Atlanta Topco Limited (“ATL” or the “Company”) was incorporated on 4 June 2018 as a vehicle to purchase the shares in Damoco Holdco Limited's U.K. and European subsidiaries as well as all European intellectual property relating to the Damovo name and branding. This acquisition was completed on 23 August 2018, at which point ATL became the ultimate parent company of the Damovo Group (“Damovo”). ATL and its subsidiaries form the “Group” for consolidation purposes.

The financial results in this report refer to the year ended 31 January 2026.

Damovo is an established independent provider of Information and Communications Technology (“ICT”) solutions and services for enterprises in both the private and public sectors. The ICT market combines information technology and telecommunications. Within the ICT sector, Damovo focuses on enterprise communications solutions including voice networks, data networks, unified communications, as well as applications such as video, collaboration and contact centres. Damovo designs, develops, and installs communications solutions as well as providing support and maintenance and managed services for those solutions.

Damovo's strengths are its ability to deliver resilient communications solutions tailored to customer requirements, using a range of technologies, and its ability to support and manage enterprise communications both on-site and remotely.

Damovo's capabilities extend across multiple technology partners in relation to both voice and data and also information security. As a result, Damovo can offer customers a vendor-agnostic view of the solution they are seeking.

Damovo's business activities are managed through local operating subsidiaries. The Group's subsidiaries have a local presence in Germany, Belgium, Poland, Switzerland, Ireland, Luxembourg, Netherlands, Austria, Sweden, Costa Rica and U.S.A.; together with Global Services, which promotes the Group's international services.

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). The loss has been made as a result of external financing costs €24,292K (2025: €22,177K) and amortisation of intangibles €3,483K (2025: €3,991K). Preference shares dividends have been accrued in line with the agreement, but no dividend payment has yet been made. As such, the dividend charges will recur until the preference shares are settled.

The Group uses adjusted earnings before interest, tax, depreciation, and amortisation (“adjusted EBITDA”), a Key Performance Indicator for the Group, as a non-GAAP measure to assess underlying business performance. This metric is used internally by management and the Board to monitor financial performance and support decision-making.

Adjusted EBITDA in the period was €17,728K (2025: €20,560K). Adjusted EBITDA is calculated as per the Group policy on ‘Adjusting items' within note 1, ‘Material accounting policies'. Expected increases in adjusted EBITDA going forward as per management's latest planning will lead to recovery of losses before tax over the coming 5 years.

Net cash inflow from operating activities 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).

The Group's results are set out on pages 19 to 23 of this report.

The Board monitors the Group's progress against its strategic objectives and the financial performance of the Group's operations on a regular basis. Performance is measured against strategy, budgets and forecasts using financial and non-financial targets. The following is a summary of the financial Key Performance Indicators (KPI's) used:

As defined in the Business review above, businesses are targeted on achieving year on year growth in adjusted EBITDA. Current period-adjusted EBITDA is €17,728K (2025: €20,560K), which is in line with Board expectations.

This reconciles to the Group's operating profit/loss as follows:

Management monitors revenue by line of business for each entity within the Group with a view to growing all three business lines, in particular managed services revenue, in absolute terms each year. The focus on managed services is due to the greater predictability of this revenue stream as well as ancillary growth opportunities arising from such contracts.

Damovo's customers are generally large multi-national enterprises and therefore business is aligned on functional segments in order to best meet customer needs. Details of performance by line of business are disclosed within note 2.

The Group's cash position is monitored regularly, and the positions shown in the table of KPI's below are in line with Board expectations.

Management looks at trends in order intake, forward order book and sales pipeline in each line of business, as lead indicators of forward revenue visibility. In the period, order intake grew materially, whilst maintaining a significant pipeline of future sales opportunities and closing forward order book. Management considers that the combination of these KPI results, as summarised in the table below, are indicative of underlying growth achieved in trading in the year and, also of favourable future trading trends.

The directors consider the above financial KPIs to be appropriate for the business. For example, the overall value for Sales pipeline indicates possible future revenues from new business based on current opportunities identified at the balance sheet date. Order intake relates to booked customer orders in the period, and the calculation of the Forward order book determines how much future revenue is secured at the balance sheet date.

The Group does not actively manage its performance using other non-financial criteria, for example environmental and employee matters.

The market continues to be highly competitive, in terms of both price and competitors' technology solution offerings. The main growth areas in the Group's addressable market are in combined voice and data solutions (“Unified Communications” or “UC”), contact centre applications, enterprise networks and security services.

The Group benefits from volume rebates from its key technology partners. These are accounted for as receivables when calculated and agreed each year with the supplier and credited to the profit and loss within cost of sales over the reporting period. The Group also has some short-term financing arrangements in place with a limited number of vendors on specific projects for hardware and software components. The Group's financing arrangements are detailed in note 16.

A significant change in our relationship with key suppliers could have an impact on our future working capital and profitability. However, given our current relationship with these suppliers (relationships and supplier accreditations which have been ongoing for several decades), the level and value of our business with these suppliers and our joint marketing initiatives, management judge the probability of any significant detrimental changes in these relationships to be remote.

The Group is aware of its responsibilities under the UK Modern Slavery Act 2015 (the “Act”); and has implemented a number of policies to ensure compliance.

On a regular basis, the directors, along with other senior management members, consider the potential for breaches of the Act alongside other business risks. Suppliers to the Group are usually equipment suppliers or personnel suppliers. All new suppliers are required to confirm to their relationship manager that they are in compliance with the Act, or with local requirements with at least as stringent requirements. In addition, the local commercial functions conduct checks for adverse media in respect of any such issues. No such instances were noted in the period.

The directors consider the likelihood of breaches of the Act to be a relatively low risk, on the basis that most companies in the supply chain are providers of skilled labour in Europe, where extensive labour law protections are in place.

The Group's overriding objective is to achieve profitable growth by meeting customer and market needs. The key elements to the Group's strategy for growth are:

To focus on Unified Communications, Contact Centre solutions, Enterprise Networking and Security Services in the European and North American markets.

To promote Damovo's fully managed suite of cloud-hosted communication solutions: Unified Communications & Collaboration as a Service (“UCaaS”) in key markets.

To maintain existing relationships with current customers to ensure limited risk of revenue reduction in any given reporting period.

To build on current recurring revenue base through deployment of large-scale implementation projects together with ongoing support within a long-term Managed Service wrapper.

To pursue strategic inorganic growth opportunities where growth can be accelerated in key markets by such means; and

To continue building relationships with key technology partners.

Developing leadership capability is a key to delivering our business strategy. We are clear about the qualities of people that we need to grow the business and have worked to find the best people who have the necessary skills. The Group employs a Group Director, People and Culture, in an effort to emphasise and improve many initiatives related to the development of our team.

Damovo has continued to refresh existing management structures, to give greater cross-group responsibilities to functional experts in order to achieve best practice solutions across the Group and uniform customer experience for customers regardless of the country they are being serviced in.

The Group's policies in relation to employees are outlined in the Directors' Report.

The directors believe that revenue and profits of the Group can be grown by following the strategy stated above. As mentioned within the business review above, although there have been losses in the current period, these were mainly due to items that were non-recurring in nature, and where this is not the case, steps have been taken to address the situation. 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.

The directors confirm that we have carried out a robust assessment of the principal risks facing the Company and of the Group as a whole, including those that would threaten its business model, future performance, solvency or liquidity.

The key business risks affecting the Group are set out below:

Damovo's success will depend on its ability to develop and implement technology solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and client preferences. The Group remains close to its key technology vendors, introducing new technology to our customers each year to ensure we are aware of such changing trends.

The ICT markets in which the Group operates are highly competitive. Competitors vary in terms of market position, size and resources and include a broad spectrum of ICT solutions and services companies. Success for Damovo will depend on the ability to differentiate from the competition in terms of quality of services provided. This is done through offering fully integrated solutions across technology vendors, which is a key differentiating factor to many of the Group's single-vendor competitors.

The pricing and other terms of long-term customer agreements require the Group to make estimates and assumptions that could differ from actual results. Increased or unexpected costs or unanticipated delays in connection with these engagements would reduce profitability. The success of the Group will depend on the ability to manage costs, which is achieved wherever possible by ensuring terms offered to customers are consistent with those from suppliers covering such risks

A significant reduction in business with our key customers would impact the growth strategy of the Group. Success will depend on maintaining relationships with key customers.

Many of the Group's customers retain services from Damovo on a non-exclusive basis. A number of existing contracts could be terminated by customers on short notice. Complex longer contracts generally require a longer notice period (in certain instances, a number of months) for termination by the customer and may include an early termination charge to be paid to the Group.

The Group business strategy depends upon success in renewing existing agreements to perform managed services, maintenance, and IT support services. Contract renewal discussions for significant contracts are usually started a minimum of 6 months prior to expiry.

A significant disruption in supply from, or relationship with, key equipment vendors could delay the Group's ability to deliver required customer solutions. Multi-vendor solutions ensure that the Group can always access a substitute technology in the event of such an issue.

Damovo provides solutions and products that incorporate leading technology, including both hardware and software. If the products installed or the services provided by the Group to customers are defective or inadequate, then the costs of remediation can be significant. Such risks are shared with equipment vendors in agreed supply terms.

The Group enters into short term contracts with customers for application security, penetration testing, physical security, security consulting, social engineering, vCISO, Cloud, and project management services. These contracts are sold on a standalone basis, and collections are billed in accordance with agreed upon contractual terms, either at periodic intervals, or upon achievement of contractual milestones.

The financial results are impacted by both translation and transaction currency effects resulting from changes in currency exchange rates.

