Original News Release
SEDAR Interim Financial Statements
For the three and nine months ended September 30, 2025 and 2024 Condensed Consolidated Interim Financial Statements (In euros) Topicus.com Inc. Unaudited Condensed Consolidated Interim Statements of Financial Position Unaudited September 30, 2025 December 31, 2024 September 30, 2024 Assets Current assets: Cash 276,061 206,157 234,603 Restricted cash (note 5) 248,473 2,128 7,697 Accounts receivable 135,892 142,791 107,575 Unbilled revenue 60,002 45,415 46,394 Inventories 8,381 4,930 5,262 Derivatives (note 15) 101,686 - - Other assets (note 6) 73,295 52,979 56,133 903,790 454,400 457,663 Non-current assets: Property and equipment 26,918 23,245 20,730 Right of use assets 93,954 75,666 67,189 Deferred income taxes 24,917 19,905 20,468 Investments accounted for using the equity method (note 5) 195,533 2,549 2,633 Other assets (note 6) 9,583 9,433 10,309 1,172,236 950,670 927,295 1,523,140 1,081,470 1,048,624 Total assets 2,426,930 1,535,870 1,506,286 Liabilities and Shareholders' Equity Current liabilities: 403,598 225,718 295,855 Accounts payable and accrued liabilities 306,940 250,361 184,555 Deferred revenue 239,324 166,593 202,880 Provisions (note 10) 2,015 2,582 1,578 Acquisition holdback payables 18,604 13,073 14,315 Lease obligations 29,382 23,629 21,544 Income taxes payable 33,532 18,233 21,616 1,033,395 700,189 742,343 Non-current liabilities: Term and other loans (notes 8 and 9) 338,818 49,300 49,259 Deferred income taxes 195,249 145,911 142,913 Acquisition holdback payables 38,866 10,061 10,439 Lease obligations 66,196 53,188 46,788 Other liabilities (note 6) 55,920 45,825 44,155 695,048 304,285 293,554 Total liabilities 1,728,443 1,004,474 1,035,897 Shareholders' Equity: Capital stock (note 12) 39,412 39,412 39,412 Accumulated other comprehensive income (loss) 122,414 5,584 2,649 Retained earnings 260,396 266,281 232,796 Non-controlling interests (note 19) 276,266 220,119 195,532 698,488 531,396 470,389 Subsequent events (note 20) Total liabilities and shareholders' equity 2,426,930 1,535,870 1,506,286 See accompanying notes to the condensed consolidated interim financial statements. Intangible assets (note 7) (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Topicus.com Inc. Topicus Revolving Credit Facility and current portion of Term and other loans (note 8 and 9) 1 Topicus.com Inc. Unaudited 2025 2024 2025 2024 Revenue License 8,894 8,650 28,726 25,984 Professional services 94,545 76,318 265,068 230,632 Hardware and other 6,875 4,494 22,665 15,081 Maintenance and other recurring 277,574 222,760 799,056 658,282 387,888 312,222 1,115,515 929,979 Expenses Staff 205,209 164,506 609,133 515,083 Hardware 4,032 3,204 12,810 11,395 Third party license, maintenance and professional services 34,723 23,737 95,220 70,794 Occupancy 3,272 2,674 9,125 8,063 Travel, telecommunications, supplies, software and equipment 15,454 11,789 45,746 36,675 Professional fees 6,150 4,991 20,892 15,265 Other, net 5,242 5,008 16,271 13,373 Depreciation 10,890 8,430 30,243 24,880 Amortization of intangible assets (note 7) 43,429 34,255 119,574 99,337 328,402 258,594 959,014 794,865 Impairment of intangible and other non-financial assets (note 7) 7 0 7 633 Bargain purchase (gain) (note 4) - - (154) (323) Finance and other (income) expenses (note 13) (61,539) (835) (76,036) (1,679) (Increase) decrease in the fair value of equity securities (note 5) - - (32,789) - Revaluation of investment accounted for using
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the equity method to cost (note 5) 221,748 - 221,748 - Finance costs (note 13) 9,175 7,656 21,939 19,933 169,392 6,821 134,716 18,565 Income (loss) before income taxes (109,905) 46,807 21,786 116,549 Current income tax expense (recovery) (note 11) 18,921 16,168 56,407 44,698 Deferred income tax expense (recovery) (note 11) (7,887) (7,390) (25,293) (21,429) Income tax expense (recovery) 11,035 8,778 31,113 23,269 Net income (loss) (120,940) 38,029 (9,328) 93,280 Net income (loss) attributable to: Equity holders of Topicus (note 19) (78,192) 23,340 (7,523) 58,447 Non-controlling interests (note 19) (42,748) 14,689 (1,805) 34,834 Net income (loss) (120,940) 38,029 (9,328) 93,280 Weighted average shares (note 14) Basic shares outstanding 83,338,874 82,912,026 83,169,753 82,664,754 Diluted shares outstanding 129,841,819 129,841,819 129,841,819 129,841,819 Earnings (loss) per common share of Topicus (note 14) Basic (0.94) 0.28 (0.09) 0.71 Diluted (0.94) 0.28 (0.09) 0.71 See accompanying notes to the condensed consolidated interim financial statements. Condensed Consolidated Interim Statements of Income (Loss) Nine months ended September 30, Three months ended September 30, (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) 2 Topicus.com Inc. 2025 2024 2025 2024 Net income (loss) (120,940) 38,029 (9,328) 93,280 (913) (2,365) (9,288) 806 Items that will not be reclassified to net income (loss): (4,374) - 188,959 - (5,287) (2,365) 179,671 806 (126,227) 35,664 170,343 94,086 Total other comprehensive income (loss) attributable to: Equity holders of Topicus (3,288) (1,019) 116,796 258 Non-controlling interests (1,998) (1,346) 62,875 547 Total other comprehensive income (loss) (5,287) (2,365) 179,671 806 Total comprehensive income (loss) attributable to: Equity holders of Topicus (81,481) 22,321 109,274 58,705 Non-controlling interests (44,746) 13,342 61,070 35,381 Total comprehensive income (loss) (126,227) 35,664 170,343 94,086 Condensed Consolidated Interim Statements of Comprehensive Income (Loss) Items that are or may be reclassified subsequently to net income (loss): Foreign currency translation differences from foreign operations and other Other comprehensive (loss) income for the period, net of income tax (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Changes in the fair value of equity investments at FVOCI (note 5) Three months ended September 30, Nine months ended September 30, Total comprehensive income (loss) for the period See accompanying notes to the condensed consolidated interim financial statements. 3 Topicus.com Inc. Unaudited Capital Stock Accumulated other comprehensive (loss) income Retained earnings Total Non-controlling interests Total equity 39,412 5,584 266,281 311,277 220,119 531,396 Net income (loss) - - (7,523) (7,523) (1,805) (9,328) Foreign currency translation differences from - 116,796 - 116,796 62,875 179,671 - 116,796 - 116,796 62,875 179,671 - 116,796 (7,523) 109,274 61,070 170,343 - 34 5 38 60 98 - - 1,633 1,633 (1,633) - - - - - (3,350) (3,350) 39,412 122,414 260,396 422,222 276,266 698,488 Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus See accompanying notes to the condensed consolidated interim financial statements. Dividends paid to non-controlling interests Transactions with owners, recorded directly in equity Other movements in no
