Original News Release
SEDAR Interim Financial Statements
Condensed Consolidated Interim Financial Statements Q3 2026 For the three and nine months ended December 31, 2025 Condensed Consolidated Statements of Financial Position December 31, 2025 March 31, 2025 UNAUDITED (thousands of Canadian $) Assets Current assets: Cash 20,040 43,884 Restricted cash 644 362 Short-term investment 3,700 — Trade and other receivables 40,323 41,457 Prepaid expenses 3,062 2,572 Prepaid income taxes 2,838 1,641 70,607 89,916 Other long-term assets 1,325 — Intangible assets 62,335 59,955 Right-of-use assets 26,907 28,443 Property and equipment 11,399 10,157 Goodwill 18,887 15,814 Deferred tax asset 938 471 Total assets 192,398 204,756 Liabilities and shareholders’ equity Current liabilities: Trade payables and accrued liabilities 16,321 18,452 Income taxes payable 804 2,667 Acquisition holdback payable 2,237 188 Acquisition earnout payable — 3,864 Deferred revenue (note 5) 31,992 40,276 Lease liabilities (note 6) 2,480 2,278 Government loan 322 310 54,156 68,035 Lease liabilities (note 6) 33,355 34,668 Revolving credit facility (note 14) 2,000 — Government loan 1,207 1,319 Other long-term liabilities 358 1,725 Deferred tax liabilities 13,987 13,102 Total liabilities 105,063 118,849 Shareholders’ equity: Share capital 94,773 94,849 Contributed surplus 15,977 15,460 Accumulated other comprehensive income or loss 4,098 4,326 Deficit (27,513) (28,728) Total shareholders’ equity 87,335 85,907 Total liabilities and shareholders' equity 192,398 204,756 Subsequent event (note 15) See accompanying notes to condensed consolidated interim financial statements. Condensed Consolidated Interim Financial Statements 2 Computer Modelling Group Ltd. 2026 Condensed Consolidated Statements of Operations and Comprehensive Income Three months ended December 31 Nine months ended December 31 UNAUDITED (thousands of Canadian $ except per share amounts) 2025 2024 2025 2024 Revenue (note 7) 32,685 35,773 92,519 95,763 Cost of revenue 5,975 6,307 17,475 18,191 Gross profit 26,710 29,466 75,044 77,572 Operating expenses Sales and marketing 4,526 4,363 15,128 13,523 Research and development (note 8) 8,222 7,340 23,615 22,013 General and administrative 6,743 6,546 18,608 16,723 19,491 18,249 57,351 52,259 Operating profit 7,219 11,217 17,693 25,313 Finance income (note 9) 776 2,580 890 3,798 Finance costs (note 9) (528) (479) (2,652) (1,421) Change in fair value of contingent consideration — (150) 126 (2,063) Profit before income and other taxes 7,467 13,168 16,057 25,627 Income and other taxes (note 10) 1,503 3,562 4,068 8,294 Net income 5,964 9,606 11,989 17,333 Other comprehensive income: Foreign currency translation adjustment (1,548) 1,402 (228) 2,112 Other comprehensive income (1,548) 1,402 (228) 2,112 Total comprehensive income 4,416 11,008 11,761 19,445 Net income per share – basic & diluted (note 11(e)) 0.07 0.12 0.14 0.21 Dividend per share 0.01 0.05 0.07 0.15 See accompanying notes to condensed consolidated interim financial statements Condensed Consolidated Interim Financial Statements 3 Computer Modelling Group Ltd. 2026 Condensed Consolidated Statements of Changes in Equity Accumulated other Share Contributed comprehensive Total UNAUDITED (thousands of Canadian $) capital surplus income (loss) Deficit equity Balance, April 1, 2024 87,304 15,667 (367) (34,789) 67,815 Net income — — — 17,333 17,333 Foreign currency translation adjustment — — 2,112 — 2,112 Dividends paid — — — (12,292) (12,292) Shares issued on exercise of stock opti
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ons (noted 11(b)) 6,127 (1,003) — — 5,124 Shares issued on redemption of restricted share units (note 11 (b)) 580 580 Shares issued on redemption of performance share units (note 11 (b)) 244 — — — 244 Stock based compensation: Current period expense (note 11 (c)) 788 788 Balance, December 31, 2024 94,255 15,452 1,745 (29,748) 81,704 Balance, April 1, 2025 94,849 15,460 4,326 (28,728) 85,907 Net income — — — 11,989 11,989 Foreign currency translation adjustment — — (228) — (228) Dividends paid — — — (5,777) (5,777) Shares issued on exercise of stock options (noted 11(b)) 1,002 (174) — — 828 Shares issued on redemption of restricted share