Translation currency effects occur when the financial results of operations outside the Euro region are translated into Euros using the exchange rates prevailing during the relevant period. The resulting impact of such a translation can affect the results when compared to other years translated at different foreign exchange rates. The countries in which the Group currently operates include the following countries that do not use the Euro currency: U.S.A, Switzerland, Sweden, Poland and Costa Rica.

Transaction currency effects occur when one of the subsidiaries incur costs or earns revenues in a currency that is different from its functional currency. For example, in countries within the Eurozone, where buying and selling is generally done in Euro, trading also is subject to transaction currency effects when certain supplies are purchased by the Group in U.S. dollars. Group standard terms include provisions for such cost increases to be borne by the customer where appropriate. The most significant currency risk arises on the Group's preference shares, which are denominated in U.S. dollars. The preference shares are not hedged. Further information is contained within note 16.

The Group recognises and understands the risks to all individual and companies from the changing climate around the world. Therefore, management have undertaken to reduce the Group's carbon footprint by actively reducing international travel to only where it is necessary.

Damovo encourages our employees to partake in car sharing where possible and cycle to work schemes. Eco Vouchers are provided to employees to promote ecologically minded purchases in several of our operating geographies. Management do not consider climate change to be a principal risk to the business.

The Directors have described significant matters related to going concern in Note 1. This arises from funding constraints, non-fulfilment of equity commitment letter by previous owners and covenant breaches during the year and until the date of approval of the financial statements. The Group remains reliant on continued lender support. The Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.

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 year ended 31 January 2026. The following paragraphs summarise how the directors fulfil their duties:

The directors recognise that their employees 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.

During the year the directors have engaged constructively with the Group's senior lenders and other key stakeholders in connection with the ongoing strategic transaction process referred to within the going concern disclosure. The directors consider that this engagement, conducted with appropriate transparency and in good faith, is necessary to preserve long-term value for the Group's members and to safeguard the interests of employees, customers and suppliers while a comprehensive resolution of the capital structure is pursued.

This Strategic Report was approved by the Board of Directors and is signed on its behalf by:

Chris Nickerson

Director

Date:  21 May 2026

This report covers the year ended 31 January 2026. Atlanta Topco Limited is incorporated in the United Kingdom and prepares financial statements that comply with the provisions of UK company law.

The UK Companies Act 2006 requires the Company to present consolidated and Company only financial statements together. The Company only financial statements can be found on pages 75 to 83 of this report.

The Group has elected to take the exemption to exclude items in the Directors' Report which are included within the Strategic Report under s414C (11). These items relate to employees and future developments.

The loss for the financial year, after taxation, amounted to €11,700K (2025: €24,844K).

The directors who served throughout the period and to the date of this report are:

Walter Alpheus Jones III

Michael Lee Workman

Chris Nickerson

The directors have accrued a preference dividend of €3,019K (2025: €3,220K) in accordance with the preference share terms and conditions. The directors do not recommend payment of this dividend until such a time as the Group is able to do so. The directors do not recommend payment of an ordinary share dividend in the year ended 31 January 2026 (2025: €Nil). The directors do not propose any ordinary share dividends to be paid after 31 January 2026 relating to this period (2025: €Nil).

The Group does not operate a standard code in respect of payments to suppliers, mainly due to the wide geographical spread of our operations. Group policy is that payments are made in accordance with agreed local terms.

The directors are satisfied that there are arrangements in place to ensure that this requirement is applied to transactions with connected parties, and that transactions with connected parties during the financial year complied with the requirement.

The Group has not engaged in any research and development activities throughout the current or preceding year.

The Group operates a policy not to make political contributions. The Group did not make any political donations in the years ended 31 January 2026 and 31 January 2025.

For details of financial risks, see note 16 ‘Financing arrangements and risk management'.

The Group has an average number of people employed of 548 (2025: 587) people across the Group and in order to achieve the Group's objectives, Damovo believes it is necessary to invest in the people in the business. It is essential that our people have the right skills, and we continue to invest in improving our skill base. The Group is committed to its equal opportunities policies, which include promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities is given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. The Group gives full and fair consideration to applications for employment made by disabled people, having regard to their particular aptitudes and abilities. Where an employee becomes disabled in the course of their employment every effort is made to ensure that their employment with the Group continues, and that appropriate training is arranged.

The Group operates a company performance related bonus scheme for its employees in most of its geographies. The Group has a quarterly business review update to all employees by means of an all-staff conference call with the Group Management team outlining developments concerning the business and its employees. This includes a summary of financial performance each quarter. Employees are invited to take part in sharing of ideas for improvements and collaboration with other employees in different departments using the group wide “Damovo Digital Home” intranet. Additionally, employees have access to local management, HR and Marketing for regular sources of information concerning them and their local department/business.

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. Normalizing 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 to 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.

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.

These are discussed in the Strategic Report. The Group is currently experiencing healthy growth, however, remains focused on the current macro-environment, and expects to deliver a resilient performance in 2026. The directors remain confident in the medium and long-term prospect for the Group.

Post Balance Sheet Events are discussed in note 26 of the accompanying financial statements.

The Group 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 Group is exempt from disclosing detailed energy and carbon information.

The Group recognises and understands the risks to all individual and companies from the changing climate around the world. Therefore, management have undertaken to reduce the Group's carbon footprint by actively reducing international travel to only where it is necessary.

Damovo encourages our employees to partake in car sharing where possible and cycle to work schemes. Eco Vouchers are provided to employees to promote ecologically minded purchases in several of our operating geographies. Management do not consider climate change to be a principal risk to the business.

The auditor, Grant Thornton, will be proposed for reappointment in accordance with s485 of the Companies Act 2006.

This Directors' Report was approved by the Board of Directors and is signed on its behalf by:

Chris Nickerson

Director

Date: 21 May 2026

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

Chris Nickerson

Director

Date: 21 May 2026

In forming our opinion, which is not modified, we draw attention to disclosures made in the Directors' report and Note 1 in the financial statements concerning the Company's ability to continue as a going concern. The Group incurred a pre-tax loss of €9,640K (2025: loss of €24,009K) for the year ended 31 January 2026 and, as of that date, the Group's current liabilities exceeded its current assets by €120,493K (2025: €29,266K). These events and conditions, along with other matters as set forth in Note 1, 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. The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for the foreseeable future. The validity of this assumption as stated in Note 1 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.

Other information comprises information included in the Annual Report, other than the financial statements and the 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.

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

the information given in the Group Strategic Report and the Directors' Report for the year for which the financial statements are prepared is consistent with the financial statements; and

the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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.

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.

For and on behalf of

Chartered Accountants

& Statutory Auditors

Republic of Ireland

Date: 21 May 2026

The financial statements of Atlanta Topco Limited, registered number 11394888 were approved by the Board of Directors and authorised for issue. They were signed on its behalf by:

Atlanta Topco Limited (“ATL” or the “Company” or the “parent”) is a private limited company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006, with company number 11394888. The address of the registered office is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, United Kingdom, GU1 4LP. The results of the Company are included in the consolidation of Atlanta Topco Limited and subsidiaries (“the Group”).

The nature of the Group's operations and its principal activities are set out in the Group Strategic Report. The results presented in the financial statements are rounded to the nearest thousand Euros.

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

The consolidated financial statements of ATL have been prepared in accordance with UK-adopted international accounting standards (which comprise International Financial Reporting Standards (“IFRS”)).

The consolidated financial statements have been prepared on the historical cost convention, except for financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

The preparation of consolidated financial statements in conformity with International Financial Reporting Standards (“IFRS”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

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. Normalizing 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 to 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 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.

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.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 January each year. Specifically, the Group controls an investee if and only if the Group has:

Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee).

Exposure, or rights, to variable returns from its involvement with the investee, and

The ability to use its power over the investee to affect its returns.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The principal subsidiary undertakings are detailed in note 24.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The consolidation ceases when the Group loses control of the subsidiaries. The Group derecognises the related assets (including goodwill), liabilities and other components of equity, while the resulting gain or loss is recognised in statement of profit or loss.

At the date of authorisation of these financial statements, the following standards, interpretations and amendments have been issued but are not yet effective and have no material impact on the Group's financial statements:

IFRS 18 ‘Presentation and Disclosure in Financial Statements'

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7)

Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

Annual Improvements to IFRS Accounting Standards—Volume 11

IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures'

Amendments to IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures'

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods.

The Group has adopted all other relevant accounting standards applicable for accounting periods beginning on or after 1 February 2025. None of the following standards, interpretations and amendments have a material effect on the results of the Group:

Lack of Exchangeability (Amendments to IAS 21)

For any new contracts entered into the Group will consider whether a contract is or contains a lease. A lease is defined as a contract, or part of a contract, which 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 Group 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 Group 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 initial measurement of

the lease liability measured at the present value of future lease payments, any initial direct costs incurred by the Group, 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 Group 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.

The Group recognises depreciation of the right-of-use asset and interest on the lease liability within the statement of profit or loss. 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.

The Group has elected to account for short-term leases and leases of low value assets using the practical expedients, whereby these leases remain being expenses to the profit and loss account on a straight-line basis over the life of the lease.

Acquisitions are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 ‘Income Taxes' and IAS 19 ‘Employee Benefits' respectively as appropriate.

Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is determined by comparing the amounts paid for the subsidiaries acquired and the fair value of the underlying assets and liabilities of the acquired businesses. Costs related to acquisitions have not been included in goodwill but have been recognised in the Consolidated profit or loss statement as incurred.