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n-controlling interests and equity Balance at September 30, 2025 Condensed Consolidated Interim Statement of Changes in Shareholders' Equity (Deficiency) Total other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Nine months ended September 30, 2025 Balance at January 1, 2025 Total comprehensive income (loss) for the period: changes in the fair value of equity investments at FVOCI foreign operations and other, net of income tax and (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) 4 Topicus.com Inc. Unaudited Condensed Consolidated Interim Statement of Changes in Shareholders' Equity (Deficiency) (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Capital Stock Accumulated other comprehensive (loss) income Retained earnings Total Non-controlling interests Total equity 39,412 2,390 297,382 339,185 253,299 592,483 - - 58,447 58,447 34,834 93,280 - 258 - 258 547 806 - 258 - 258 547 806 - 258 58,447 58,705 35,381 94,086 - - (188) (188) (305) (493) - - 4,797 4,797 (4,797) - - - (127,641) (127,641) - (127,641) - - - - (9,048) (9,048) - - - - (78,998) (78,998) 39,412 2,649 232,796 274,857 195,532 470,389 Nine months ended September 30, 2024 Return of capital to non-controlling interests Dividends paid to non-controlling interests Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus Dividends paid to shareholders of the Company Net income (loss) Other comprehensive income (loss) Foreign currency translation differences from foreign operations and other, net of income tax Total other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Transactions with owners, recorded directly in equity Total comprehensive income (loss) for the period: See accompanying notes to the condensed consolidated interim financial statements. Balance at September 30, 2024 Balance at January 1, 2024 Other movements in non-controlling interests and equity 5 Topicus.com Inc. Unaudited 2025 2024 2025 2024 Net income (loss) (120,940) 38,029 (9,328) 93,280 Adjustments for: Depreciation 10,890 8,430 30,243 24,880 43,429 34,255 119,574 99,337 Impairment of intangible and other non-financial assets 7 - 7 633 Bargain purchase (gain) - - (154) (323) Finance and other expenses (income) (note 13) (61,539) (835) (76,036) (1,679) (Increase) decrease in the fair value of equity securities (note 5) - - (32,789) - Finance costs (note 13) 9,175 7,656 21,939 19,933 Revaluation of investments accounted for using the equity method to cost (note 5) 221,748 - 221,748 - 11,035 8,778 31,113 23,269 (51,340) (49,742) 41,619 46,296 Transaction costs associated with equity securities classified as FVOCI (note 5) - - (1,659) - (14,019) (14,839) (41,330) (37,588) 48,446 31,732 304,949 268,039 Interest paid on lease obligations (807) (524) (2,188) (1,461) Interest paid on other facilities (2,881) (5,553) (11,896) (15,441) 257,000 50,000 172,000 135,000 Proceeds from issuance of Loan (note 8) - - 200,000 - 4,262 - 117,672 29,733 Increase (decrease) in bank indebtedness (83) - (83) - Increase (decrease) in loan from Vela Software Group (note 19) (287) (300) (287) (300) - - - (9,048) (2,066) (39,014) (16,177) (44,681) (190) (657) (3,468) (971) Payments of lease obligations (7,805) (6,124) (21,810) (18,057) Other financing activities - (356) - (356) Dividends paid to
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non-controlling interests (1,718) (1,809) (3,350) (78,997) Dividends paid to shareholders of the Company - - - (127,641) 245,426 (4,337) 430,414 (132,222) (11,437) (18,221) (261,095) (65,052) Cash obtained with acquired businesses (note 4) 2,338 2,325 31,075 14,444 (8,906) (6,707) (18,139) (15,940) Purchase of equity securities of Asseco Poland S.A. (note 5) - - (167,977) - (Increase) decrease in restricted cash (246,775) (1,525) (246,857) (7,525) (376) - 8,181 - (1,653) (1,960) (8,319) (6,366) (266,810) (26,090) (663,131) (80,439) (256) (452) (2,328) 166 26,807 854 69,904 55,544 249,254 233,749 206,157 179,059 276,061 234,603 276,061 234,603 Condensed Consolidated Interim Statements of Cash Flows Income tax expense (recovery) exclusive of effects of business combinations (note 17) Net increase (decrease) in Topicus Revolving Credit Facility Change in non-cash operating assets and liabilities (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Three months ended September 30, Cash flows from (used in) operating activities: Amortization of intangible assets Income taxes (paid) received Net cash flows from (used in) operating activities Cash flows from (used in) financing activities: Cash, end of period See accompanying notes to the condensed consolidated interim financial statements. Net cash flows from (used in) investing activities Effect of foreign currency on Increase (decrease) in cash Cash, beginning of period Property and equipment purchased cash and cash equivalents Credit facility transaction costs Net cash flows from (used in) in financing activities Post-acquisition settlement payments, net of receipts Interest, dividends and other proceeds received, net of income taxes paid Repayments of term and other loans Acquisition of businesses (note 4) Cash flows from (used in) investing activities: Nine months ended September 30, Proceeds from issuance of term and other loans Return of capital to non-controlling interests 6 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 7 Notes to the condensed consolidated interim financial statements 1. Reporting entity 11. Income taxes 2. Basis of presentation 12. Shareholders’ equity 3. Material accounting policies 13. Finance costs and Finance other expenses (income) 4. Business acquisitions 14. Earnings (loss) per share 5. Investments accounted for using the equity method 15. Financial instruments 6. Other assets and other non-current liabilities 16. Contingencies 7. Intangible assets 17. Changes in non-cash operating assets and liabilities 8. Topicus Coop Debt Facilities 18. Related parties 9. Term and other loans within subsidiaries of Topicus Coop 19. Non-controlling interests 10. Provisions 20. Subsequent events TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 8 1. Reporting entity Topicus.com Inc. ("Topicus" or “the Company”) was incorporated pursuant to the Business Corporations Act (Ontario) on September 10, 2020. The address of its registered office is 66 Wellington Street West, Suite 5300, TD Bank
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Tower, Toronto, Ontario, Canada. The condensed consolidated interim financial statements of Topicus as at and for the periods ended September 30, 2025 and September 30, 2024 comprise Topicus, Topicus Coop and its subsidiaries (together referred to as the "Company") and the Company's interest in associates. Topicus’ principal subsidiary is Topicus Coop and Topicus has a common equity interest of 64.18% (December 31, 2024 – 63.98%) in Topicus Coop with 35.82% (December 31, 2024 – 36.02%) being owned by the non-controlling interests. The Company is engaged principally in the development, installation and customization of software and the provision of related professional services and support for customers across several diverse markets primarily in Europe. 2. Basis of presentation (a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies disclosed in Note 3 of the Topicus 2024 annual consolidated financial statements, available on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.com, except as disclosed herein. These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 4, 2025. These condensed consolidated interim financial statements should be read in conjunction with the Company’s 2024 annual consolidated financial statements. (b) Basis of measurement The condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain assets and liabilities initially recognized in connection with business combinations, certain financial instruments, derivative financial instruments and contingent consideration related to business acquisitions, which are measured at their estimated fair value. (c) Functional and presentation of currency The condensed consolidated interim financial statements are presented in euro, which is the Company’s functional currency. TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 9 (d) Use of estimates and judgements The preparation of the condensed consolidated interim financial statements in conformity with IFRS Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses, consistent with those disclosed in the 2024 annual consolidated financial statements and described in these condensed consolidated interim financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained. 3. Material accounting policies Unless otherwise noted in the condense
