DISCLOSURE LETTER

From: Imogen Hale and Rafael Duarte (the "Sellers"), by their solicitors Pemberton Clarke LLP, 40 Quill Court, London ZZ6 1JA

To: Castellane Holdings Ltd (the "Buyer"), 14 Ashgrove Mews, London ZZ3 6LX

Date: 14 March 2025

Re: Share purchase agreement relating to Brightwater Analytics Ltd (the "Agreement")

Dear Sirs,

1. Introduction

1.1 This is the Disclosure Letter referred to in clause 6 of the Agreement. Words defined in the Agreement have the same meanings here.

1.2 The disclosures in this letter are made against the Warranties in Schedule 4 of the Agreement. The Buyer accepts that it shall not be entitled to bring a Claim in respect of any matter fairly disclosed in this letter.

2. General disclosures

2.1 The contents of the Data Room, an index of which is annexed to this letter at Annex A (the "Data Room Index"), and the answers given in the Q&A log annexed at Annex B, are generally disclosed.

2.2 The matters that would be revealed by searches at Companies House, the Intellectual Property Office and the Land Registry made on 12 March 2025 are disclosed.

2.3 The audited accounts for the financial years ended 31 December 2022, 2023 and 2024 and the management accounts to 31 December 2024 (Data Room documents 2.1 and 2.2) are disclosed.

3. Specific disclosures

The following specific disclosures are made against the Warranties identified. Each disclosure is made against all Warranties to which it is relevant.

Warranty 4.3 (ARR schedule)

3.1 The ARR schedule at Data Room document 2.3 shows ARR of £5,900,000 at 31 December 2024. ARR includes the Northgate Retail plc contract at £1,300,000.

Warranty 12.2 and 12.3 (Material Customers)

3.2 Northgate Retail plc accounts for approximately 22% of ARR. Its master services agreement of 2022, as renewed in 2024, expires on 30 June 2025. Renewal discussions with Northgate are ongoing; see Q&A log answers 7 and 23. The Buyer's attention is drawn to section 4.2 of the Hollis & Marr financial due diligence report, which identifies the renewal of the Northgate contract as a key risk.

3.3 Mirren Logistics Group reduced its user count from 220 to 180 in October 2024 under its existing contract, reducing its ARR by approximately £40,000.

Warranty 14.4 (dismissals)

3.4 One employee in the customer success team (Rosemary Okafor, Head of Customer Success) left the Company on 31 March 2025 by agreement following a restructuring of the customer success function announced in February 2025. A settlement discussion is ongoing with the employee; the Company's position is that the role was redundant.

Warranty 15.1 and 15.2 (litigation and claims)

3.5 In December 2024 Rosemary Okafor raised an informal grievance concerning the communication of customer churn to the board. The grievance was discussed with Ms Okafor by Imogen Hale and was resolved in January 2025 without any formal process. See Q&A log answer 12. No claim has been made or, so far as the Sellers are aware, threatened.

3.6 A former contractor, Delta Build Ltd, disputed an invoice of £4,200 in November 2024; the dispute was settled in December 2024.

Warranty 18.4 and 18.5 (open-source software)

3.7 Data Room document 5.3 is a preliminary inventory of open-source components prepared by the Company's engineering team. The Company has commissioned an external open-source licence audit from Lattice Compliance Ltd, which is in progress and is expected to complete after Completion. The Buyer is aware that the audit may identify components licensed under copyleft licences and that remediation may be required. See Q&A log answer 19.

3.8 The Company's report export module uses third-party PDF libraries; the licence terms of those libraries are included in Data Room document 5.4.

4. Miscellaneous

4.1 This letter is delivered on the basis that the Sellers' liability under the Warranties is limited in accordance with Schedule 5 of the Agreement.

Yours faithfully,

Pemberton Clarke LLP

for and on behalf of Imogen Hale and Rafael Duarte

Acknowledged by Fenwick Rowe LLP for and on behalf of Castellane Holdings Ltd, 14 March 2025.


ANNEX A — DATA ROOM INDEX (summary)

Folders 1 to 7: Corporate; Financial; Customers; Employment; IP and technology; Litigation and compliance; Property. The full index with document dates is Data Room document 0.1 and is reproduced in the spreadsheet "Project Larch data room index".

ANNEX B — Q&A LOG (extract)

Q7 (4 February 2025): Please confirm the renewal status of the Northgate Retail contract expiring 30 June 2025. — A (6 February 2025): Renewal discussions are ongoing and management expects renewal on similar terms.

Q12 (12 February 2025): Are there any threatened or pending employee claims? — A (14 February 2025): No formal claims. One informal grievance (customer success) was resolved internally in January 2025.

Q19 (25 February 2025): Please provide the full open-source licence audit. — A (27 February 2025): A preliminary inventory is at 5.3; a full audit has been commissioned and will be shared when available.

Q23 (5 March 2025): Has Northgate confirmed renewal? — A (6 March 2025): See answer to Q7; no further update.