The remaining value of goodwill, as shown on the Consolidated Statement of Financial Position at the year-end, is not amortised but reviewed annually for impairment or when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying value exceeds the estimated “value in use”, goodwill is written down to value in use.

The group recognises non-controlling interests in an acquired entity either at fair value or at the

non-controlling interest's proportionate share of the acquired entity's net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Damovo Group arising as a result of the internal reorganisation, the group elected to recognise the non-controlling interests at their proportionate share of the acquired net identifiable assets, based on consolidated book values.

For the purpose of impairment testing, goodwill is allocated to groups of cash generating units, i.e., the Group's management reporting segments, or, where this is not possible, the lowest cash generating unit ('CGU'), i.e., the country level business. These groupings of CGU's are expected to benefit from the synergies of the combination, irrespective of whether assets or liabilities of the acquiree are assigned to those CGU groups.

Value in use is determined by estimating the future cash inflows and outflows to be derived from the continuing use of the asset and from its ultimate disposal and discounting these at an appropriate discount

rate. The discount rate applied reflects the current market assessment of the time value of money and the risks specific to each Group management reporting segment.

Contingent consideration that may be payable on a business combination is calculated using the agreed formula as per the Sale and Purchase agreement.

The following assets are valued upon acquisition and amortised to administrative expenses in the consolidated profit or loss statement on a straight-line basis over the estimated useful life of the assets:

Customer relationships are valued using a variation of the income approach known as the multi-period excess earnings methodology ("MPEEM") to estimate the value of the intangible asset. The income approach generally focuses on the income-producing capability of the asset. Income approach methods to value intangible assets are generally focused on discounting or capitalising some measure of economic income accruing to the owner of the intangible asset.

The fundamental components of an income approach to valuation are: 1) the projection of economic income; 2) the estimation of the time period over which the economic income will be received; and 3) the estimation of the appropriate risk-adjusted capitalisation or discount rate for the economic income stream.

The MPEEM is a variation of the discounted cash flow method that quantifies value based on after-tax residual cash flows generated by the intangible asset. The MPEEM isolates and quantifies the economic income attributable solely to the intangible asset being valued. The starting point for this analysis is a projection of after-tax operating income associated with the intangible asset. To eliminate the contribution to income provided by other assets employed in generation of the cash flows, a charge or return for the use of those contributory assets is deducted from after-tax operating income.

The residual after-tax cash flows attributable to the intangible assets are then discounted to their present value at an appropriate rate of return for the intangible asset. The present value is then adjusted for the associated tax amortisation benefit to arrive at the indication of the asset's fair value. These are amortised on a straight-line basis over the estimated useful life of the asset using the following rates:

Customer relationships

14 – 17%

The amortisation is charged to administration expenses within the Consolidated profit or loss statement. The carrying value of customer relationships are 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 it carrying amount, the impairment loss is recognised immediately within administrative expenses in the Consolidated profit or loss statement.

Other intangible assets and customer lists comprise of; and are amortised on a straight-line basis over the estimated useful life of the asset using the following rates:

Supplier relationships and accreditations

    14%

Marketing related intangibles

    20%

Non-competition agreements

    33%

Computer software *

    20%

* Computer software assets noted above consist of the purchase cost of software licenses. These are stated at cost less accumulated amortisation.

The amortisation is charged to administration expenses within the consolidated profit or loss statement. The carrying value of the other intangible assets and customer lists noted above are 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 it carrying amount, the impairment loss is recognised immediately within administration expenses in the consolidated profit or loss statement.

Intangibles under construction, representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost. Cost includes related acquisition expenses, construction cost and other direct expenditure. No amortisation is charged whilst assets are under construction, and when the asset comes into use, amortisation is applied from that date onwards.

Combination of entities under common control are accounted for by applying the pooling-of-interests method. The pooling-of-interests method generally involve the following:

The assets and liabilities of the combining entities are reflected in the consolidated financial statements at their carrying amounts. No adjustments are made to reflect fair value or recognise any new assets or liabilities at the date of combination. The only adjustments that are made are those adjustments to harmonise the accounting policies.

No new goodwill is recognised as a result of the combination nor any existing goodwill relating to the acquired entity. Any difference between the consideration paid or transferred and the book value of the entity acquired is reflected within equity.

The consolidated statement of income, comprehensive income and cash flows reflect the result of the combining entities starting from when the combination takes place.

Comparative financial information is presented as if the acquired net assets are recognised prospectively from the date the common control existed on the combining entities.

The effects of any intercompany transactions are eliminated to the extent possible.

Intangible and tangible assets acquired at its net book value are presented in the consolidated financial statements at the net carrying amount and will be accounted for prospectively for its remaining useful life;

Non-controlling interests arising from these combinations are based on the consolidated book values of the net assets acquired at the date of acquisition; and,

All shares of the non-controlling interests' results from the consolidated statement of income and comprehensive income are recognised prospectively from the date of acquisition.

Property, plant and equipment (PPE) are stated at cost less accumulated depreciation. Depreciation is charged on a straight-line basis over the estimated useful life of the assets based on the following rates:

20 – 25%

*UCaaS relates to ‘Unified communications as a service'.

Assets acquired under leases are depreciated over the shorter of the useful life of the asset or the lease term. PPE under construction, representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost. Cost includes related acquisition expenses, construction cost and other direct expenditure. No depreciation is charged whilst assets are under construction, and when the asset comes into use, depreciation is applied from that date onwards.

The book values and estimated useful lives of these assets are reviewed for impairment whenever changes in circumstances indicate those values may not be recoverable. If the book values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. The recoverable amount is the greater of the estimated net sales price and the value in use. Value in use is calculated by discounting the estimated future cash flows arising from the asset's use to their present value.

The Group performs impairment testing on other non-financial assets (including intangible assets and property, plant and equipment) where there are indicators of impairment. If such an indicator exists, the recoverable amount of the asset is estimated in order to determine the impairment loss (if any).  Where the asset does not generate future cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit/ group of cash-generating units to which the asset belongs.

If the recoverable amount of the asset (or cash-generating unit/ group of cash-generating units) is less than its carrying amount, the asset (or cash-generating unit) is reduced to its recoverable amount. The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Any impairment is recognised immediately in the consolidated profit or loss statement. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of the recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately as a credit to the Consolidated profit or loss statement.

The functional currency of the Group's foreign operations are the currencies of the primary economic environments in which they operate. For the purpose of the consolidated financial statements, the Euro is the presentational currency of the Group and its consolidated financial statements. The Euro is used by the Group for conducting the majority of its business, its financing and for reporting its results. This affects the Group results in two main ways: through transactions in the individual subsidiary financial statements and in the Group consolidation.

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 for reporting its results.

Where a group company carries out transactions in a different currency to its local one, the foreign currency amounts are translated at the prevailing exchange rate at the date of the transaction. Assets and liabilities denominated in foreign currencies, such as trade receivables, trade payables and foreign currency bank financial statements, are retranslated at the rate of exchange ruling at the balance sheet date.

All differences arising on translating these amounts are taken to the Consolidated profit or loss statement in the period in which they occur.

In the consolidated financial statements, the assets and liabilities on the balance sheets of subsidiaries are translated into Euros at the exchange rates prevailing at the balance sheet date. Their income and expenditure and cash flows are translated at average exchange rates for the period. The exchange differences arising on these translations are shown in the Consolidated Statement of Changes in Equity and taken directly to reserves on the Consolidated Statement of Financial Position. On disposal of a group company, accumulated exchange differences are recognised in the Consolidated profit or loss statement as a component of the gain or loss on disposal. Long-term intercompany loans are treated as if they are additional investments in the respective Group companies. Translation differences on these long-term intercompany loans are transferred directly to reserves. Further information is contained in Note 16.

Inventories are valued at the lower of cost or net realisable value. Inventory comprises work-in-progress, equipment and spare parts held for resale or use in warranty repair (“swap and repair”).

The cost of equipment inventory is calculated using the first in first out (“FIFO”) method and average weighted cost is used for swap and repair inventory.

Work in progress comprises the costs of materials, direct labour, other direct costs and related overheads.  Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Costs incurred in a contract, which relate to future physical activity are accumulated in the Consolidated Statement of Financial Position as work in progress.

In determining fair value, the Group uses various valuation approaches and establishes a hierarchy for inputs used in measuring fair value that maximises the use of relevant observable inputs and minimises the use of unobservable inputs by requiring that the most observable outputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent to the Group. Unobservable inputs are inputs that reflect the Group's assumptions about the assumptions other market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1 – Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable).

Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. See note 16 for details on how financial instruments are valued.

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.

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 Group does not have any financial assets categorised as FVTPL and 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.

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 are measured at amortised cost if the assets meet the following conditions:

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 Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Financial assets and liabilities are offset, and the net amount is reported in the balance sheet where the Group has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Group has also entered into arrangements that do not meet the criteria for offsetting but still allow for the related amounts to be set off in certain circumstances, such as bankruptcy or the termination of a contract.

The Group recognises an allowance for expected credit losses (“ECL”) for all debt instruments not held at fair value through the profit or loss (“FVTPL”). The ECL model requires the Group 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 main financial assets that are subject to the expected credit loss model are trade receivables, which consist of billed receivables arising from contracts. Whilst cash and cash equivalents, contractual assets and other receivables held at amortised cost are also subject to the impairment requirements of IFRS 9, there was no identifiable impairment.