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d consolidated interim financial statements, the material accounting policies used in preparing these condensed consolidated interim financial statements are unchanged from those disclosed in the 2024 annual consolidated financial statements and have been applied consistently to all periods presented in these condensed consolidated interim financial statements. The accounting policies have been applied consistently by the Company’s subsidiaries. 4. Business acquisitions (a) On June 2, 2025, the Company completed the acquisition of the shares of Cipal Schaubroeck NV (“CS”). The Company paid cash of EUR 197,607 plus issued an estimated cash holdback payable of EUR 20,000 and contingent consideration with an estimated acquisition date fair value of EUR 6,022. The total consideration resulting from acquisition of CS is EUR 223,629. CS is a Belgium-based vertical market software provider active in the local government vertical. The acquisition has been accounted for using the acquisition method with the results of operations included in the consolidated financial statements for the nine months ended September 30, 2025 from the date of the acquisition. The goodwill recognized in connection with this acquisition is primarily attributable to the application of the Company’s best practices to improve the operations of the company acquired, synergies with existing businesses of the Company, and other intangible assets that do not qualify for separate recognition including assembled workforce. The goodwill is not expected to be deductible for income tax purposes. The gross contractual amounts of acquired receivables was EUR 26,960; however, the Company has recorded an allowance of EUR 287 as part of the acquisition accounting to reflect contractual cash flows that are not expected to be collected. Due to the complexity and timing of this acquisition, the Company is in the process of determining and finalizing the estimated fair value of the net assets acquired. The amounts determined on a provisional basis generally relate to net asset assessments and measurement of the assumed liabilities. The provisional purchase price allocations may differ from the final purchase price allocations, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 10 The impact of acquisition accounting applied on a provisional basis in connection with the acquisition of CS is as follows: The acquisition of CS contributed revenue of EUR 33,613 and a net loss of EUR 4,971 for the nine months ended September 30, 2025. If this acquisition had occurred on January 1, 2025, the Company estimates that pro-forma consolidated revenue and pro-forma consolidated net loss would have been EUR 1,160,667 and EUR 11,571 compared to the actual amounts reported in the consolidated statement of income (loss) for period ending September 30, 2025. (b) During the nine-month period ended September 30, 2025, the Company completed a number of additional acquisitions for aggregate cash consideration of EUR 63,487, plus cash holdbacks of EUR 25,042 and contingent consideration with an estimated acquisition date fair
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value of EUR 8,418 resulting in total consideration of EUR 96,948. The obligation for contingent consideration for acquisitions during the nine months ended September 30, 2025 has been recorded at its estimated fair value at the various acquisition dates. The estimated fair value of the applicable contingent consideration is calculated using the estimated financial outcome and resulting expected Assets acquired: Cash 17,681 Accounts receivable 26,673 Other current assets 11,294 Property and equipment 2,136 Right of use assets 13,356 Other non-current assets 26,022 Deferred income taxes 2,091 Technology assets 64,100 Customer assets 148,000 311,353 Liabilities assumed: Current liabilities 29,491 Deferred revenue 17,484 Deferred income taxes 53,025 Long-term lease obligations 8,904 Other non-current liabilities 1,180 110,083 Goodwill 22,360 Total consideration 223,629 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 11 contingent consideration to be paid and inclusion of a discount rate as appropriate. For these arrangements, the estimated increase to the initial consideration is not expected to exceed EUR 22,074. The aggregate contingent consideration liability at September 30, 2025 is EUR 31,116 (December 31, 2024 – EUR 23,028) and has been reported in the condensed consolidated interim statement of financial position at its estimated fair value relating to applicable acquisitions completed in the current and prior periods. Changes made to the estimated fair value of contingent consideration are included in “Other, net” in the condensed consolidated interim statements of income. An expense of EUR 30 and EUR 618 has been recorded for the three and nine months ended September 30, 2025, as a result of such changes (expense of EUR 1,618 and an expense of EUR 2,042 for the three and nine months ended September 30, 2024). None of the additional acquisitions completed during the nine-month period ended September 30, 2025 were deemed to be individually significant. All of the businesses acquired during the period were acquisitions of shares. The cash holdbacks are generally payable within a two-year period and are adjusted, as necessary, for such items as working capital or net tangible asset assessments, as defined in the purchase and sale agreements, and claims under the respective representations and warranties of the purchase and sale agreements. The additional acquisitions during the nine-month period ended September 30, 2025 include software companies catering to information technology, fashion, technical service providers, digital marketing, forestry, lighting design, healthcare, telecommunications, craftsman, retail management and distribution, manufacturing, document management, real estate, logistics hospitality and financial services, all of which are software businesses similar to existing businesses operated by the Company. The acquisitions have been accounted for using the acquisition method with the results of operations included in these condensed consolidated interim financial statements from the date of each acquisition. The goodwill recognized in connection with these additional acquisitions is primarily attributable to the application of the Company’s best practices to improve the operations of the compan