units (note 11 (b)) 173 — — — 173 Shares repurchased through normal course issuer bid ((note 11(d)) (1,251) — — (4,997) (6,248) Stock-based compensation: Current period expense (note 11(c)) — 691 — — 691 Balance, December 31, 2025 94,773 15,977 4,098 (27,513) 87,335 See accompanying notes to condensed consolidated interim financial statements. Condensed Consolidated Interim Financial Statements 4 Computer Modelling Group Ltd. 2026 Condensed Consolidated Statements of Cash Flows Three months ended December 31 Nine months ended December 31 UNAUDITED (thousands of Canadian $) 2025 2024 2025 2024 Operating activities Net income 5,964 9,606 11,989 17,333 Adjustments for: Depreciation and amortization of property, equipment, right- of use assets 1,157 1,262 3,312 3,763 Amortization of intangible assets 1,484 1,005 4,296 2,334 Deferred income tax expense (recovery) (note 10) (883) (150) (1,418) (228) Stock-based compensation (note 11(c)) 187 (641) (849) (855) Foreign exchange and other non-cash items (841) (1,295) (1,157) (857) Change in fair value of contingent consideration — 150 — 2,063 Funds flow from operations 7,068 9,937 16,173 23,553 Movement in non-cash working capital: Trade and other receivables (9,597) (3,827) 1,435 (1,981) Trade payables and accrued liabilities 5,441 (645) (542) (3,712) Prepaid expenses and other assets 63 85 (253) 193 Income taxes receivable (payable) (378) 1,567 (3,053) 3,678 Deferred revenue (2,592) 1,149 (9,220) (7,697) Change in non-cash working capital (7,063) (1,671) (11,633) (9,519) Net cash provided by operating activities 5 8,266 4,540 14,034 Financing activities Repayment of government loan — (63) (158) (63) Proceeds from issuance of common shares — 2,395 830 5,124 Proceed from credit facility 2,000 — 2,000 — Repurchase of shares (6,024) — (6,024) — Repayment of lease liabilities (note 6) (539) (689) (1,606) (2,201) Dividends paid (823) (4,115) (5,777) (12,292) Credit facility issuance cost (1,155) — (1,325) — Net cash used in financing activities (6,541) (2,472) (12,060) (9,432) Investing activities Corporate acquisition, net of cash acquired (note 3) — (27,071) (5,175) (27,071) Purchase of short-term investment (3,700) — (3,700) — Settlement of contingent consideration — (2,130) (3,582) (2,130) Property and equipment additions, net of disposals (723) (432) (2,345) (761) Net cash used in investing activities (4,423) (29,633) (14,802) (29,962) (Decrease) in cash (10,959) (23,839) (22,322) (25,360) Effect of foreign exchange on cash (1,840) 2,197 (1,522) 2,008 Cash, beginning of year 32,839 61,373 43,884 63,083 Cash, end of year 20,040 39,731 20,040 39,731 Supplementary cash flow information Interest received (note 9) 362 653 890 2,292 Interest paid (note 9) 528 479 1,468 1,421 Income taxes paid 3,375 2,128 8,344 7,853 See accompanying notes to consolidated financial stat
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ements. Condensed Consolidated Interim Financial Statements 5 Computer Modelling Group Ltd. 2026 Notes to Condensed Consolidated Financial Statements For the three and nine months ended December 31, 2025 and 2024. 1. Reporting Entity: Computer Modelling Group Ltd. (“CMG Group” or “the Company”) is a company domiciled in Alberta, Canada and is incorporated pursuant to the Alberta Business Corporations Act, with its common shares listed on the Toronto Stock Exchange under the symbol “CMG”. The address of CMG Group’s registered office is 3710 33 Street N.W., Calgary, Alberta, Canada, T2L 2M1. The consolidated financial statements as at and for the three and nine months ended December 31, 2025, comprise CMG Group and its subsidiaries: Computer Modelling Group Inc., CMG Middle East FZ LLC, CMG Europe Ltd., CMG Collaboration Centre India Private Ltd., and Computer Modelling Group Brazil Solucoes Technoligicas Ltda., (together referred to as “CMG”), and CMG Holdings (USA) Inc., Bluware-Headwave Ventures Inc., Bluware Inc., and Bluware AS, (together referred to as “BHV”), CMGL Services Corporation Inc., CMG Germany GmbH, Sharp Reflections GmbH, Sharp Reflections Inc., Sharp Reflections AS, Sharp Reflections Ltd., (together referred to as “SR” or “Sharp”) and SeisWare International Inc. and SeisWare Inc. (together referred to as “SWII” or “SeisWare”). The Company is a global software and consulting technology company engaged in both the development and licensing of reservoir simulation and seismic interpretation software. The Company also provides professional services consisting of highly specialized support, consulting, training, and contract research activities. 