The Group has applied the simplified approach to measuring forward-looking expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The ECL model reflects a probability weighted amount derived from a range of probable outcomes. To measure the ECL, trade receivables have been grouped based on days past due. The receivables grouped exclude balances that have already been identified as subject to impairment as to do otherwise would be to double count the impact. The historical loss rates, which exclude amounts specifically impaired, are adjusted to reflect current and forward-looking information that might affect the ability of customers to settle the receivables, including macroeconomic factors such as relevant.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group 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.

Financial assets principally consist of cash, trade receivables, contract assets, amounts due from related parties and other receivables (except for prepayments and accrued income), while financial liabilities include trade payables, amounts due to related parties, loans, promissory notes, lease liabilities, redeemable preference shares, and other payables and borrowings (excluding government related payables).

Cash and bank balances comprises cash on hand and on demand deposits. Bank overdrafts are presented as a financing activity in the Cash Flow Statement and as a financial liability under ‘other borrowings'.

Trade receivables are carried at net invoiced amount less any bad debt provision.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred tax arises due to temporary differences between the inclusion of income and expenses in the financial statements and their effect on the underlying tax calculations of Group companies. Deferred tax is provided for using the liability method. The main factors affecting deferred tax are differences between the accounting and tax treatment on goodwill, depreciation on fixed assets, provisions, pensions and tax losses carried forward. Where the effect of such temporary differences is to create a deferred tax asset, this is only recognised in the financial statements to the extent that it is probable that future taxable profit will be available against which the temporary differences can be offset and is measured at the tax rates that are expected to apply when the asset is realised.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date in the jurisdiction in which the asset is held.

Deferred tax is charged or credited to the Consolidated statement of profit or loss, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and deferred tax liabilities are only offset to the extent that they relate to income taxes levied by the same taxation authority in the same taxable entity.

Provisions can be distinguished from other types of liability by considering the events that give rise to the obligation and the degree of uncertainty as to the amount or timing of the liability. These are recognised in the consolidated statement of financial position when:

the Group has a present obligation (legal or constructive) as a result of a past event.

it is probable that the Group will be required to settle the obligation; and

a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the amount required to settle the present obligation at the balance sheet date, after taking account of the risks and uncertainties surrounding the obligation. The outcome depends on future events which are by their nature uncertain. In assessing the likely outcome, management bases its assessment on historical experience and other factors that are believed to be reasonable in the circumstances.

Earnings before interest, tax, depreciation and amortisation, (“adjusted EBITDA”), is calculated by adjusting Operating profit to arrive at an adjusted operating profit / loss (“adjusted EBITDA”) figure. As is stated in the Strategic Report, this is a Key Performance indicator for the Group. The adjusting items to the operating profit/loss are:

exceptional items (see note 3, ‘Analysis of expenses by nature').

adjustments in respect of contingent consideration (see note 16 ‘Financing arrangement and risk management').

currency translation movements (see note 3, ‘Analysis of expenses by nature'); and

depreciation, amortisation and impairment (see note 3, ‘Analysis of expenses by nature').

A discussion of the Group's financial risk management objectives and policies and the exposure of the Group to liquidity, market and credit risk is included within note 16 to the consolidated financial statements.

Borrowings are recognised as the proceeds are received, less any repayments made up to, and including the balance sheet date. See note 16, ‘Financing arrangements and risk management', for more details.

The Group's policy is to treat redeemable preference shares as debt and recognise these as a financial liability. Preference shares recognised are proceeds received less any redemptions and including dividends accrued but unpaid.

Revenue arises mainly from the design, development, and installation of enterprise communications solutions and the provision of support and maintenance and managed services for those solutions.

To determine whether to recognise revenue, the Group follows a 5-step process:

Identifying the contract with a customer

Identifying the performance obligations

Determining the transaction price

Allocating the transaction price to the performance obligations

Recognising revenue when/as performance obligation(s) are satisfied.

At contract inception, the Group assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Group determines whether each product or services promised to a customer are capable of being distinct, and are distinct in the context of the contract, if not, the promised product or services are combined and accounted as a single performance obligation.

Transaction price is determined at the outset of the project by detailed costings of component elements

i.e., hardware, software, man-time costs. A margin is applied and a cost to the customer is calculated. There are no non-cash consideration and generally professional services are sold at a fixed price with any contract variations being subject to chargeable Change controls. The Change control process is agreed with the customer on a case-by-case basis. Transaction price can be allocated to different elements of a particular contract, for example, one contract may contain both professional services and managed services elements. In this case, the project implementation phase is carefully costed from the ongoing costs of provision of a managed service.

Any change in scope or price is considered as a contract modification. The Group accounts for modifications to existing contracts by assessing whether the services added are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch-up basis, while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group 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 Group satisfies a performance obligation before it receives the consideration, the Group 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.

Project accounting is used for any customer order for supply and installation, which involves an element of labour (whether the labour is provided directly or indirectly by Damovo). Projects are defined as follows:

any labour-based order or contract for supply and installation with an expected duration of more than 2 months, any labour-based order or contract for supply and installation involving multiple customer sites regardless of duration, any significant supply and installation activity which is part of a services or managed service contract or any project with sales value greater than €100,000.

Revenue and costs from Main Projects are recognised using the percentage of completion method.

The percentage of completion method:

is based on management's judgement of actual activity on the project and achievement of milestones.

incorporates management's judgement of the latest estimate of the project's final profit.

is not based simply on percentage of actual costs incurred to date compared to total expected costs; and

is not based simply on percentage of actual cash amounts received from customer to date compared to total expected revenues from customer.

Costs incurred in a contract, which relate to future physical activity are accumulated in the Consolidated Statement of Financial Position as work in progress. If the total estimated costs to completion indicate that total contract costs will exceed expected total contract revenue, the expected loss must be recognised immediately.

The amount and timing of invoicing is usually governed by a set of milestone targets agreed with clients.  Due to the timing of the milestone targets, the sales value of invoices will not always be an accurate measure of the level of activity on the contract.

Managed service contracts broadly cover the maintenance and/or management of voice and/or data networks. Managed service contracts may also include user training, network planning and traffic

co-ordination, remote alarm monitoring, voicemail management and other similar contracts. Broadly, these services are provided under contracts over specific periods of time with pre-agreed levels of service. Revenue under these contracts is recognised in the Consolidated statement of profit or loss over the life of the contract.

Revenue for the supply and installation of equipment including design, consultancy and systems integration under a Managed Service contract is recognised in accordance with the policy for Main or Bucket Projects described above as appropriate. Similarly, costs incurred on the services element of a Managed service contract are recognised in accordance with the methods described above for service contracts or Main or Bucket Projects, whichever is appropriate.

Where it becomes apparent that a service contract is loss making or will become loss making in the future, a provision in the Consolidated Statement of Financial Position is created as a "Provision for loss making contracts”.

This type of contract is offered as a combined professional and managed service to often large public sector clients who require a complete communications infrastructure and ongoing technical support/maintenance solution which can cover multiple departments within their authority. Typically, the initial phase of the contract is an implementation and installation of software and hardware components with added services, exactly as the professional services provided on other contracts. However, in the UCaaS contract, Damovo owns the asset that is created from the implementation, i.e., the communications infrastructure. The client pays for the right to use the asset as service over the duration of the contract. Therefore, the accounting treatment is as follows:

Professional service phase – costs are capitalised until the asset is in a position to be able to provide economic benefit to the customer and the customer can therefore use it as a service. No revenue is recognised until the point where the customer accepts the right to use the asset and begins to pay their monthly fee. Depreciation on the asset commences at the same point. The useful economic life of the asset is generally 10 years, and this reflects the fact that the asset belongs to Damovo and could be used for other purposes, e.g., another customer after the initial contract expires.

Managed service phase – once the solution is implemented, i.e., at the end of the professional service phase, a managed service starts where the client pays a monthly fee. This monthly fee essentially covers the charge for both phases of the contract and represents consideration for the right to use the asset as served over time. Revenue is recognised over the duration of the contract on both elements of the contract. Internal costs associated with the provision of support to the customer are recognised exactly as per the managed service policy outlined above.

Revenue and costs from the supply of equipment, where there is little or no installation or other services provided, is recognised when the equipment has been delivered to and been accepted by the customer. The supply and installation of voice and data equipment (professional service) include the provision of design and consultancy services together with systems integration activities.

For the Group's fixed-price service contracts, revenue is generally recognised over time as the Group's performance creates or enhances an asset that the customer controls as it is created or enhanced. For these contracts, the Group recognises revenue based on hours spent on the project compared to estimated hours to complete the project, to measure the value to the customer of the services transferred to date, relative to the remaining services promised under the contract.

The Group enters into short term contracts (less than one year in length) with customers for application security, penetration testing, physical security, security consulting, social engineering, vCISO, Cloud, and project management services. The above-mentioned contracts are sold on a standalone basis, and the revenues from the services are recognised on a straight-line basis over the hours spent on the engagement. Payment for these contracts is billed in accordance with agreed upon contractual terms, either at periodic intervals, or upon achievement of contractual milestones. Invoicing that occurs subsequent to the recognition of the related revenue, results in a contract asset, whereas advances or deposits received from customers before revenue is recognised, results in a contract liability

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial

period of time to get ready for their intended use or sale. Other borrowing costs are expensed in the period in which they are incurred.

Finance costs also include exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs and exchange differences arising on redeemable preference shares issued by the Company.

The Group operates a number of defined benefit and defined contribution pension plans throughout the world, the assets of which are generally held in separate trustee administered funds. The plans are mainly funded by payments from employees and by the relevant Group companies, taking account of the recommendations of independent qualified actuaries.