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ies acquired, other intangible assets that do not qualify for separate recognition including assembled workforce, and synergies with existing businesses of the Company. The goodwill is not expected to be deductible for income tax purposes. The gross contractual amounts of acquired receivables from the additional acquisitions was EUR 8,125 however, the Company has recorded an allowance of EUR 138 as part of the acquisition accounting to reflect contractual cash flows that are not expected to be collected. Due to the complexity and timing of certain acquisitions made, the Company is in the process of determining and finalizing the estimated fair value of the net assets acquired as part of the acquisitions closed during the last quarter of 2024 and the first three quarters of 2025. The amounts determined on a provisional basis generally relate to net asset assessments and measurement of the assumed liabilities, including acquired contract liabilities. The provisional purchase price allocations may differ from the final purchase price allocations, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. The cash consideration associated with these provisional estimates (including individually significant acquisitions) totals EUR 308,995. The aggregate impact of acquisition accounting applied in connection with the business acquisitions that are not individually significant in the nine-month period ended September 30, 2025 is as follows: TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 12 The 2025 additional business acquisitions did not have a material impact to either the consolidated revenue or the consolidated net income (loss) for the nine months ended September 30, 2025. The materiality threshold is reviewed on a regular basis taking into account the quantitative (contribution to revenue and net income) and qualitative (size and comparability with other Topicus businesses) factors of current period acquisitions on both an individual and aggregate basis. Assets acquired: Cash 13,394 Accounts receivable 7,987 Other current assets 3,253 Property and equipment 2,417 Right of use assets 4,912 Other non-current assets 359 Deferred income taxes 7,167 Technology assets 47,348 Customer assets 59,478 146,315 Liabilities assumed: Current liabilities 16,637 Deferred revenue 9,168 Deferred income taxes 26,332 Long-term lease obligations 3,238 Other non-current liabilities 4,279 59,654 Bargain purchase gain (154) Goodwill 10,440 Total consideration 96,948 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 13 5. Investments accounted for using the equity method On January 31, 2025, the Company purchased 8,300,029 shares in Asseco Poland S.A. (“Asseco”) representing approximately 9.99% of the issued shares in Asseco. The Asseco shares were acquired at a price of 85 PLN per share for total consideration of EUR 167,977. Asseco offers comprehensive, proprietary IT solutions for all sectors of the economy
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and is listed on the Polish Warsaw Stock Exchange (the “WSE”). The Company has made an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income (“FVOCI”). The Company designated the Asseco investment as equity securities at FVOCI because the investment in Asseco represents an investment that the Company intends to hold for the long term. At the time the Company purchased shares of Asseco, the trading price per Asseco share on the WSE was in excess of the purchase price of 85 PLN per share. The Company recorded a gain of EUR 32,789 in the statement of income (loss) at the time of purchase. During the three and nine months ended September 30, 2025, the Company recorded a loss of EUR 4,374 and a gain EUR 190,618 based on the Asseco share price as at September 25, 2025 within other comprehensive income reduced by transaction costs of EUR 1,659. On February 4, 2025, the Company entered into a binding agreement in respect of the acquisition of 12,318,863 treasury shares of Asseco. These shares represent 14.84% of Asseco’s share capital. On September 25, 2025, the Company received regulatory approval for the acquisition of the treasury shares and subsequent to this date, applied the equity method of accounting to its existing 9.99% investment in Asseco. The Company elected to record the investment in Asseco at cost under the equity method of accounting which comprised of the initial investment of EUR 167,977 and transaction fees of EUR 1,659 for a total cost of EUR 169,636. As a result, Topicus reversed previous fair value adjustments and recorded a loss in the condensed consolidated interim statement of income of EUR 221,748 for the three and nine months ended September 30, 2025. Under the equity method of accounting, the investment is initially recognized at cost and is subsequently adjusted to reflect Topicus’ share of profit or loss and other comprehensive income of Asseco. Topicus also reclassified their investment from “Equity securities” into “Investments accounted for under the equity method”. Due to the complexity and timing of the investment, the Company is in the process of determining and finalizing the estimated fair value of the net assets acquired. The provisional purchase price allocation may differ from the final purchase price allocation, and these differences may be material. Revisions to the allocation will occur as additional information about the fair value of assets and liabilities becomes available. The fair value of the Company’s 9.99% investment in Asseco based on the share price of Asseco at September 30, 2025 is EUR 389,658. During the nine months ended September 30, 2025, the Company received a dividend of EUR 7,710 from Asseco. The dividend has been included in net income and included in the line item “Finance and other (income) expenses”. In anticipation of the acquisition of the 14.84% of Asseco’s share capital which closed on October 1, 2025 (note 20), the Company’s expected cash consideration held at September 30, 2025 for the purchase of these shares in the amount of EUR 246,172 was subject to restriction as of September 30, 2025 and as a result, the balance was classified as “Restricted Cash” as of September 30, 2025. TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine mo
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nths ended September 30, 2025 and 2024 (Unaudited) 14 6. Other assets and other non-current liabilities (a) Other assets (b) Other non-current liabilities September 30, 2025 December 31, 2024 Prepaid expenses and other current assets 53,839 38,787 Sales tax receivable 1,818 1,541 Equity securities held for trading 470 0 Other receivables 17,168 12,650 Total other current assets 73,295 52,979 Costs to obtain a contract 123 161 Non-current trade and other receivables and other assets 9,460 9,273 Total other non-current assets 9,583 9,433 September 30, 2025 December 31, 2024 Contingent consideration 23,624 16,896 Deferred revenue 5,994 6,632 Other non-current liabilities 26,302 22,297 Total other non-current liabilities 55,920 45,825 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 15 7. Intangible Assets Technology Assets Customer Assets Trademarks Goodwill Total Cost Balance at January 1, 2024 561,703 668,688 25,406 235,734 1,491,531 Acquisitions through business combinations 65,523 96,046 - 13,931 175,499 Effect of movements in foreign exchange and other 4,156 4,464 - 1,452 10,073 Balance at December 31, 2024 631,382 769,198 25,406 251,117 1,677,103 Balance at January 1, 2025 631,382 769,198 25,406 251,117 1,677,103 Acquisitions through business combinations 111,448 207,478 - 32,787 351,713 Effect of movements in foreign exchange and other (6,541) (6,167) - (1,703) (14,410) Balance at September 30, 2025 736,289 970,509 25,406 282,202 2,014,406 Accumulated amortization and impairment losses Balance at January 1, 2024 334,244 247,528 6,032 18 587,822 Amortization for the period 65,796 68,434 1,269 - 135,499 Impairment charge - - - 629 629 Effect of movements in foreign exchange and other 1,586 897 - - 2,483 Balance at December 31, 2024 401,625 316,860 7,301 647 726,433 Balance at January 1, 2025 401,625 316,860 7,301 647 726,433 Amortization for the period 58,036 60,586 952 - 119,574 Impairment charge - - - - - Effect of movements in foreign exchange and other (2,602) (1,235) - - (3,837) Balance at September 30, 2025 457,059 376,210 8,253 647 842,170 Carrying amounts At January 1, 2024 227,458 421,160 19,374 235,716 903,709 At December 31, 2024 229,756 452,339 18,105 250,470 950,670 At January 1, 2025 229,756 452,339 18,105 250,470 950,670 At September 30, 2025 279,230 594,299 17,153 281,555 1,172,236 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 16 8. Topicus Coop Debt Facilities Schuldschein Loan On June 30, 2025, Topicus Coop obtained a EUR 200,000 senior unsecured Schuldschein Loan (the “Loan”). The Loan bears interest at a rate calculated at EURIBOR plus interest rate spreads based on tenure. EUR 79,500 of the Loan is due on June 30, 2028, EUR 105,500 of the Loan is due on June 30, 2030 and EUR 15,000 of the Loan is due on June 30, 2032. The Loan is guaranteed by certain subsidiaries of the Company on the same basis as such subsidiaries have guaranteed the Topicus Revolving Credit Facilities. The Loan contains standard events of default which, if not remedied within a cure period, would trig
