tax on profits for the year	-	-


	Profit/(loss) for the financial year	-	-

Profit/(loss) before tax

2,489,407

(4,744,964)

Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	622,352	(1,186,241)
Effects of:
Group relief and adjustments for nil consideration	(622,352)	1,186,241
Total tax charge for the year	-	-

A deferred tax asset will only be recognised where, in the opinion of the Directors, the Company is expected to make sufficient profits against which these tax assets can be set-off on the future. At 31 January 2026, the Company had cumulative unrelieved trading losses. No deferred tax asset has been recognised in respect of these losses because the Company is not forecast to generate sufficient future taxable profits against which they could be utilised within the foreseeable future. UK trading losses carried forward do not expire.

10.	Exceptional items
		2026	2025
		€	€

Restructuring costs

2,401,571

4,504,605

During the year, management recognised provisions for expenses expected to be incurred in connection with lender-led strategic transaction process referred to within the going concern disclosure.

Page 29


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

11.	Intangible assets

		Computer software & ERP
		€
	Cost
	At 1 February 2025	1,071,653
	Additions - external	75,377
	At 31 January 2026	1,147,030
	Amortisation
	At 1 February 2025	1,059,022
	Charge for the year on owned assets	60,294
	At 31 January 2026	1,119,316
	Net book value
	At 31 January 2026	27,714
	At 31 January 2025	12,631

All intangible assets above are unsecured.

Page 30


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

12.	Tangible fixed assets

		Computer equipment
		€
	Cost or valuation
	At 1 February 2025	27,666
	Additions	1,700
	At 31 January 2026	29,366
	Depreciation
	At 1 February 2025	24,472
	Charge for the financial year	2,739
	At 31 January 2026	27,211
	Net book value
	At 31 January 2026	2,155
	At 31 January 2025	3,194

Page 31


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

13.	Investment in subsidiaries

		Investments in subsidiary companies
		€
	Cost or valuation
	At 1 February 2025	95,305,942
	At 31 January 2026	95,305,942
	Impairment
	At 1 February 2025	1,941,745
	At 31 January 2026	1,941,745
	Net book value
	At 31 January 2026	93,364,197
	At 31 January 2025	93,364,197

During previous years, the directors have carried out a specific review of the investments at standalone level
of subsidiaries on account of the sale of one of the revenue contract by a subsidiary, followed by reorganisation of business operations for some of the regions. As a result of this exercise, the Directors have impaired the full carrying value of investments for Damovo Schweiz AG, as disclosed above.

As at 31 January 2026, the directors consider that the net carrying value of investments is recoverable and no additional impairment was made for financial year 2026.

Details of the subsidiaries are disclosed in the financial statements of Atlanta Topco Limited.

Page 32


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Holding

DAMOVO Deutschland GmbH & Co. KG	Fritz-Vomfelde-Straße 26, 40547 Düsseldorf, Germany	Trading company	100%
DAMOVO Deutschland TopCo GmbH	Fritz-Vomfelde-Straße 26, 40547 Düsseldorf, Germany	Holding company	100%
DAMOVO Holdings Deutschland GmbH	Fritz-Vomfelde-Straße 26, 40547 Düsseldorf, Germany	Holding company	100%
DAMOVO Deutschland Verwaltungs GmbH	Fritz-Vomfelde-Straße 26, 40547 Düsseldorf, Germany	Holding company	100%
Netfarmers GmbH	Muskatellerweg 25, 55232 Alzey, Germany	Trading company	100%
DAMOVO Österreich GmbH	Teinfaltstrasse 8/4, Vienna, A-1010, Austria	Trading company	100%
DAMOVO Belgium NV / SA	Lenneke Marelaan 8, 1932 St Stevens Woluwe, Belgium	Trading company	100%
DAMOVO Nederland NV	Papandorpseweg 100, 3528 BJ Utrecht, Netherlands	Trading company	100%
DAMOVO Luxembourg S.á.r.l	Rue Du Père Raphaël 43, L-2413 Luxembourg	Trading company	100%
DAMOVO Polska Sp. z o.o.	Postepu 21, Warsaw 02- 676, Poland	Trading company	100%
DAMOVO Schweiz AG	Zunstrasse 11, CH – 8152 Glattbrugg, Switzerland	Trading company	100%
DAMOVO Ireland Limited	Block A, Citylink Business Park, Dublin 12, Ireland	Trading company	100%
DAMOVO Costa Rica SRL	Avenida Escazu, floor 4 Torre Lexus, San Jose, Costa Rica	Trading company	100%
DAMOVO USA Inc.	Atrium Two, 221 East Fourth Street, Suite 2500, Cincinnati, OH	Trading company	100%
Data Point LLC	2764 N Green Valley Pkwy #472 Henderson NV 89014, USA	Trading company	100%
DAMOVO Sverige AB	Jagersrovagen 151D, 213 75, Malmo, Sweden	Trading company	100%
Lares Holding LLC	1624 Market St Ste 226 PMB 79199 Denver, Colorado 80202	Holding company	100%
Lares LLC	1624 Market St Ste 226 PMB 79199 Denver, Colorado 80202	Trading company	100%

Page 33


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

Subsidiary undertakings (continued)

Name

Registered office

Principal activity

Holding

Damovo Technology Services NV

Lenneke Marelaan 8,
1932 St Stevens
Woluwe, Belgium

Trading company

100%

14.