Defined benefit plans provide retirement benefits mainly based on the salary of members in their final years of service with the Group and their number of years' service. Defined contribution plans provide retirement benefits based on the value of the plan assets attributable to the member on retirement.

For defined benefit plans, the determination of the Group's pension benefit obligation and expense is dependent on the selection of the directors of certain assumptions used by actuaries in calculating such amounts. Those assumptions are described in note 17 to the consolidated financial statements and include among others, the discount rate and annual rate of increase in future salary levels. Assets are measured at fair value and obligations are measured by an actuary using the projected unit credit method and discount rates determined by market yields on high quality corporate bonds of a term and currency consistent with the obligations.

Actuarial gains and losses are taken to the Consolidated Statement of Comprehensive Income as incurred. Other movements in the net surplus or deficit are recognised in the Consolidated statement of profit or loss, including the current service cost, any past service cost and the effect of any curtailments or settlements. The net interest cost on the plan assets over the period is charged to finance costs. A proportion of the plan assets are invested in equity securities. Equity markets have experienced volatility, which has affected the value of the pension plan assets. This volatility may make it difficult to estimate the long-term rate of return on plan assets. The directors' assumptions are based on actual historical experience and external data.

While the directors believe that the assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the pension obligation and future expense. Contributions to defined contribution pension plans are charged to the Consolidated statement of profit or loss in the year ended which the contributions relate.

Short term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be reliably estimated.

In the application of the Group's accounting policies, which are outlined above, 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, such as expectations of future events that are considered relevant. Actual results may differ from these estimates. The judgements, 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 revision and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty, significant judgements and assumptions that may have material effect on the carrying amounts of assets and liabilities in the consolidated financial statements in the next financial year are as follows:

For the Group's professional services contracts described as Main Projects which the Group has assessed to satisfy performance obligation over time, significant judgement is required to assess when performance obligation had been satisfied. The application of this judgment also allows for the costs incurred to be properly allocated and matched to the revenue over the duration of the contract. The Group recognises revenue from these contracts based on percentage of completion method. The Group has assessed that control passes to the customer when the project implementation phases go live and the customer signs acceptance of a system.

Fixed assets are depreciated on a straight-line basis over their estimated useful lives. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

The lease payments are discounted using the interest rate implicit in the lease. The Group cannot readily determine the interest rate implicit in the lease; therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary's functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary's stand-alone credit rating). In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extensive option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The Group used IBRs ranging from 0.87% to 4.31% as at 31 January 2026 and 0.66% to 3.56% as at 31 January 2025.

The Group measures ECL of a financial instrument in a way that reflects an unbiased and

probability-weighted amount that is determined by evaluating a range of possible outcomes, the time value of money and information about past events, current conditions and forecasts of future economic conditions. When measuring ECL the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Allowance for expected credit losses as at balance sheet date for accounts receivable amounted to €1,793K (2025: €1,726K). See note 11 Trade receivables and other debtors.

Where asset is acquired through the acquisition of corporate interests, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents an acquisition of a business. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the asset.

Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date. Otherwise, corporate acquisitions are accounted for as business combinations. The cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is recognised. A combination involving entities or businesses under common control is ‘a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory'. This will include transactions such as the transfer of subsidiaries or businesses between entities within a group.

The Group has accounted for the acquisition of Lares and DTS using the pooling-of-interests method. This approach is based on the transaction falling outside the scope of IFRS 3 as a common control transaction and is consistent with Group policy for such transactions.

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit which are based on assumptions and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date is €94,709K (2025: €94,709K). Details of the goodwill impairment review calculations are provided in note 8 ‘Intangible assets.

Determining whether non-financial assets require impairment requires an assessment of the carrying amount of these assets at the reporting date. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. The combined carrying amount of customer relationships, customer lists and other intangible assets at the balance sheet date is €8,347K (2025: €11,809K). See note 8 ‘Intangible assets.

The Group's ability to continue as a going concern is dependent on continued financial support by lenders and stakeholders. Management has prepared detailed cash flow forecasts and received certain waivers; however, cross defaults and breaches under SFA still remain. The financial statements have been prepared by the Board of directors on a going concern basis. See ‘Going concern' in Note 1 for further details.

The Group has disaggregated revenue into various categories in the following table, which is intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic data:

The Group's revenue from primary geographical markets is disaggregated as follows:

Contract assets and contract liabilities are included within “trade receivables and other debtors” and “trade payables and other creditors” respectively on the face of the consolidated statement of financial position. They arise because the cumulative payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts. The Group's professional service contracts with customers can take in some cases more than one year to complete. The Group's managed services contracts with customers can typically last for 3 to 5 years, and in the case of UCaaS contracts can extend to 7 years.

See the table below for the make-up of the contract balances:

As noted in the previous page, the Group's contracts for delivery of professional services and managed services to customers can be longer than 12 months and in some cases a few years.

These contracts have been entered into for which both:

the original contractual period was greater than 12 months; and

the Group's right to consideration does not correspond directly with the performance.

The amount of revenue that will be recognised in future periods on these contracts when those remaining performance obligations will be satisfied is analysed as follows:

Professional services are the most judgemental area of revenue recognition, and the Group policy here reflects an input method (the percentage of completion method) that satisfies the performance obligation over time.  This also allows for the costs incurred to be properly allocated and matched to the revenue over the duration of the contract.

Control passes to the customer when the project implementation phases go live and the customer signs acceptance of a system.

Transaction price is determined at the outset of the project by detailed costings of component elements

i.e., hardware, software, manpower costs.  A margin is applied and a cost to the customer is calculated. There are never any non-cash consideration and generally professional services are sold at a fixed price with any contract variations being subject to chargeable Change controls. The Change control process is agreed with the customer on a case-by-case basis.

Transaction price can be allocated to different elements of a particular contract, for example, one contract may contain both professional services and managed services elements. In this case, the project implementation phase is carefully costed from the ongoing costs of provision of a managed service.

Other operating expenses in the table above includes occupancy costs; professional fees; equipment costs; marketing and promotional expenses etc. During the year, management recognised provisions for expenses incurred, amounting to €3,366K (2025: €6,414K), in connection with ongoing business restructuring activities and these are included in exceptional expenses above. The above impairment of tangible and intangible assets is stated net of any impairment reversals carried out by the management during the year.

During the period, the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:

During the year, the Group paid no fees to its auditor or its associates in respect of non-audit services. (2025: €Nil).

External interest represents interest arising on the Group's loan notes and interest on other borrowings, details of which are disclosed in note 16.

The above finance income and expense entirely pertain to assets/(liabilities) that are not at fair value through profit or loss and are measured at amortised cost.

Key management are deemed to be the Chief Executive Officer and Chief Financial Officer.

The Group did not capitalise any amounts presented above as part of loan amortisation costs for both 2026 and 2025. The directors in the year are employed by other companies related to the Group.

Direct employees provide trading support and indirect employees consist of general and administration departments.

The tax charge on the Group's loss before tax differs from the theoretical amount that would arise using a tax rate that the directors consider would be the most meaningful to the users of the consolidated financial statements.

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 in the future. As at 31 January 2026, no deferred tax asset has been recognised given continuous losses made by the Group during the year.

The intangible assets above are unsecured, other than assets on leases.

Other intangible assets in the above table as at 31 January 2026, comprise the following:

The goodwill allocated to each group of CGUs or where not possible, a CGU, is as follows:

Goodwill has been allocated to groups of cash-generating units, i.e., management reporting segments, where possible. There are no cash generating units deemed to be not significant for this purpose.

In accordance with IAS 36, ‘Impairment of Assets', fixed assets have been subject to an impairment test as at 31 January 2026. The key assumptions used in the test were as follows:

The recoverable amount for each cash-generating unit was determined using a value in use calculation, and where synergies were applicable, goodwill was allocated to groups of CGUs.

The value-in-use calculations were based as per Damovo's 5-year detailed forecast model and using a terminal growth rate of 1.5% (2025: 1.5%), as applicable for periods beyond this point. The directors believe that for the overall Group, this represents a reasonable long-term growth rate, which does not exceed any long-term average growth rate applicable to the markets and geographies that the Group operates in. It is used only in calculating value in use and is not intended to be indicative of the Group's anticipated future performance.

The key assumptions underpinning the model are those summarised in the table:

The pre-tax discount rates used in the value in use calculations were as set out below:

Theoretically, the discount rate used would normally be the weighted average cost of capital; however, since there is no simple way of calculating the cost of equity, the directors consider the cost of debt to be more appropriate. This reflects the overall cost of financing to the Group.

The directors and management have considered and assessed reasonably possible changes for key assumptions and have not identified any instances that could cause the carrying amount of the CGU/group of CGUs to exceed its recoverable amount.

Lease liabilities are secured by the underlying assets leased.

All other property, plant and equipment noted above is unsecured. Included within Property, plant and equipment are labour costs capitalised of €11,929K (2025: €11,726K).

Right-of-use assets included within the Property, plant and equipment above is shown in Note 15.

None of the properties listed above have been used as collateral for any existing obligations of the Group as of 31 January 2026 and 2025. No contractual commitments were made in relation to the acquisitions made in both 2026 and 2025.

All deferred tax assets within the Group are not recognised. Unrecognised deferred tax assets at 31 January 2026 were €12,677K (2025: €10,976K). The unrecognised deferred tax asset primarily relates to available trading losses to offset future profits. These trading losses have no expiration date.

Deferred tax liabilities are calculated in full on temporary differences, under the liability method. The movement in deferred tax liabilities is as follows:

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. The non-current pension insurance asset of €107K (2025: €428K) represents the surplus value of qualifying insurance policies held in respect of certain employer commitments that do not form part of the plan assets disclosed within Note 17.