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ger the repayment of any outstanding balance. Transaction costs associated with the Loan have been included as part of the carrying amount of the liability and are being amortized through profit or loss using the effective interest rate method. As at September 30, 2025, the carrying value of the Loan is EUR 199,373 and has been classified as a non-current liability in the consolidated statement of financial position and the carrying amount of costs relating to the Loan totaled EUR 627. Revolving Credit Facility On May 13, 2025, Topicus Coop amended the existing revolving credit facility (the “Topicus Revolving Credit Facility”) with a number of European financial institutions. Under the amended credit facility, the Company will be able to borrow up to EUR 700,000 under a multicurrency revolving loan facility. The Topicus Revolving Credit Facility matures on October 28, 2029. The Topicus Revolving Credit Facility bears interest at a rate calculated at EURIBOR plus interest rate spreads based on a leverage table. The Topicus Revolving Credit Facility is guaranteed by the Company and some of its material subsidiaries, except for the entities securing amounts outstanding under the Term and Other Loans (note 9). The Topicus Revolving Credit Facility contains standard events of default which, if not remedied within a cure period, would trigger the repayment of any outstanding balance. As of September 30, 2025, EUR 392,000 (December 31, 2024 – EUR 220,000) had been drawn from this credit facility. Transaction costs associated with the Topicus Revolving Credit Facility have been included as part of the carrying amount of the liability and are being amortized through profit or loss using the effective interest rate method. The carrying value of the debt amounts to EUR 389,680 (December 31, 2024 – EUR 217,501) and has been classified as a current liability in the consolidated statement of financial position. As at September 30, 2025, the carrying amount of costs relating to this Topicus Revolving Credit Facility totaled EUR 2,320 (December 31, 2024 – EUR 2,499). 9. Term and Other Loans within subsidiaries of Topicus Coop Certain of the Company’s subsidiaries have entered into term and other debt facilities (“Term and Other Loans”) with various financial institutions. Topicus does not guarantee the debt of these subsidiaries, nor are there any cross-guarantees between subsidiaries. The credit facilities are collateralized by substantially all of the assets of the borrowing entity and its subsidiaries. The credit facilities typically bear interest at a rate calculated using an interest rate index plus a margin. The financing arrangements for each subsidiary typically contain certain restrictive covenants, which may include limitations or prohibitions on additional indebtedness, payment of cash dividends, redemption of capital, capital spending, making of acquisitions and sales of assets. In addition, certain financial covenants must be met by those subsidiaries that have outstanding debt. During the three months ended June 30, 2025 in conjunction with acquisition of CS, a subsidiary of Topicus Coop entered into a loan for EUR 95,400 which matures in 2032. TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 17 The term and other loa
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ns comprise the following: The annual minimum repayment requirements for the Term and Other Loans are as follows: 10. Provisions September 30, 2025 December 31, 2024 Principal outstanding (and equal to fair value) 156,093 58,070 Deduct: Carrying value of transaction costs included in debt balance (2,731) (553) Carrying value 153,363 57,517 Current portion 13,919 8,217 Non-current portion 139,444 49,300 Term and Other Debt Facilities Year Term and Other Debt Facilities 2025 3,529 2026 13,275 2027 7,408 2028 6,301 2029 29,730 2030 450 2031 - 2032 95,400 156,093 At January 1, 2025 2,582 Reversal (307) Provisions recorded during the period 2,506 Provisions used during the period (2,737) Effect of movements in foreign exchange and other (29) At September 30, 2025 2,015 Provisions classified as current liabilities 2,015 Provisions classified as other non-current liabilities - TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 18 The provisions balance is comprised of various individual provisions for severance costs and other estimated liabilities of the Company of uncertain timing or amount. 11. Income taxes Income tax expense is recognized based on management’s best estimate of the actual income tax rate for the interim period applied to the pre-tax income of the interim period for each entity in the consolidated group. As a result of foreign exchange fluctuations, acquisitions, and ongoing changes due to intercompany transactions amongst entities operating in different jurisdictions, the Company has determined that a reasonable estimate of a weighted average annual tax rate cannot be determined on a consolidated basis. The Company’s consolidated effective tax rate in respect of continuing operations for the three and nine months ended September 30, 2025 was negative 10% and 143% respectively (19% and 20% for the three and nine months ended September 30, 2024). The effective tax rate for the quarter was partially impacted by the accounting treatment of the Company’s investment in Asseco (Note 5). The Company is subject to tax audits in the countries in which the Company does business globally. These tax audits could result in additional tax expense in future periods relating to historical filings. Reviews by tax authorities generally focus on, but are not limited to, the validity of the Company’s inter-company transactions, including financing and transfer pricing policies which generally involve subjective areas of taxation and a significant degree of judgement. If any of these tax authorities are successful with their challenges, the Company’s income tax expense may be adversely affected and the Company could also be subject to interest and penalty charges. The deductibility of the Company's employee bonus program is being challenged by the Dutch Tax Authorities for financial years 2016 and 2018 to date. The Company continues to believe in the merits of its tax filing position and, as such, has not recognized any provision in the condensed consolidated interim financial statements. If the Company is ultimately unsuccessful, the additional tax expense including interest for 2016 and for the period from 2018 to September 30, 2025 would be up to approximately EUR 7,800. 12. Shareholders’ Equity The Company’s authorized shar