2. Basis of Preparation: (a) Statement of Compliance: These unaudited interim condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, under IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the Company’s most recent annual audited consolidated financial statements for the year ended March 31, 2025. These financial statements were prepared using accounting policies and methods of their application are consistent with those used in the preparation of the Company’s audited annual consolidated financial statements for the year ended March 31, 2025 except for the changes and additions as per note 2(b) These financial statements as at and for the three and nine months ended December 31, 2025 were authorized for issuance by the Board of Directors on February 10, 2026. (b) Changes in accounting policy The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the audited annual consolidated financial Statements, except for the inclusion of the following accounting policy related to financial instruments. The Company classifies and subsequently measures short-term investments and the credit facility at amortized cost in accordance with IFRS 9 Financial Instruments. 3. Acquisitions: On July 30, 2025, CMG Group completed the acquisition of 100% of the outstanding shares of SeisWare International Inc. (“SeisWare”), a Calgary-based software company special
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izing in geoscience interpretation and field development solutions to support subsurface exploration and development projects. The acquisition of SeisWare further builds out the seismic interpretation solutions offerings within the CMG Group through a platform offering powerful tools for seismic interpretation, attribute analysis, geological mapping and 3D well design. Subject to customary post-closing adjustments, the purchase price is US$6.6 million ($9.1 million), net of cash acquired, payout of indebtedness immediately prior to close, and other preliminary closing adjustments. On closing, US$6.0 million ($8.2 million) was paid and a holdback amount of US$0.6 million ($0.8 million) will be withheld for a period of 12 months and the transaction will be subject to final closing adjustments. As at December 31, 2025, the estimated holdback payable is US$0.4 million ($0.5 million). Notes to the Condensed Consolidated Interim Financial Statements 6 Computer Modelling Group Ltd. 2026 The acquisition is accounted for as a business combination, under the acquisition method, whereby the net assets acquired, and liabilities assumed were recorded at fair value at the acquisition date and the results of operations included in these consolidated financial statements from the date of the acquisition. Goodwill of $2.9 million recognized in connection with this acquisition is primarily attributable to CMG Group’s strategy to improve the operations of SeisWare, opportunities for SeisWare to increase sales to new customers and margins on revenue as the business expands, and other intangible assets that do not qualify for separate recognition including the assembled workforce. Goodwill is not expected to be deductible for income tax purposes. Due to the timing and complexity of the acquisition, CMG Group is in the process of determining and finalizing the estimated fair value of the net assets acquired. The amounts determined on a provisional basis are generally related to net asset assessments and measurements of assumed liabilities. The provisional purchase price allocations may differ from the final purchase price allocations, and these differences may be material. Revisions to allocations will occur as additional information about the fair value of the assets and liabilities becomes available. The acquisition accounting method applied on a provisional basis in connection with the acquisition of SeisWare is as follows: (thousands of $) Fair value of net