The Group entered into factoring arrangements, on non-recourse basis, to minimise the credit risk associated with trade receivables. These arrangements are managed locally and used to mitigate risk arising from large credit risk concentrations. These arrangements are described as follows:

An existing and extended facility with a maximum balance of €1,500K. Interest is charged at 1.65% p.a. for both EURO and USD. Credit margin is based on LIBOR/EURIBOR and a factoring fee of 0.16% is applied for every balance acquired. The pay-out is 90% of the acquired accounts receivable balances, with true-up payment made upon receipt of customer payment. Collateral is a bank account and a guarantee of €375K.  The facility's availability to the Group was extended from July 2023 to July 2026 during the year.

An existing facility with a maximum balance of €1,500K. Interest rate is based on 3M EURIBOR + 2.7%. Credit margin is based on LIBOR/EURIBOR and a factoring fee of 0.38% is applied for every balance acquired. The pay-out is 90% of the acquired accounts receivable balances, with true-up payment made upon receipt of customer payment. Collateral is a bank account and a guarantee of €500K. This facility is available to the Group indefinitely.

As at 31 January 2026, €662K (2025: €1,350K) of trade receivables had been subject to factoring and as such, have been de-recognised on the basis that these have been sold off. The Group does not hold any other collateral as security other than as above.

In determining the recoverability of a receivable for credit risk purposes, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.  Management, based on historical experience, considers this along with reviewing the aging of receivables that are past due, customer knowledge, the geographic location and business segments the customers operate in as the best method for calculating the impairment provision. To consider the total exposure to credit risks, the Group uses figures net of VAT. The Group also considers if any expected credit loss provision will be required in addition to the above impairment provision.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables.   To measure expected credit losses on a collective basis, non-impaired trade receivables are grouped based on similar credit risk, and the aging of any receivables. The expected loss rates are calculated based on the Group's historical credit losses experience of non-impaired receivable balances. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers.

An expected credit loss (“ECL”) provision has been recognised in the current year amounting to €313K (2025: €22K).  The has a Group track record of adequately identifying and impairing assets. The provision solely relates to customer balances specifically subject to impairment. The other classes within receivables do not contain impaired assets.

Amounts charged to the impairment account are written off when there is no expectation of recovering additional cash. This is determined by reference to a number of factors, examples being when the customer is in liquidation and the age of debt in default with reference to the customer type, geographic region and business segments. Enforcement activity will however continue on certain accounts where there is no indication of liquidity issues in those customers.

Movements on the provision for impairment of trade receivables are as follows, some of which receivables are subject to enforcement action:

As at 31 January 2026, trade receivables of €8,071K (2025: €7,268K) were overdue but not impaired. The ageing analysis of these trade receivables is as follows:

The provision for, and release of impaired receivables has been included within administrative expenses in the Consolidated statement of profit or loss.

The carrying amount of the Group's trade receivables and other debtors are denominated in the following currencies:

Trade receivables are spread internationally over a broad range of customers thus limiting credit risk.  The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to the customer type. Trade receivables consist of a large number of customers in various industries and geographical locations. The Group is not exposed to any significant credit risk exposure to any single counterparty or group of counterparties having similar characteristics.

Inventories are held at cost less any provision for obsolescence and are not held as security. The group estimates the net realisable value of inventories, considering the most reliable evidence available at each reporting date. Allowance for inventory obsolescence as at balance sheet date amounted to €158K

(2025: €551K ).

Trade payables are unsecured and are usually paid within 0-60 days of recognition. The directors consider that the carrying amount of trade payables and other creditors is approximately equal to their fair value.

Where a business acquisition involves a potential payment of contingent consideration, the Group is required to make an assessment as to whether any contingent consideration payment is likely. If it is, then an estimate of any such payment is based on its fair value. To estimate the fair value, an assessment is made as to the amount of contingent consideration which is likely to be paid having regard to forecasts, the criteria on which any sum due will be calculated and its probability based to reflect the likelihood of the different amounts being paid.

Damoco Bermuda issued legal proceedings against the Group to recover the deferred contingent consideration amounts they believe are validly due and owing and have additionally claimed interest for delayed payment of contingent consideration. However, in 2023, as part of the refinancing process, the GGHI have entered into a settlement agreement with the previous owners, as per which GGHI contributed €14,960K towards the settlement of the outstanding contingent consideration (refer Note 1 - Going concern for details) and agreed the remaining amounts payable. Following this agreement, any residual due payment for the purchase has been transferred to deferred consideration, as disclosed in note 13.

The outstanding balance of €7,134K (2025: €6,821K) is currently due and includes accrued interest recognised in accordance with the agreed terms, with interest rate of 9% (2025: 8%).

The Group leases assets including buildings, equipment, cars and software. Information about leases for which the Group is a lessee is presented below:

The right-of-use assets in relation to leasehold property, UCaaS assets and equipment are disclosed as fixed assets and are shown within property, plant and equipment (note 9). The right-of-use assets in relation to software are disclosed as non-current assets and are shown within intangible assets (note 8).

Details of the movements within the balances are as follows:

The main categories of leases held by the Group are UCaaS assets, ranging from 5 to 7 years; car leases generally 3-4 years and property leases generally 2-6 years. Some property leases carry extension options and management has assessed the likelihood of extending these leases when calculating the IFRS 16 impact.  Some of the property leases have future payments linked to index changes.  These future price changes are not known but are judged to be immaterial.

Lease liabilities are presented in the Consolidated Statement of Financial Position within borrowings as follows:

The lease liabilities are secured by the related underlying assets.  The undiscounted maturity analysis of lease liabilities as at 31 January, is as follows:

The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. As of 31 January 2026 and 31 January 2025, there are no significant future payments obligated or committed under such short-term leases or for leases of low value assets.

The Group recognised the following amounts in the Consolidated Statement of Comprehensive Income:

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern whilst maximising the return to its shareholders through the optimisation of the debt and equity balance and sustaining the future development of the business.

The capital structure of the Group consists of net debt (borrowings after deducting cash and bank balances) and equity of the Group (comprising issued share capital, reserves and retained earnings). The Group has banking covenants in relation to the loan notes, as discussed within the liquidity risk disclosure.

The Board can manage the Group's capital structure by diversifying the debt portfolio, recycling capital through sale and leaseback transactions and flexing capital expenditure. Part of the Group's capital risk management is to monitor a broad range of financial metrics and ensure compliance with the covenants included in the Group's borrowing facilities.

The Group's capital structure falls into three categories:

(1)  Equity share capital, which is described in note 19.

The amounts involved as at 31 January 2026 are as follows:

As at 31 January 2026, loan notes represent the majority of the Group's borrowings, with short-term working capital credit facilities and finance leases contributing to a lesser extent.

As at the reporting date, the Group had the following senior loan facilities:

€50,000K loan facility provided equally by both Triton & Kartesia in the amount of €25,000K per lender (“Facility B1”);

€5,000K loan facility provided by Kartesia only (“Facility B2”); and

A maximum €30,000K accordion incremental loan facility that is not committed to but can be drawn down for future acquisitions that meet the relevant criteria (“Accordion Facility”).

Facility B1 and Facility B2 each have a maturity period of four years from 12 September 2022, being the closing date of the transaction (the contractual maturity date therefore being 12 September 2026), causing the loan notes and related issue costs to be presented as current in the financial statements as of 31 January 2026. Facility B1, Facility B2, and the Accordion Facility, if and when drawn down, apply an aggregate interest rate of EURIBOR (higher of screen rate and 1.00% per annum) + 6.5% p.a. cash margin + 5.0% PIYC margin. The PIYC element of interest can be capitalised in certain circumstances in accordance with the terms of the SFA. An additional 4% p.a. of default interest can be charged in respect of any event of default under any of the Loan Agreements. During the year, the Group incurred default interest of €2,908K and €291K (2025: €2,516K and €252K) on account of Facility B1 and B2, respectively.

In order to secure the funding of the additional €5,000K Facility B2 provided by Kartesia only to Atlanta Bidco Limited (as described above), Atlanta Midco Limited, as sole shareholder and guarantor under the SFA, entered into a stand-alone agreement with Kartesia to issue 10,000 Contingent Value Rights (“CVR”) units (“CVR Agreement”). The CVR units will crystallise on the occurrence of certain trigger events prescribed under the CVR Agreement and deliver an additional return on funding to Kartesia. Consistent with IFRS 9 guidelines, the Group has included CVR units in the effective interest rate calculations for the overall facility extended by Kartesia. The CVR liability has been presented within current borrowings as at 31 January 2026 (2025: non-current) reflecting the alignment of its expected crystallisation profile with the contractual maturity of the underlying SFA.

The following related parties are the guarantors and obligors under the Loan Agreements:

Atlanta Midco Limited and certain subsidiaries are original guarantors in respect of the payment of Facility B1 and Facility B2; and

Lares Holdings, LLC, Lares, LLC and Damovo Technology Services NV/SA are obligors in respect of payment of Facility B1 and Facility B2.

The Group's liabilities under the SFA are secured through pledges over the shares, bank accounts and receivables of some of the original guarantors and third-party obligors. There are banking covenants in place in relation to the Facilities, which include net leverage and cash flow cover requirements to be reported on a quarterly basis.

Due to the capitalisation of the default interest that is accruing as a result of the SFA cross-default related to the failure by GGHI (as described under Note 1 – Going concern) to make the agreed payments under Damoco Bermuda settlement agreement, the Group was in breach of the net leverage and cash cover financial covenants in the SFA. The Lenders have reserved their rights in respect of the breach, and the issue is being addressed in the context of the ongoing discussions to resolve the SFA cross-default. The management and Board continue to take steps to ensure they are fully compliant with SFA.