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e capital consists of an unlimited number of Subordinate Voting Shares and 1 Super Voting Share. As at September 30, 2025, there are 83,338,873 Subordinate Voting Shares and 1 Super Voting Share outstanding. The Super Voting Share is held by Constellation Software Inc. (“CSI”). The Super Voting Share entitles CSI to that number of votes that equals 50.1% of the aggregate number of votes attached to all the outstanding Super Voting Shares and Subordinate Voting Shares. Number Amount September 30, 2025 83,338,874 39,412 December 31, 2024 83,068,874 39,412 Common Stock TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 19 13. Finance costs and Finance other expenses (income) 2025 2024 2025 2024 Share in net (income) loss of equity investee 496 - 475 (223) Foreign exchange loss (gain) (377) (401) (1,610) 68 (Increase) decrease in the fair value of derivatives (note 15) (60,719) - (64,603) - Other finance costs (income) (939) (433) (10,298) (1,523) Finance and other expenses (income) (61,539) (835) (76,036) (1,679) Interest expense on debt 6,996 5,939 16,734 16,003 Interest expense on lease obligations 826 524 2,207 1,461 Amortization of debt related transaction costs 414 690 938 1,198 Other finance costs 940 504 2,060 1,271 Finance costs 9,175 7,656 21,939 19,933 Nine months ended September 30, Three months ended September 30, TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 20 14. Earnings (loss) per share Basic and diluted earnings (loss) per share 15. Financial instruments Fair values versus carrying amounts The carrying values of cash, accounts receivable, accounts payable and accrued liabilities, the majority of acquisition holdbacks, and the Revolving Credit Facility, approximate their fair values due to the short-term nature of these instruments. The carrying value of the Term and Other Loans approximate their fair value as the bank debt is subject to market interest rates. Fair value hierarchy The table below analyzes financial instruments carried at fair value, by valuation method. • level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • level 2 inputs are inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly (i.e. prices) or indirectly (i.e. derived from prices); and • level 3 inputs are inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs). 2025 2024 2025 2024 Basic earnings (loss) per share: Numerator: Net income (loss) attributable to equity holders of Topicus (78,192) 23,340 (7,523) 58,447 Denominator: Weighted average basic shares outstanding 83,338,874 82,912,026 83,169,753 82,664,754 Earnings (loss) per share Basic (0.94) 0.28 (0.09) 0.71 Diluted earnings (loss) per share: Numerator: Net income (loss) attributable to the ordinary equity holders of Topicus (78,192) 23,340 (7,523) 58,447 Add: Net income (loss) attributable to the non-controlling interest holders of Topicus Coop (43,515) 13,142 (3,547) 33,259 Net income (loss) to b
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e used for diluted earnings per share (121,708) 36,482 (11,070) 91,705 Denominator: Weighted average basic shares outstanding 83,338,874 82,912,026 83,169,753 82,664,754 Add: Effect of dilutive shares 46,502,945 46,929,793 46,672,066 47,177,065 Weighted average diluted shares outstanding 129,841,819 129,841,819 129,841,819 129,841,819 Earnings (loss) per share Diluted (0.94) 0.28 (0.09) 0.71 Three months ended September 30, Nine months ended September 30, TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 21 In the table below, the Company has segregated all financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. Financial assets and financial liabilities measured at fair value as of September 30, 2025 and December 31, 2024 in the condensed consolidated interim financial statements are summarized below. The Company has no additional financial liabilities measured at fair value after initial recognition other than those recognized in connection with business combinations. There were no transfers of fair value measurement between level 1, 2 and 3 of the fair value hierarchy in the periods ended September 30, 2025 and December 31, 2024. The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in level 3 of the fair value hierarchy. Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Equity securities 739 - - 739 1 - - 1 Derivatives - - 101,686 101,686 - - - - 739 - 101,686 102,425 1 - - 1 Liabilities: Contingent consideration - - 31,116 31,116 - - 23,028 23,028 Derivatives - - 37,083 37,083 - - - - - - 68,199 68,199 - - 23,028 23,028 September 30, 2025 December 31, 2024 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 22 Contingent Consideration Estimates of the fair value of contingent consideration are performed by the Company on a quarterly basis. Key unobservable inputs include revenue/profitability growth rates and the discount rates applied (8% to 11%). The estimated fair value increases as the annual revenue/profitability growth rate increases and as the discount rate decreases and vice versa. Derivative Asset: On February 4, 2025, the Company entered into a binding agreement in respect of the acquisition of 12,318,863 treasury shares of Asseco Poland S.A. (“Asseco”). These shares represent 14.84% of Asseco’s share capital and will be purchased at a price of PLN 85 per share. The contract to acquire the additional shares of Asseco is a derivative under IFRS Accounting Standards and has been recorded at fair value as of September 30, 2025. Key unobservable inputs include the discount associated with the trading volume of Asseco and the size of the block of shares underlying the contract. The estimated fair value of the derivative asset decreases as the discount increases. The estimated fair value of the asset increases as the discount decreases. The key observable inpu
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t is the share price of Asseco. As the Asseco share price increases, the fair value of the derivative increases. As the Asseco share price decreases, the fair value of the derivative decreases. During the three and nine months ended September 30, 2025, income of EUR 97,802 and income of EUR 101,686 was recorded. Derivative Liability: On February 3, 2025, Topicus announced the signing of a shareholders’ agreement which was entered into with the Adam Góral Family Foundation governing their cooperation as shareholders in Asseco. Under the terms of the agreement, certain parties have the right to buy up to 1.7% (1,411,006 shares) of Asseco’s shares from the Company at a purchase price of PLN 85. The contract is a derivative under IFRS Accounting Standards and has been recorded at fair value as of September 30, 2025. The key observable input is the share price of Asseco. As the Asseco share price increases, the fair value of the derivative liability increases. As the Asseco share price decreases, the fair value of the derivative liability decreases. During the three and nine months ended September 30, 2025, an expense of EUR 37,083 was recorded. The derivative liability is included within “Accounts Payable and accrued liabilities” as of September 30, 2025. Balance at January 1, 2025 23,028 Increase from business acquisitions 14,440 Cash recoveries (payments) (6,372) Charges (recoveries) through profit or loss 595 Foreign exchange and other movements (575) Balance at September 30, 2025 31,116 Contingent consideration classified as current liabilities 7,493 Contingent consideration classified as other non-current liabilities 23,624 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 23 16. Contingencies In the normal course of operations, the Company is subject to litigation and claims from time to time. The Company may also be subject to lawsuits, investigations and other claims, including environmental, labour, income and sales tax, product, customer disputes and other matters. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not always possible to estimate the extent of potential costs, if any, management believes that the ultimate resolution of such contingencies will not have a material adverse impact on the results of operations, financial position or liquidity of the Company. 17. Changes in non-cash operating assets and liabilities 18. Related parties Transactions with related parties are assumed when a relationship exists between the Company and a natural person or entity that is affiliated with the Company. This includes, amongst others, the relationship between the Company and its subsidiaries, significant shareholders, directors, key management personnel, certain companies affiliated with key management personnel, and companies that are under common control of the Company’s controlling shareholder, CSI. Transactions are transfers of resources, services or obligations, regardless whether anything has been charged. Transactions with CSI The Company pays management fees to CSI (included within “Other, net” expenses) and reimburses CSI for certain expenses paid on behalf of the Company. Furthermore, CSI reimburses the Company for certain salary expenses incur