assets acquired Cash 3,075 Net working capital, excluding deferred revenue (511) Right-of-use assets 113 Lease liabilities (113) Deferred revenue (936) Other assets and liabilities 116 Intangible assets: technology 5,000 Intangible assets: customer relationships 400 Deferred tax liability (1,248) Net assets acquired 5,896 Goodwill 2,876 Total purchase consideration 8,772 Consideration Cash 8,249 Acquisition holdback payable 523 Total consideration 8,772 4. Segmented Information: An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. The operating results of all operating segments are reviewed regularly by the Company’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assessing their performance. An operating segment is a component of the Company that engages in business act
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ivities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. The operating results of all operating segments are reviewed regularly by the Company’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assessing their performance. The Company consists of four operating segments. All operating segments have similar economic characteristics and therefore the Company has aggregated all operating segments into one reportable segment consistent with the objectives and basic principles of IFRS 8. Notes to the Condensed Consolidated Interim Financial Statements 7 Computer Modelling Group Ltd. 2026 The Company provides professional services, consisting of support, training, consulting and contract research activities, to promote the use and development of its software; however, these activities are considered a single line of business and all products function around this purpose and are not evaluated as a separate business segment. Non-current assets include property, equipment, intangible and right-of-use assets of the Company are located in the following geographic regions (for revenue by geographic region, refer to note 7), based on location of the respective operations: (thousands of $) December 31, 2025 March 31, 2025 Canada 59,708 53,527 United States 8,398 9,105 South America 531 331 Eastern Hemisphere(1) 50,889 51,406 119,526 114,369 (1) At December 31, 2025 non-current assets of $50.0 million are located in Germany (March 31, 2025 - $50.4 million) 5. Deferred Revenue: The following table presents changes in the deferred revenue balance: (thousands of $) December 31, 2025 March 31, 2025 Balance, beginning of year 40,276 41,120 Acquired deferred revenue 936 1,655 Invoiced during the year, excluding amounts recognized as revenue during the year 30,421 39,580 Recognition of deferred revenue included in the balance of acquired deferred revenue in the current year (1,003) (1,092) Recognition of deferred revenue included in the balance at the beginning of the year (38,395) (41,300) Effect of FX (243) 313 Balance, end of year 31,992 40,276 6. Lease Liabilities: The Group’s leases are for office space the most significant of which is the twenty-year head office lease in Calgary, Canada that commenced in 2017. These leases contain renewal options for additional terms, but since the Company is not reasonably certain it will exercise the renewal options, they have not been included in the measurement of the lease obligations (thousands of $) December 31, 2025 March 31, 2025 Balance, beginning of year 36,946 36,961 Additions 404 2,378 Acquired lease liabilities (note 3) 113 256 Interest on lease liabilities (note 9) 1,393 1,891 Lease payments (3,053) (4,641) Effect of foreign exchange 32 101 Balance, end of period 35,835 36,946 Current 2,480 2,278 Long-term 33,355 34,668 Notes to the Condensed Consolidated Interim Financial Statements 8 Computer Modelling Group Ltd. 2026 The following table presents contractual undiscounted payments for lease liabilities as at December 31, 2025: (thousands of $) Less than one year 4,240 Between one and five years 16,540 More than five years 26,226 Total undiscounted payments 47,006 7. Revenue: In the following table, revenue is disaggregated by nature and geographical region based on where the customer is located and timing of revenue recognition. In the case of revenues re