Other borrowings relate to short-term working capital credit facilities taken out from third party finance providers to support business growth in Germany, Switzerland and Belgium. The interest rates of these facilities are disclosed in subsequent pages, and the facility renewal dates are listed below. Details of the Group borrowings and overdraft facilities are shown in the table below.

The Group in its ordinary course of business enters into hire purchase and finance lease agreements to fund or refinance the purchase of computer equipment and software. The lease agreements are typically for periods of 2 to 3 years and do not have contingent rents or escalation clauses. The agreements have industry standard terms and do not contain any restrictions on dividends, additional debt or further leasing.  Lease payments are made on a monthly and quarterly basis. Finance lease liabilities are secured by the assets leased.

The amounts involved as at 31 January 2026 are as follows:

On 23 August 2018, 5,308,411,615 redeemable cumulative preference shares of $0.01 were issued at par and fully paid. Previously preference shares were entitled to quarterly dividends based on an annual rate of 9.75%.  Unpaid preference shares compounded on a quarterly calendar basis. However, from 27th June 2019 revised terms resulted in a dividend rate of 6% and the preferred return being accrued rather than compounded on an annual basis. The preference shares do not carry voting rights.

The preference shares do not carry any equity component and are classified as financial liabilities in their entirety. The preference shares previously had a contractual repayment date of August 2025, however as a result of the revised terms from 27th June 2019, the shares are now redeemable, in a single payment, on the 10th year anniversary in 2029 with dividends payable as, when and if declared by the issuer. However, in the event of a number of triggering events, such as the sale of the Group, early redemption can be triggered. No dividends have been paid to date.

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.

The Group does not have any financial liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss.

Other financial liabilities include the following items:

Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the Consolidated Statement of Financial Position.

For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

The value of interest-bearing financial liabilities and their interest rate profile are as follows:

The directors consider that the carrying amounts of the borrowings represent the fair value as at the balance sheet date. German financing includes short-term financing arrangements in place with key suppliers on specific projects for hardware and software components.

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

These assets arise principally from the provision of goods and services to customers (e.g., trade receivables) but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment which includes expected credit losses.

Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net; such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the Consolidated statement of profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised.

Financial assets are comprised as follows:

This approximates to fair market value due to the short period ended maturity. No interest is being earned bank deposits.

The Group's activities expose it to a variety of financial risks, including market risk (currency risk, interest rate risk), credit risk and liquidity risk. The overall risk management programme seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not undertake any speculative treasury activities.

The Group is financed through a mix of preference share capital; fixed rate secured notes, other borrowings and finance leases. The Group's liquidity risk management policy requires that sufficient cash be maintained to meet short term funding requirements.

Triton and Kartesia hold the senior secured loan notes of €96,418K as of 31 January 2026 (2025: €77,173K). This balance comprises loan notes net of capitalised loan issuance costs of €89,567K (2025: €73,377K) and CVR liability of €6,851K (2025: €3,796K). There are banking covenants in place in relation to this, which include net leverage and cash flow cover requirements to be reported on a quarterly basis. In addition, other borrowing “baskets” are defined within the financing agreement, which limit the Group's borrowing capacity.

In prior years, the majority of the redeemable cumulative preference shares and accrued dividends totalling €67,197K (2025: €73,983K) previously 100% held by NorthStar Financial Services (Bermuda) Limited were sold to 14 other companies residing within the wider Global Growth Holdings Inc. group (deemed related party).

The Group has also a revolving credit facility with Commerzbank in Germany for a total of €2,601K

(2025: €4,858K). The total amount drawn at the balance sheet date was €2,601K (2025: €4,858K) and this is included within other borrowings. There are some additional short-term working capital and vendor financing in place projects in Germany, Switzerland and Belgium. These are included within other borrowings.

Management reviews the Group's actual and forecasted cash balances on a weekly basis. The following table summarises the maturity of the Group's liquidity risk.

Management reviewed the Group's exposure to interest rate risk by considering all sources of funding, whether the interest rates on these borrowings are fixed or variable and whether funds could be sourced elsewhere should there be a change in interest rates. Redeemable cumulative preference shares also have a fixed rate. The directors do not consider there is any material sensitivity to interest rates as the majority of interest cost is at a fixed interest rate. The Group does not foresee interest rate risk pertaining towards any variable borrowings as these are market driven with fixed margins payable to lenders.

The Group operates across various countries and is exposed to limited foreign exchange risk on translation, arising with respect to the Euro's value against Polish Zloty; Swiss Franc, Swedish Krona, US Dollar and Costa Rica Colon, but giving rise to an immaterial risk given Poland, Switzerland, Sweden and USA each account for less than 10% of the Group's revenue and net assets. This translation risk is unhedged. Currency translation also gives rise to a movement in reserves resulting from movements in the exchange rates. For every 10% movement in the Polish Zloty, Swiss Franc, Swedish Krona, US Dollar and Costa Rica Colon there is an approximate movement in consolidated equity of €865K (2025: €704K) calculated based on the net assets of each of these entities (including related party balances) as at 31 January 2026 less any impacts arising from re-averaging the current period results of these entities. The key assumptions used when calculating the sensitivity analysis is that the current period earnings are also impacted by a 10% change in rates throughout the period.

The risks arising from operational activities are generally short term in nature, and the Group's policy is to manage this through matching of cash flows in the relevant currencies where possible and via spot or forward transactions where required. Gains and losses on these activities are fully reflected in the Consolidated statement of profit or loss of the period in which they arise.

Exposures to foreign exchange rates vary during the year depending on the volume of transactions denominated in currencies other than the Euro.

The Group has foreign currency exposure arising from preference shares and trading activities in different jurisdictions. The foreign currency risk has not been hedged.

The analysis below details the foreign currency exposure for the Group by foreign currency and calculates the impact on total comprehensive income of a reasonably possible parallel shift of the foreign currency against the Euro, with all other variables held constant.

The reasonably possible change has been determined by reference to the one-year historical volatility (standard deviation) of daily spot rates, which management considers to represent a robust and unbiased estimate of potential variability at the reporting date.

The most significant currency risk arises on the Group's preference shares, which are denominated in U.S. dollars. The preference shares are not hedged as GGHI has a U.S. dollar reporting currency, and hedging would create an overall exposure within the wider Global Growth Group.

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are considered by local business practices.

The Group trades only with recognised creditworthy third parties. There are policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. In addition, receivable balances are monitored on an ongoing basis to limit the Group's exposure to bad debts. The Group has policies that limit the amount of credit exposure to any one financial institution. There are no significant concentrations of credit risk within the Group.

Average debtor days are 30-45 days (2025: 30-45 days). Concentrations of credit risk with respect to trade receivables are limited due to the Group's customer base being large and unrelated.

Each of the country management teams are responsible for managing their own credit risk and this is done in many ways e.g., credit checks, payment history review, management judgement, regular reviews and the creation of bad debt provisions when deemed appropriate. Due to this, management believes there is no further credit risk provision required more than the normal provision for impairment of receivables.

The Group operates seven independent defined benefit pension plans, four for employees in Belgium, two for employees in Germany and one for employees in Switzerland.

The defined benefit schemes are administered by funds that are legally separated from the Group. The trustees of the pension funds are required by law to act in the interest of the fund and of all relevant stakeholders in the scheme. The trustees of the pension funds are responsible for the investment policy with regard to the assets of the fund.

The following defined benefits are provided to members in each of the countries:

Belgium – The defined benefit plans are subject to the Belgian law with three of the plans being insured by AG Insurance and the remaining one plan being insured by Delta Lloyd. The plans provide employees with a lump sum benefit based on final pensionable salary at retirement including

pre-retirement death and disability benefits. By law in Belgium, the employer must guarantee a minimum return on its pension plans.

Germany – The defined benefit plans are subject to the German law and are insured by PSV AG. The plans provide employees with a pension based on final pensionable salary at retirement.

Switzerland – The defined benefit plan is subject to the Swiss law and is insured by Swiss Life. The plan provides employees with a pension based on retirement savings multiplied by conversion rates, spouse's / partner's benefit and retired person's children's benefit.

The Group's policy is to fund at least the amounts sufficient to meet minimum funding requirements under applicable employee benefit and tax regulations within these countries, however there is currently no minimum funding requirements nor an asset ceiling to consider for any of the plans noted above. There are no other funding arrangements that would impact future contributions

The principal risks to the financial performance of the Group arising from the defined benefit plans are in respect of:

Changes in bond yields: a decrease in the yield on high quality corporate bonds (or government bonds if there is no deep corporate bond market) will increase scheme defined benefit obligations.

Inflation risk: tranches of benefit obligations that are linked to inflation, and higher inflation will lead to higher liabilities.

Life expectancy (mortality): the benefits that are provided to members depend on their life expectancy, so an increase in life expectancy will result in an increase in the defined benefit obligations.

Asset volatility: for accounting purposes, scheme liabilities are determined using a discount rate set by reference to high quality corporate bond yields.  If scheme assets under-perform relative to this yield, this will create a deficit.