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red by the Company on behalf of CSI. The net payments made by the Company to CSI for management fees and reimbursements of expenses during the three and nine months ended September 30, 2025 was EUR 950 and EUR 11,035 (Three and nine months ended September 30, 2024 - EUR 917 and EUR 8,865). During the three and nine months ended September 30, 2025, the Company expensed management fees of EUR 735 and EUR 2,205 (Three and nine months ended September 30, 2024 – EUR 645 and EUR 1,935). 2025 2024 2025 2024 Decrease (increase) in current accounts receivable 25,185 18,169 44,582 38,535 Decrease (increase) in current unbilled revenue (243) 1,305 (8,550) (159) Decrease (increase) in other current assets (1,161) 555 (15,138) (6,535) Decrease (increase) in inventories (912) (300) (1,758) (751) Decrease (increase) in other non-current assets (7,224) (2,173) (4,971) 1,074 Increase (decrease) in other non-current liabilities (3,203) 3,794 (8,442) (1,421) Increase (decrease) in current accounts payable and accrued liabilities, excluding holdbacks from acquisitions 16,960 7,118 (12,576) (33,186) Increase (decrease) in current deferred revenue (80,742) (77,957) 49,206 49,086 Increase (decrease) in current provisions 2 (253) (735) (346) Change in non-cash operating working capital (51,340) (49,742) 41,619 46,296 Three months ended September 30, Nine months ended September 30, TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 24 The ending payable balance to CSI (included within “Accounts payable and accrued liabilities”) as at September 30, 2025 was EUR 955 (December 31, 2024 – EUR 1,050). Transactions with entities under the control of CSI The Company also provides professional services to other entities under the control of CSI. The total amount of revenue recognized during the three and nine months ended September 30, 2025 (included within “Professional services revenue”) relating to such arrangements was EUR 2,644 and EUR 7,379 (Three and nine months ended September 30, 2024 – EUR 2,227 and EUR 5,900). The ending receivable balance (included within “Accounts receivable”) as at September 30, 2025 relating to these arrangements was EUR 1,082 (December 31, 2024 – EUR 1,187). During the period, CSI provided insurance related services to the Company. The total insurance expense recognized in 2025 was EUR 18 (included within “Professional Fees”) (September 30, 2024 – EUR NIL) and the associated prepaid expense balance at September 30, 2025 was EUR 169 (included within “Other Assets”) (December 31, 2024 – EUR 118). Transactions with Vela Software Group and CSI in conjunction with GeoSoftware and Geoactive: During the three and nine months ended September 30, 2025, GeoSoftware and Geoactive reimbursed Vela and CSI for certain expenses primarily related to salaries and benefits incurred by Vela and CSI on behalf of GeoSoftware and Geoactive. The total expenses reimbursed for the three and nine months ended September 30, 2025 was EUR 459 and EUR 1,618 (Three and nine months ended September 30, 2024 – EUR 533 and EUR 1,831). The amount payable as at September 30, 2025 relating to these amounts was EUR 713 (included within “Accounts payable and accrued liabilities”) (December 31, 2024 – EUR 420). During the nine months ended September 30, 2025,
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the Company earned revenue from Vela in the amount of EUR 123 and the receivable as of September 30, 2025 was EUR 123. During 2023, Vela provided a loan to the Company in the amount of USD $2,000. The loan is non-interest bearing, may be repaid by the Company at any time and matures in 2029. The Company is required to make annual principal payments in the amount of USD $335 and the final payment is USD $325. As at September 30, 2025, the long- term portion of the loan of USD $995 (December 31, 2024 – USD $1,330) is included within “Other Liabilities” and the short-term portion of the loan USD $335 (December 31, 2024 – USD $335) is included within “Accounts Payable and Accrued Liabilities”. During the nine months ended September 30, 2025, the Company paid a pro-rata dividend to the shareholders of GeoSoftware. A dividend of EUR 2,245 was paid to Vela. During the nine months ended September 30, 2025, the Company paid a pro-rata dividend to the shareholders of Geoactive. A dividend of EUR 1,068 was paid to Vela. 19. Non-controlling interests The Company’s non-controlling interest is associated with Topicus Coop, an entity domiciled in the Netherlands and certain subsidiaries of Topicus Coop. Topicus Coop’s common equity consists of Topicus Coop Ordinary Units. As at September 30, 2025, there were 129,841,818 Topicus Coop Ordinary Units outstanding, which are held by Topicus Coop’s unitholders, as follows: TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 25 • Topicus: 83,338,873 Topicus Coop Ordinary Units, representing 64.18% equity ownership. • CSI: 188,953 Topicus Coop Ordinary Units, representing 0.15% equity ownership. • Joday Group: 38,148,221 Topicus Coop Ordinary Units, representing 29.38% equity ownership. • Ijssel Group: 8,165,771 Topicus Coop Ordinary Units, representing 6.29% equity ownership All of the Topicus Coop Ordinary Units held by CSI, the Joday Group and Ijssel Group (collectively the “Topicus Coop Exchangeable Units”) are exchangeable, directly or indirectly, for Subordinate Voting Shares. The Topicus Coop Exchangeable Units comprise non-controlling interests in Topicus Coop. Topicus Coop also has certain subsidiaries that are not owned 100% by Topicus Coop and have a non-controlling interest. In 2021, the Company acquired a 60% interest in GeoSoftware, the remaining 40% is owned by the Vela Software Group. GeoSoftware is domiciled primarily in Europe and North America. On May 16, 2022, the Company also acquired a controlling interest of 72.68% in Sygnity S.A. (“Sygnity”), a company based in Poland. The remaining 27.32% represents non-controlling interest. On July 1, 2022, the Company acquired a controlling interest of 60% in Geoactive, the remaining 40% is owned by the Vela Software Group. Geoactive is domiciled in Scotland. The following tables summarize the information relating to the Company's non-controlling interests in Topicus Coop as at September 30, 2025 and December 31, 2024. Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Current assets 828,841 20,805 7,155 46,987 903,787 Non-current assets 1,386,870 54,534 13,211 68,525 1,523,140 Total assets 2,215,711 75,339 20,366 115,512 2,426,928 Current liabilities 992,485 13,913 6,125 20,357 1