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cognized through a reseller arrangement the geographic segmentation is based on the resellers’ location: Three months ended December 31 2025 2024 ($ thousands) Canada United States South America Eastern Hemisph ere (1) Total Canada United States South America Eastern Hemisph ere (1) Total Annuity/maintenance 3,680 4,073 2,670 9,103 19,526 3,261 4,494 2,555 10,142 20,452 Annuity license fee 323 735 — 3,128 4,186 — 708 176 3,419 4,303 Perpetual license 187 31 — 199 417 170 — — 634 804 Total software revenue (2) 4,190 4,839 2,670 12,430 24,129 3,431 5,202 2,731 14,195 25,559 Professional services 1,871 3,819 616 2,250 8,556 2,322 5,857 452 1,583 10,214 Total revenue 6,061 8,658 3,286 14,680 32,685 5,753 11,059 3,183 15,778 35,773 Nine months ended December 31 2025 2024 ($ thousands) Canada United States South America Eastern Hemisph ere (1) Total Canada United States South America Eastern Hemisph ere (1) Total Annuity/maintenance 9,863 13,090 7,999 27,975 58,927 9,739 13,242 7,308 27,800 58,089 Annuity license fee 756 963 810 3,825 6,354 — 785 243 3,524 4,552 Perpetual license 187 125 — 1,428 1,740 170 1,337 — 3,556 5,063 Total software revenue (2) 10,806 14,178 8,809 33,228 67,021 9,909 15,364 7,551 34,880 67,704 Professional services 5,328 12,028 1,524 6,618 25,498 7,038 15,847 1,408 3,766 28,059 Total revenue 16,134 26,206 10,333 39,846 92,519 16,947 31,211 8,959 38,646 95,763 (1) Includes Europe, Africa, Asia and Australia. (2) Total software revenue includes the amortization of a fair value reduction of deferred revenue recognized on acquisition, which has reduced post acquisition revenues by $0.1 million and $0.3 million respectively, for the three and nine months ended December 31, 2025 (three and nine months ended December 31, 2024 - nil and $0.2 million). (3) Annuity/ maintenance and professional service revenue are recognized over the contract. Annuity license fee and perpetual license revenue are recognized at a point in time upon completion of the Company’s obligation. The amount of revenue recognized during the nine months ended December 31, 2025 from performance obligations satisfied (or partially satisfied) in previous periods is $0.8 million (nine months ended December 31, 2024 – $3.3 million). The Company applies the practical expedient available under IFRS 15 and does not disclose the amount of the transaction price allocated to unsatisfied performance obligations if the underlying contract has an expected duration of one year or less. Notes to the Condensed Consolidated Interim Financial Statements 9 Computer Modelling Group Ltd. 2026 Receivables and contract assets from contracts with customers included in “Trade and other receivables” were as follows: (thousands of $) December 31, 2025 March 31, 2025 Receivables 30,236 35,859 Contract assets 4,832 1,662 During the nine months ended December 31, 2025, one customer comprised 18% of the Company’s total revenue (nine months ended December 31, 2024 – one customer, 25%). 8. Research and Development Costs: Three months ended December 31 Nine months ended December 31 (thousands of $) 2025 2024 2025 2024 Research and development 8,360 7,418 24,010 22,165 Government grants for research and development (138) (78) (395) (152) 8,222 7,340 23,615 22,013 9. Finance Income and Finance Costs: Three months ended December 31 Nine months ended December 31 (thousands of $) 2025 2024 2025 2024 Interest income 362 653 890 2,292 Net foreign exchange gain 414 1,927 — 1,506 Finance income 776 2
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,580 890 3,798 Interest expense (528) (479) (1,468) (1,421) Net foreign exchange loss — — (1,184) — Finance costs (528) (479) (2,652) (1,421) 10. Income and Other Taxes: The major components of income tax expense are as follows: Nine months ended December 31 2025 2024 (thousands of $) Current year income tax expense 3,803 6,417 Adjustment for prior year 98 969 Current year income taxes 3,901 7,386 Deferred tax expense (recovery) (732) (117) Adjustment for prior year (677) (76) Foreign withholding and other taxes 1,576 1,101 4,068 8,294 During the nine months ended December 31, 2025, the blended statutory rate was 23% (nine months ended December 31, 2024 – 23%). Notes to the Condensed Consolidated