Debtors

					2026	2025
					€	€


Amounts owed by group undertakings	7,820,518	8,309,355
Prepayments and accrued income	42,320	95,486
Tax recoverable	22,233	390,848
	7,885,071	8,795,689

The carrying amounts of amounts owed by group undertakings are equal to their fair values. Amounts receivable are from 100% owned group companies and interest is charged on these loans at rate 3.5%-7%.

15.	Cash and cash equivalents
		2026	2025
		€	€

	Cash at bank and in hand	272,059	48,736

16.	Creditors: Amounts falling due within one year
		2026	2025
		€	€

Trade creditors	1,211,387	1,231,150
Amounts owed to a related party	58,228	58,228
Other taxation and social security	25,448	77,435
Accruals	4,234,432	3,735,147
Deferred income	3,369,154	3,585,891
	8,898,649	8,687,851

Amounts owed to a related party include short-term trading balances and on demand loans from subsidiaries.

Page 34


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

17.	Creditors: Amounts falling due after more than one year
		2026	2025
		€	€

	Amounts owed to group undertakings	49,267,474	52,640,930

18.	Share capital
		2026	2025
		€	€

Allotted, called up and fully paid

1,000 (2025 - 1,000) Ordinary shares of €0.10 each	100	100

The Company has one class of ordinary share, which carries no right to fixed income. There are no restrictions on these shares, which carry a right to one vote each. All other rights attaching to these shares are set out in the articles of association.

The Company is 100% owned by the parent company Damoco Midco Limited.

19.

Reserves

Share premium account

Share premium account includes any premiums received on issue of share capital.

Capital contribution

Capital contribution reserves account consists of the capital elements from discounting interest free intercompany loans from prior years.

During the year ended 31 January 2025, UK Atlanta Holdings, LLC converted its receivable from the Company’s subsidiaries, totalling €2,482K, into equity. The corresponding downstream contribution was recognised through Damovo US Holdco LLC, Damoco Midco Limited and the Company. No new contribution arose in the year ended 31 January 2026.

Other reserves

Previously, the Company capitalised amount of €50,697,787, being excess of the consideration received by the company over the carrying amount of the investment, from disposal of its subsidiary to another group undertaking in the previous year.

Profit and loss account

This account includes all current and prior period retained profits and losses.

Page 35


Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

20.

Related party transactions

The Company has availed itself of the exemption under Financial Reporting Standard 101 paragraph 8(k) not to give details of related party transactions with fellow group companies that are 100% controlled by the Damovo Group.

Transactions with related parties (not wholly owned members of the Group)

During the year, the Company had amounts receivable from fellow group undertakings of €1,640,997 (2025 - €1,766,098), comprising intercompany trade receivables of €1,452,619 (2025 - €1,396,131) due from Atlanta Topco Limited and €188,378 (2025 - €369,967) due from Atlanta Midco Limited. The Company also had intercompany trade payable of €7,316 (2025 - €7,316) due to Damoco Holdco Limited. These balances are unsecured, interest-free and repayable on demand.

Trade payable consists of €58,228 (2025 - €58,228) owed to GGHI companies, in respect of advances received by the Company during the year. There were no other material transactions carried out with GGHI companies during the year then ended.

Directors’ remuneration

The remuneration of Directors’ is set out at note 6.

21.	Post balance sheet events

22.	Commitments and contingencies

Glas Trust Corporation Limited, acting as agent for Triton and Kartesia, holds a fixed and floating charge over the assets of the Company as part of the Senior Facility Agreement.

The Company has issued a letter of support to a subsidiary undertaking. Under the terms of this letter, the Company has committed to providing support to ensure the subsidiary remains a going concern. As of the balance sheet date, no provisions have been recognised as the directors do not currently anticipate that any material outflows will be required under this arrangement.

23.	Controlling party

The financial statements of Atlanta Topco Limited represent the largest and the smallest group for which consolidated accounts are prepared and are publicly available and include the results of the Company. The registered office of Atlanta Topco Limited is BDO LLP, First Floor, North Bottle Works, The Bars,

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Damoco Bidco Limited

Notes to the financial statements

For the year ended 31 January 2026

23.Controlling party (continued)

Guildford, Surrey, GU1 4LP, United Kingdom

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