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,032,881 Non-current liabilities 651,570 29,234 2,746 11,497 695,048 Total liabilities 1,644,056 43,147 8,872 31,854 1,727,929 Less: Non-controlling interest of Topicus Coop subsidaries 48 12,877 4,598 22,855 40,378 Net assets 571,607 19,315 6,896 60,802 658,621 Net assets allocated to the Ordinary Units of Topicus Coop classified as non-controlling interest 235,888 Add: Non-controlling interest of Topicus Coop subsidaries 40,378 Total non-controlling interest 276,266 As at September 30, 2025 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 26 The following tables summarize the information on the condensed consolidated interim statement of income (loss) relating to the Company's non-controlling interests in Topicus Coop for the three and nine months ended September 30 2025 and 2024. Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Current assets 380,463 21,871 9,747 42,316 454,396 Non-current assets 921,754 68,943 17,454 73,319 1,081,470 Total assets 1,302,217 90,814 27,201 115,635 1,535,866 Current liabilities 649,499 16,243 8,469 25,737 699,947 Non-current liabilities 257,571 30,692 3,642 12,379 304,285 Total liabilities 907,070 46,935 12,111 38,116 1,004,232 Less: Non-controlling interest of Topicus Coop subsidaries 172 17,553 6,036 21,085 44,846 Net assets 394,975 26,326 9,054 56,434 486,788 Net assets allocated to the Ordinary Units of Topicus Coop classified as non-controlling interest 175,273 Add: Non-controlling interest of Topicus Coop subsidaries 44,846 Total non-controlling interest 220,119 As at December 31, 2024 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Revenue 356,251 8,389 3,393 19,856 387,888 Expenses 469,616 8,716 3,012 16,449 497,793 Income (loss) before income taxes (113,365) (327) 381 3,407 (109,905) Income tax expense 10,128 (129) 132 697 10,828 Net income (loss) prior to non-controlling interest allocation (123,494) (198) 249 2,710 (120,733) Less: Non-controlling interest of Topicus Coop subsidaries 7 (79) 100 740 767 Net income (loss) after allocation of non-controlling interest of Topicus Coop subsidaries (123,501) (119) 149 1,970 (121,500) Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest (43,515) Add: Non-controlling interest of Topicus Coop subsidaries 767 Total non-controlling interest (42,748) Three months ended September 30, 2025 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 27 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Revenue 1,022,615 24,929 10,669 57,302 1,115,515 Expenses 1,009,789 25,934 9,524 48,481 1,093,728 Income (loss) before income taxes 12,826 (1,005) 1,145 8,821 21,787 Income tax expense 28,211 228 400 1,755 30,593 Net income (loss) prior to non-controlling interest allocation (15,385) (1,233) 745 7,067 (8,807) Less: Non-controlling interest of Topicus Coop subsidaries 7 (493) 298 1,931 1,742 Net income (loss) after allocation of
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non-controlling interest of Topicus Coop subsidaries (15,392) (740) 447 5,136 (10,549) Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest (3,547) Add: Non-controlling interest of Topicus Coop subsidaries 1,742 Total non-controlling interest (1,805) Nine Months Ended September 30, 2025 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Revenue 282,427 9,285 3,971 16,539 312,222 Expenses 239,596 8,118 3,171 14,530 265,415 Income (loss) before income taxes 42,831 1,167 800 2,009 46,807 Income tax expense 9,185 (471) (302) 367 8,778 Net income (loss) prior to non-controlling interest allocation 33,646 1,639 1,102 1,643 38,029 Less: Non-controlling interest of Topicus Coop subsidaries 2 655 441 449 1,547 Net income (loss) after allocation of non-controlling interest of Topicus Coop subsidaries 33,644 983 661 1,194 36,483 Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest 13,142 Add: Non-controlling interest of Topicus Coop subsidaries 1,547 Total non-controlling interest 14,689 Three months ended September 30, 2024 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudited) 28 Financial information on the statement of cash flows for Topicus Coop is as follows for the three and nine months ended September 30, 2025 and 2024: Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Revenue 847,433 24,234 11,353 46,959 929,979 Expenses 734,170 25,531 9,378 44,360 813,439 Income (loss) before income taxes 113,264 (1,297) 1,975 2,599 116,540 Income tax expense 24,621 (1,623) (22) 293 23,269 Net income (loss) prior to non-controlling interest allocation 88,643 327 1,996 2,306 93,272 Less: Non-controlling interest of Topicus Coop subsidaries 16 130 799 630 1,575 Net income (loss) after allocation of non-controlling interest of Topicus Coop subsidaries 88,627 196 1,198 1,676 91,697 Net income (loss) allocated to Ordinary Units of Topicus Coop classified as non-controlling interest 33,259 Add: Non-controlling interest of Topicus Coop subsidaries 1,575 Total non-controlling interest 34,834 Nine months ended September 30, 2024 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Cash flows from (used in) operating activities 46,271 (1,692) (1,016) 4,884 48,446 Cash flows from (used in) in financing activities 247,434 (1,031) - (977) 245,426 Cash flows from (used in) investing activities (265,602) - - (1,208) (266,810) Three months ended September 30, 2025 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Cash flows from (used in) operating activities 288,298 2,737 49 13,864 304,949 Cash flows from (used in) in financing activities 441,459 (4,300) (2,885) (3,860) 430,414 Cash flows from (used in) investing activities (660,307) - - (2,824) (663,131) Nine Months Ended September 30, 2025 TOPICUS.COM INC. Notes to Condensed Consolidated Interim Financial Statements (In thousands of euros, except per share amounts and as otherwise indicated) (Due to rounding, numbers presented may not foot) Three and nine months ended September 30, 2025 and 2024 (Unaudit
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ed) 29 20. Subsequent events On February 4, 2025, the Company entered into a binding agreement in respect of the acquisition of 12,318,863 treasury shares of Asseco representing 14.84% of Asseco’s share capital, to be purchased at a price of PLN 85 per share. The acquisition of the treasury shares closed on October 1, 2025. On October 1, 2025, the restriction was released on the cash consideration and the total purchase price for the treasury shares was EUR 246,172. On February 3, 2025, Topicus announced the signing of a shareholders’ agreement which was entered into with the Adam Góral Family Foundation governing their cooperation as shareholders in Asseco. The shareholders’ agreement became effective as result of the acquisition of the treasury shares. Subsequent to September 30, 2025 the Company completed or has open commitments to acquire a number of businesses for aggregate cash consideration of EUR 29,929 on closing plus total estimated deferred payments of EUR 15,074 for total consideration of EUR 45,003. The business acquisitions operate in the transit, asset management, social media, financial services, aviation, enterprise resource planning, and local government verticals and are all software companies similar to the existing business of the Company. Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Cash flows from (used in) operating activities 29,035 346 (1,553) 3,905 31,732 Cash flows from (used in) in financing activities 1,644 (509) (4,470) (1,004) (4,337) Cash flows from (used in) investing activities (24,663) (1,375) (17) (35) (26,090) Three months ended September 30, 2024 Topicus Coop (excluding GeoSoftware, Geoactive and Sygnity) GeoSoftware Geoactive Sygnity Topicus Coop Cash flows from (used in) operating activities 252,268 4,888 2,118 8,766 268,039 Cash flows from (used in) in financing activities (117,514) (2,233) (9,161) (3,314) (132,222) Cash flows from (used in) investing activities (70,487) (1,387) (22) (8,542) (80,439) Nine months ended September 30, 2024
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