Interim Financial Statements 10 Computer Modelling Group Ltd. 2026 11. Share Capital (a) Authorized: An unlimited number of common shares, an unlimited number of non-voting shares, and an unlimited number of preferred shares, issuable in series without par value. (b) Issued: Changes to shareholders' capital were as follows: (thousands of shares) Common shares Balance, April 1, 2024 81,392 Issued on redemption of performance share units 17 Issued on redemption of restricted share units 52 Issued on exercise of stock options 975 Balance, December 31, 2024 82,436 Balance, April 1, 2025 82,540 Issued for cash on exercise of stock options 187 Issued on redemption of restricted share units 28 Shares repurchased through NCIB (1,181) Balance, December 31, 2025 81,574 (c) Stock-Based Compensation: Stock-Based Compensation Expense The following table summarizes stock-based compensation expense: Three months ended December 31 Nine months ended December 31 (thousands of $) 2025 2024 2025 2024 Equity-settled plans 179 98 691 788 Cash-settled plans 9 (177) (12) 2,272 Total stock-based compensation expense 188 (79) 679 3,060 Liability Recognized for Stock-Based Compensation(1) The following table summarizes liabilities for the Company’s cash-settled plans: (thousands of $) December 31, 2025 March 31, 2025 SARs 89 185 RSUs 223 891 PSUs 716 148 DSUs 191 1,568 Total stock-based compensation liability 1,219 2,792 Current, recorded within trade payables and accrued liabilities 1,160 2,536 Long-term, recorded in other long-term liabilities 59 256 (1) The intrinsic value of the vested awards at December 31,2025 is 0.1 million (March 31, 2025 is $1.8 million). The Company has several stock-based compensation plans, including a stock option plan, a share appreciation rights plan, a performance share unit and restricted share unit plan, and a deferred share unit plan. Notes to the Condensed Consolidated Interim Financial Statements 11 Computer Modelling Group Ltd. 2026 The maximum number of common shares reserved for issuance under the Company’s security-based compensation plans is limited to 10% of the issued and outstanding common shares. Based on this calculation, at December 31, 2025, the Company may reserve up to 8,157,353 common shares for issuance under its security-based compensation plans. i. Stock Option Plan Stock options granted by the Company provide the holder with the right to purchase common shares at the market price on the grant date, subject to fulfilling vesting terms. The majority of the Company’s options vest over a three-year period, with fifty percent vesting on the first-year anniversary from the grant date and 25% vesting on each of the second- and third-year anniversary dates. The Company has also granted stock options that vest when certain
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share price thresholds are achieved. Stock options have a two to five-year life The following table outlines changes in stock options: Nine months ended December 31, 2025 Year ended March 31, 2025 Number of Options (thousands) Weighted Average Exercise Price ($/share) Number of Options (thousands) Weighted Average Exercise Price ($/share) Outstanding at beginning of year 3,553 5.84 4,393 5.17 Granted (1) 1,140 6.60 750 10.9 Exercised (187) 4.43 (1,079) 5.24 Forfeited/expired (75) 8.53 (511) 8.77 Outstanding at end of year 4,431 6.07 3,553 5.84 Options exercisable at end of year 1,218 5.82 1,106 4.98 (1) 900,000 stock options granted during the nine months ended December 31, 2025 which are exercisable when specified share price targets are achieved. The range of exercise prices of stock options outstanding and exercisable at December 31, 2025 is as follows: Outstanding Exercisable Exercise Price ($/option) Number of Options (thousands) Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price ($/option) Number of Options (thousands) Weighted Average Exercise Price ($/option) 3.98 to 4.62 273 1.3 4.31 98 3.98 4.63 to 4.87 1,792 1.4 4.74 492 4.74 4.88 to 5.04 486 1.7 5.00 336 5.00 5.05 to 6.61 468 2.2 6.13 — — 6.62 to 7.06 609 2.2 6.91 — — 7.07 to 10.26 503 3.4 9.14 292 9.20 10.27 to 10.40 300 1.9 10.40 — — 4,431 1.9 6.07 1,218 5.82 During the nine months ended December 31, 2025, CMG Group issued grants of 1,139,951 stock options, out of which 900,000 are performance based. The performance factors for the 900,000 performance-based stock options to become fully vested and exercisable are as follows: • 200,000 stock options vest and become exercisable when a share price of $10 has been achieved for three consecutive months. • 350,000 stock options vest and become exercisable when a share price of $15 has been achieved for three consecutive months. • 350,000 stock options vest and become exercisable when a share price of $20 has been achieved for three consecutive months. Notes to the Condensed Consolidated Interim Financial Statements 12 Computer Modelling Group Ltd. 2026 A Black Scholes pricing model was utilized in the valuing of these grants and the assumptions used to fair value this grant are included in the table below. The expected volatility considers the historical volatility in the price of CMG Group’s common shares over a period similar to the life of the options. The fair value of stock options granted during the year was estimated using the Black Scholes pricing model under the following assumptions: Nine months ended December 31, 2025 Year ended March 31, 2025 Fair value at grant date ($/option) 0.09 to 0.70 0.83 to 2.74 Share price at grant date ($/share) 5.08 to 10.11 10.11 to 10.40 Risk-free interest rate (%) 2.45 to 3.08 3.08 to 3.14 Estimated hold period prior to exercise (years) 1 to 3 3 to 4 Volatility in the price of common shares (%) 38 to 43 38 to 40 Dividend yield per common share (%) 0.63 to 2.89 1.92 to 2.06 ii. Share Appreciation Rights Plan The Company adopted a share appreciation rights plan (“SAR Plan”) in November 2015. A share appreciation right (“SAR”) entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the Company’s common shares on the date the SAR is exercised. SARs are granted to executive officers and employees residing and working outside of Canada. The following table outlines changes in SARs: Nine mo
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nths ended December 31, 2025 Year ended March 31, 2025 Number of SARs (thousands) Weighted Average Exercise Price ($/SAR) Number of SARs (thousands) Weighted Average Exercise Price ($/SAR) Outstanding at beginning of year 52 4.50 563 6.5 Exercised (24) 5.08 (232) 6 Forfeited/expired — — (279) 7.3 Outstanding at end of year 28 3.98 52 4.5 SARs exercisable at end of year 28 3.98 52 4.5 iii. Share Unit Plans Performance Share Units (PSUs) and Restricted Share Units (RSUs) The Performance Share Unit and Restricted Share Unit Plan (“PSU & RSU Plan”) is open to all employees and contractors of the Company. Upon vesting, PSUs and RSUs can be exchanged for common shares of the Company or surrendered for cash at the option of the holder. The International Employees PSU & RSU Plan includes substantially the same terms, conditions, and PSU performance criteria as the PSU & RSU Plan, with the main two exceptions being that (i) it is available only to employees and contractors residing and working outside of Canada and (ii) PSUs and RSUs under this plan can be redeemed for cash only. Deferred Share Units (DSUs) The DSU Plan was adopted in May 2017 and is limited to non-employee members of the Board of Directors. DSUs vest immediately but are redeemable for cash only after a director ceases Board of Director membership. Notes to the Condensed Consolidated Interim Financial Statements 13 Computer Modelling Group Ltd. 2026 The following table summarizes the activity related to the Company’s share unit plans: (thousands) Nine months ended December 31, 2025 Year ended March 31, 2025 RSUs PSUs DSUs RSUs PSUs DSUs Outstanding at beginning of year 153 96 196 394 117 187 Granted 1 105 78 4 64 30 Exercised (105) — (136) (200) (47) (25) Forfeited/expired (16) (34) — (45) (38) 4 Outstanding at end of year 33 167 138 153 96 196 (d) Normal-course issuer bid ("NCIB") On November 11, 2025, the Company announced plans to undertake a Normal Course Issuer Bid to repurchase up to 5% of its issued and outstanding common shares over a 12-month period. During the three and nine months ended December 31, 2025, the Company purchased for cancellation 1,181,400 common shares (2024 - nil) for a total of $6.3 million (2024 - nil) under the NClB program. (e) Earnings Per Share: The following table summarizes the earnings and weighted average number of common shares used in calculating basic and diluted earnings per share: Three months ended December 31 (thousands except per share amounts) 2025 2024 Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Basic 5,964 82,957 0.07 9,606 82,753 0.12 Dilutive effect of share-based awards 335 — 677 Diluted 5,964 83,292 0.07 9,606 83,430 0.12 Nine months ended December 31 (thousands except per share amounts) 2025 2024 Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Earnings ($) Weighted average shares outstanding Earnings per share ($/share) Basic 11,989 83,069 0.14 17,333 82,460 0.21 Dilutive effect of share-based awards 792 914 Diluted 11,989 83,861 0.14 17,333 83,374 0.21 During the three and nine months ended December 31, 2025, 11,104 and 7,065 awards (three and nine months ended December 31, 2024 – 1,105,417 and 1,155,408 awards) were excluded from the computation of the weighted average number of diluted shares outstanding because their effect was not dilutive. Notes to the Condensed Consolidated Interi
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m Financial Statements 14 Computer Modelling Group Ltd. 2026 12. Financial Instruments and Risk Management: The Company’s financial instruments include financial assets, including cash, restricted cash, short-term investment, trade and other receivables, which are classified as and measured at amortized cost, which approximates their fair values, as well as financial liabilities which include trade payables and accrued liabilities (excluding stock-based compensation payable), acquisition holdback payable, and other long-term liabilities (excluding stock-based compensation payable) which are classified as other financial liabilities and, using level 2 inputs, are measured at amortized cost, which approximates their fair values. The Government loan and revolving credit facility are measured at amortized cost using the effective interest rate method, using level 2 inputs. 13. Commitments: The Company’s commitments include operating cost commitments and short-term office leases: (thousands of $) December 31, 2025 Less than one year 1,674 Between one and five years 4,879 More than five years 6,749 13,302 14. Line of Credit: i. Revolving credit facility As at December 31, 2025, the Group has access to a committed revolving credit facility with a total limit of $100 million maturing November 7, 2029 at which point all amounts drawn and accrued interest thereon are due in full. Borrowings under the facility bear a variable interest rate with no fixed repayments over the term to maturity. Interest rates are calculated at standard Canadian, U.S., and European reference rates plus interest rate spreads based on a leverage table. As at the reporting date, $2 million (March 31, 2025: $nil) had been drawn under the facility with an effective interest rate of 4% based on Canadian Overnight Repo Rate Average ("CORRA"). The credit facility is subject to customary financial covenants, including leverage ratio and interest coverage ratio. The Company was in full compliance with all covenants as at the reporting date. As at December 31, 2025, the Company had $98 million (March 31, 2025: $Nil) of undrawn committed borrowing facility which are available to support the Group’s liquidity requirements. ii. Other credit facility The Company has arranged for a $2.5 million (December 31, 2024 - $2.0 million) line of credit with a lender, which can be drawn down by way of a demand operating credit facility or may be used to support letters of credit. As at December 31, 2025, $2.1 million (December 31, 2024 –$1.4 million) had been reserved on this line of credit for letters of credit supporting performance bonds. 15. Subsequent Event: On February 10, 2026, the Board of Directors declared a quarterly cash dividend of $0.01 per share on its common shares, payable on March 13, 2026 to all shareholders of record at the close of business on March 5, 2026. Notes to the Condensed Consolidated Interim Financial Statements 15 Computer Modelling Group Ltd. 2026
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