Actuarial assumptions are used to determine the valuation of the plan assets and present values of the defined benefit obligations. The principal actuarial assumptions vary depending on the country to which the plan relates. The ranges used are as follows:

Assumptions regarding future mortality experience were set based on advice in accordance with published statistics and experience in each country as outlined in the table below:

The amounts recognised in the Consolidated statement of profit or loss are as follows:

The current service cost is included in the employee benefits expense in profit and loss. Of this expense for the period, an amount of €759K (2025: €577K) has been included in profit and loss as cost of sales and €249K (2025: €404K) has been included in administration expenses. The net interest expense of €911K (2025: €801K) has been included in profit and loss in finance costs.

The re-measurement of the net defined benefit liability is included in the Consolidated Statement of Comprehensive Income.

The amounts recognised in the Consolidated Statement of Financial Position are determined as follows:

The movement in the defined benefit obligation is set out on below, with ‘Current service cost' being the increase in the present value of the defined benefit obligation resulting from employee service in the current period and ‘Interest cost' being the increase in the present value of the defined benefit obligation due to the unwinding of the discount as the liabilities move closer to settlement.

The movement in the defined benefit obligation is as follows:

The movement in the fair value of the plan assets is as follows:

The fair value of the plan assets at the end of the reporting period for each category, are as follows:

The schemes' assets do not include any of the Group's own financial instruments, nor any property occupied, or other assets used by the Group.

‘Actuarial gains and losses' comprise of experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually occurred) and the effects of changes in actuarial assumptions.

The actual return on plan assets is the aggregate of actuarial gains and the interest income on plan assets.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant:

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the liability recognised on the Consolidated Statement of Financial Position.

The duration of the defined benefit obligation in years at 31 January is analysed by country as follows:

The expected employer contributions to defined benefit schemes across the Group for the year ended 31 January 2027 are €785K (2026: €759K).  The Group intends to continue funding these schemes over the maturity profile highlighted in the above table.

The Group operates defined contribution pension plans for eligible employees in certain countries. Contributions are paid by the employee and/or the employer at fixed rates. The benefits secured at retirement or death reflects each employee's accumulated fund and the cost of purchasing benefits at that time.

The charge for the period represents the employer's contribution, including accrued contributions at the balance sheet date. The charge to the consolidated statement of profit or loss for defined contribution plans was €1,113K (2025: €488K). The expected contributions for the Group for the year ended 31 January 2027 are €270K (2026: €276K).

In common with most businesses, the Group is required to make estimates for certain liabilities, and the table below sets out the content of these provisions:

On 23 August 2018, 898 ordinary shares of GBP £1 each were authorised, issued at par and fully paid. The Company has one class of ordinary share, which carries no right to fixed income. All shares are recorded at the rates of exchange ruling at the date the shares were paid up.

Includes current and prior period accumulated exchange differences on translating foreign operations.

In 2025, UK Atlanta Holdings, LLC converted its receivable from the Group, amounting to €2,482K, into an additional investment within the Group structure. As a result, an additional capital contribution was recognised at the level of Damovo US Holdco, LLC, allocated as €2,126K to the Group and €356K to UK Atlanta Holdings, LLC as the non-controlling interest (NCI).

In previous years, the Group received a gratuitous capital contribution of €5,818K from GGHI, to settle the outstanding ARES loan. Furthermore, based on the equity commitment letter from GGHI, the Group recognised a capital contribution amounting to €20,853K.

Previously, the Group has undergone a business restructuring as detailed in note 23, leading to acquisition of net assets of Lares and DTS amounting to €9,388K. This restructuring also led to creation of NCI in the Damovo US Holdco, LLC amounting to €5,632K, thus leading to a net movement of €3,756K within net equity of the Parent Company. The group has recognised such amounts in a separate reserve to track the effect of the restructuring.

Includes current and prior period accumulated profits and losses.

Capital expenditure contracted for at 31 January 2026, but not yet incurred, is €Nil (2025: €Nil).

There are no material contingent assets or liabilities at the balance sheet date, unless otherwise disclosed in the financial statements.

Movements in working capital shown above are the Consolidated Statement of Financial Position changes for the period and are net of the effects of currency movements.

The Group had blocked cash of €348K at 31 January 2026 (2025: €347K), which is not available for general use by the parent or subsidiary companies. This blocked cash relates to various letters of credit, performance/bid bonds and rental guarantees taken out in the ordinary course of business. This cash will become due to the Group again as and when the relevant expiry dates for each instrument are reached.

(i)Loan notes include capitalised loan issuance costs

(i) Loan notes include capitalised loan issuance costs

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the Consolidated Cash Flow Statement can be reconciled to the related items in the Consolidated Statement of Financial Position as shown above.

As a result of the previous restructuring of the Group and the application of the pooling of interest-method for the business combination, the Group has recognised an NCI account in its consolidated financial statements, which represents the 14.35% ownership of UK Atlanta Holdings, LLC in US Newco.

The movements and reconciliation of the NCI during the year to the consolidated net assets and comprehensive income of US Newco is presented as follows:

The 100% ownership of the ATL Group is still with the UK Atlanta Holdings, LLC, however, the management has recognised non-controlling interests to reflect the legal nature of the above transaction and disclose a portion of the ultimate parent's investment that is not directly attributable to its ownership.

The remaining non-controlling interests of 14.35% are held by UK Atlanta Holdings LLC, the immediate parent company of ATL, and are within the overall Damovo Group Trust.

All above undertakings are indirectly held by the Company, except for Atlanta Midco Limited which is a direct subsidiary of the Company. All subsidiaries are included in the consolidation of ATL Group.

Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

In prior years, the majority of the redeemable cumulative preference shares previously 100% held by NorthStar Financial Services (Bermuda) Limited were sold to 14 other companies residing within the wider Global Growth Holdings Inc. group (deemed related party).

Preference shares dividends of €3,019K (2025: €3,220K) and an exchange rate gain of €9,804K

(2025: loss of €2,998K) have been charged to the profit and loss account in the year. Preference share dividends are unpaid as at the period end. Total preference shares plus accrued dividends outstanding total €67,197K (2025: €73,983K).

The Company and the Group also received capital contribution as detailed in note 20 and note 23.

As at 31 January 2026, the Group owed €242K (2025: €257K) to GGHI companies. There were no other material transactions carried out with GGHI companies during the year then ended.

As at 31 January 2026, the Group has various receivable from UK Atlanta Holdings, LLC, a company under common control of the Damovo Group Trust but outside of this Group, which consists of: (a) the net consideration for the business combination carried out during prior years amounting to €5,186K

(2025: €5,186K); (b) loans amounting to €5,769K (2025: €5,669K) inclusive of accrued interest income; and, (c) a €818K (2025: €942K) receivable which comprise of various advances made in the normal course of business.

In 2025, UK Atlanta Holdings, LLC converted its receivables in its books amounting to €2,482K into additional investment in Damovo US Holdco as detailed in note 20. There were no other material transactions carried out with UK Atlanta Holdings, LLC during the year then ended.

The Group has an outstanding promissory note payable to a Director, Chris Nickerson, issued in connection with his incentive unit award agreement. The note carries a principal amount of US$1.2 million and accrues interest from 9 December 2020.

The promissory note bore interest at 0.14% per annum until 30 December 2022. Effective 31 December 2022, the interest rate increased to 6.0% per annum, as settlement could not be made due to restrictive covenants under the Group's SFA. For the year ended 31 January 2026, the Group recognized interest expense of €68K (2025: €65K) in relation to this note. As of 31 January 2026, the carrying amount of the promissory note, including accrued interest, was €1,168K (2025: €1,264K).

The note is repayable six months following a written demand from the noteholder, which may be made at any time. Because the Group does not possess a right to defer settlement of this liability for at least twelve months after the reporting date, the balance is classified as a current liability within Borrowings (see Note 16).

The remuneration of the directors and key management personnel of the Group is set out at note 6

(“Staff costs”) to the consolidated financial statements.

The directors have carried out a post balance sheet review for events that may give rise to adjusting items to be recorded and/or items that may need to be disclosed.

The strategic transaction process referred to within the going concern disclosure has continued in its due diligence phase between the balance sheet date and the date of approval of these financial statements, and no legally binding definitive transaction documents have been executed in that period. The directors have considered these developments and concluded that they do not represent adjusting or non-adjusting events requiring further disclosure under IAS 10 beyond that already provided within Note 1.

There are no other material events of the nature that occurred after the balance sheet date, which would require disclosure or adjustment in the consolidated financial statements.

The Company's immediate parent company is UK Atlanta Holdings, LLC, a company incorporated in the U.S.A, with registered office at 2626 Glenwood Avenue, Suite 550, Raleigh, North Carolina 27608, U.S.A.

The ownership of the Group is under Damovo Group Trust. Hugh Steven Wilson, as the trustee of the Damovo Group Trust, is the person with the ultimate control over the Damovo Group.

The Company is head of the smallest and largest group for which consolidated financial statements are prepared and are publicly available. The registered office of the Company is disclosed on page 3.

The financial statements on pages 78 to 83 of Atlanta Topco Limited, registered number 11394888, were approved by the Board of Directors and authorised for issue. They were signed on its behalf by:

Director

Date: 21 May 2026

Atlanta Topco Limited is a private limited company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006, with company number 11394888. The address of the registered office is BDO LLP, First Floor, North Bottle Works, The Bars, Guildford, Surrey, GU1 4LP, United Kingdom.

The principal accounting policies adopted are the same as those of the Group in note 1 to the consolidated financial statements except as noted below:

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.

The Company has no employees. Key management and directors of the Company are the same as those for the Group. For more information on the key management remuneration, please refer consolidated financial statements.

There is no corporation tax charge/credit in the period, which is lower than that resulting from applying the average rate of corporation tax in the UK for the period of 25%.  The main differences are explained below:

Current:

Non Current: