Clairvest Group Inc.TSX: CVG

Q3 2026 Financial Statements (FS Q3FY26 FINAL 1)

· Issued by Clairvest Group Inc.
CLAIRVEST GROUP INC. NOTICE TO READER ‌December 31, 2025 (unaudited) NOTICE TO READER PURSUANT TO NATIONAL INSTRUMENT 51-102 - CONTINUOUS DISCLOSURE OBLIGATIONS

Under National Instrument 51-102 - Continuous Disclosure Obligations, if an auditor has not performed a review of a reporting issuer's interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor.

The Company's independent auditor has not performed a review of these interim condensed consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

CLAIRVEST GROUP INC. ‌CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ‌(unaudited)

December 31

March 31

$000's

2025

2025

ASSETS

Cash and cash equivalents (notes 4 and 13)

$

199,105

$

176,978

Temporary investments (note 4)

88,006

118,750

Accounts receivable and other assets (note 11(g))

82,002

78,725

Loans receivable (note 11(f))

19,323

42,942

Income taxes recoverable

4,769

8,946

Derivative instruments asset (note 14)

1,090

-

Carried interest from Clairvest Equity Partners IV (note 8)

44,055

48,517

Corporate investments (note 6)

957,448

942,857

Fixed assets (note 9)

10,567

11,720

$

1,406,365

$

1,429,435

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Accounts payable and accrued liabilities

$

10,523

$

12,724

Income taxes payable

464

2,485

Derivative instruments liability (note 14)

-

18,113

Accrued compensation expense (notes 12 and 15(a))

12,900

18,194

Share-based compensation (note 12)

49,896

49,131

Management participation from Clairvest Equity Partners IV (note 8)

35,074

37,718

Deferred income tax liability

42,346

39,479

151,203

177,844

Contingencies, commitments and guarantees (notes 11 and 15)

Shareholders' Equity

Share capital (note 10)

73,448

76,020

Retained earnings

1,181,714

1,175,571

1,255,162

1,251,591

$

1,406,365

$

1,429,435

(see accompanying notes to interim condensed consolidated financial statements)

CLAIRVEST GROUP INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Quarter ended

Nine months ended

December 31

December 31

$000's (except per share information)

2025

2024

2025

2024

REVENUE

Net investment gain (notes 5 and 6)

$

119,492

$

22,304

$

60,968

$

3,810

Distributions and interest income (notes 6, 7, and 11)

5,390

20,933

18,364

117,118

Carried interest from Clairvest Equity Partners III and IV (note 8)

(3,360)

2,930

(4,462)

4,461

Dividend income

497

438

1,392

1,244

Management fees (note 7)

6,414

4,848

17,853

16,229

Advisory and other fees

1,544

1,031

4,524

3,087

129,977

52,484

98,639

145,949

EXPENSES

Employee compensation and benefits (notes 12, 15(a) and 15(f))

6,167

4,871

16,654

17,214

Share-based compensation expenses (note 12)

1,414

79

5,748

3,759

Administration and other expenses

2,698

1,883

7,343

6,155

Finance and foreign exchange expenses (recovery)

1,038

(2,929)

11,507

(2,321)

Management participation from Clairvest Equity Partners III and IV (note 8)

(1,922)

2,250

(2,644)

3,387

9,395

6,154

38,608

28,194

Income before income taxes

120,582

46,330

60,031

117,755

Income tax expense

15,468

7,880

10,331

16,434

Net income and comprehensive income for the period

105,114

38,450

49,700

101,321

Basic and fully diluted net income

and comprehensive income per share

$

7.65

$

2.70

$

3.74

$

7.01

(see accompanying notes to interim condensed consolidated financial statements)

CLAIRVEST GROUP INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)

$000's

Share capital

Retained earnings

Total

shareholders' equity

As at April 1, 2025

$

76,020

$

1,175,571

$

1,251,591

Changes in shareholders' equity

Net income and comprehensive income for the period

49,700

49,700

1,225,271

1,301,291

Dividends declared ($0.8830 per share)

(12,508)

(12,508)

Purchase and cancellation of shares (note 10)

(2,572)

(31,049)

(33,621)

As at December 31, 2025

$

73,448

$

1,181,714

$

1,255,162

As at April 1, 2024

$

78,762

$

1,097,535

$

1,176,297

Changes in shareholders' equity

Net income and comprehensive income for the period

101,321

101,321

1,198,856

1,277,618

Dividends declared ($0.8016 per share)

(11,737)

(11,737)

Purchase and cancellation of shares

(2,475)

(29,057)

(31,532)

As at December 31, 2024

$

76,287

$

1,158,062

$

1,234,349

(see accompanying notes to interim condensed consolidated financial statements)

‌CLAIRVEST GROUP INC. ‌CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Quarter ended

Nine months ended

December 31

December 31

$000's

2025

2024

2025

2024

OPERATING ACTIVITIES

Net income and comprehensive income for the period

$

105,114

$

38,450

$

49,700

$

101,321

Add (deduct) items not involving a current cash outlay:

Amortization of fixed assets

397

366

1,153

1,051

Share-based compensation

1,414

79

5,748

3,759

Deferred income tax expense

10,533

2,991

2,867

2,963

Net investment gain

(119,492)

(22,304)

(60,968)

(3,810)

Carried interest and management participation from Clairvest Equity

Partners III and IV

1,438

31

1,818

(363)

Non-cash items relating to foreign exchange forward contracts

(5,914)

20,569

(12,680)

19,376

Non-cash items relating to corporate investments

3,579

(16,971)

15,326

(16,080)

(2,931)

23,211

2,964

108,217

Adjustments for:

Net proceeds on sale of temporary investments

42,657

21,689

49,949

68,163

Net loans repaid by (advanced to) acquisition entities or the CEP Funds (note 11(f))

14,435

(37,650)

23,619

(28,617)

Cost of settlement of realized foreign exchange forward contracts

(2,844)

(2,913)

(6,523)

(3,822)

Investments made in investee companies or acquisition entities

(9,049)

(5,608)

(32,627)

(61,363)

Distribution or return of capital from investee companies or acquisition entities

37,752

8,139

44,473

14,810

Settlement of share-based compensation liability

(102)

67

(4,983)

(10,646)

82,849

(16,276)

73,908

(21,475)

Net change in non-cash working capital balances related to operations (note 13)

5,025

(1,393)

(8,616)

(8,603)

Cash provided by operating activities

84,943

5,542

68,256

78,139

INVESTING ACTIVITIES

Purchase of fixed assets

-

(105)

-

(706)

Cash used in investing activities

-

(105)

-

(706)

FINANCING ACTIVITIES

Cash dividends paid

-

-

(12,508)

(11,737)

Purchase and cancellation of shares

(4,296)

(979)

(33,621)

(31,532)

Cash used in financing activities

(4,296)

(979)

(46,129)

(43,269)

Net increase in cash during the period

80,647

4,458

22,127

34,164

Cash and cash equivalents, beginning of period

118,458

174,844

176,978

145,138

Cash and cash equivalents, end of period (note 13)

$ 199,105

$ 179,302

$ 199,105

$ 179,302

Supplemental cash flow information

Interest received

$ 1,636

$ 3,945

$ 8,097

$ 13,982

Distributions received

$ 45,818

$ 9,244

$ 53,913

$ 94,340

Income taxes paid (recovered)

$ (759)

$ (3,910)

$ 3,698

$ (3,556)

Interest paid

$ 344

$ 419

$ 527

$ 792

CLAIRVEST GROUP INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 (Tabular Dollar Amounts in Thousands) (unaudited)

  1. NATURE OF OPERATIONS

    Clairvest Group Inc. ("Clairvest" or the "Company") is a private equity management firm that specializes in partnering with management teams and other stakeholders of both emerging and established companies. The company's shares are traded on the Toronto Stock Exchange ("TSX") under symbol the CVG. The Company, which operates in only one business segment, actively seeks to form mutually beneficial investments with entrepreneurial businesses.

    As at December 31, 2025, Clairvest invests its own capital, and that of third parties, through the following Clairvest Equity Partnerships (the "CEP Funds"):

    Clairvest Equity Partners III Limited Partnership ("CEP III") Clairvest Equity Partners IV Limited Partnership ("CEP IV") Clairvest Equity Partners IV-A Limited Partnership ("CEP IV-A") Clairvest Equity Partners V Limited Partnership ("CEP V")

    CEP V HI India Investment Limited Partnership ("CEP V India") Clairvest Equity Partners V-A Limited Partnership ("CEP V-A") Clairvest Equity Partners VI Limited Partnership ("CEP VI") Clairvest Equity Partners VI-A Limited Partnership ("CEP VI-A") Clairvest Equity Partners VI-B Limited Partnership ("CEP VI-B") Clairvest Equity Partners VII Limited Partnership ("CEP VII") Clairvest Equity Partners VII-A Limited Partnership ("CEP VII-A") Clairvest Equity Partners VII-B Limited Partnership ("CEP VII-B")

    CEP III, CEP IV and CEP IV-A are collectively herein referred to as Clairvest Equity Partners III and IV.

    CEP V, CEP V India, CEP V-A, CEP VI, CEP VI-A, CEP VI-B, CEP VII, CEP VII-A and CEP VII-B are collectively

    herein referred to as Clairvest Equity Partners V, VI and VII.

    Clairvest contributes financing and strategic expertise to support the growth and development of its investee companies in order to create realizable value for shareholders.

    Clairvest is incorporated under the laws of the Province of Ontario. The Company's head office is located at 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada, M4T 2S3.

  2. MATERIAL ACCOUNTING POLICIES Basis of presentation and adoption of new accounting standard

    The unaudited interim condensed consolidated financial statements ("financial statements") of Clairvest are prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34").

    The accounting policies applied in these unaudited interim condensed consolidated financial statements are based on IFRS as issued by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee, all issued and effective as at February 11, 2026, the date the Board of Directors authorized the issuance of these unaudited interim condensed consolidated financial statements.

    The disclosures contained in these unaudited interim condensed consolidated financial statements include, in general, only significant changes and transactions occurring since the Company's last year-end and are not fully inclusive of all disclosure requirements of International Financial Reporting Standards for annual financial statements. As a result, the unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements prepared in accordance with IFRS as at and for the year ended March 31, 2025.

    The comparative figures indicated in the notes to the unaudited interim condensed consolidated financial statements are as of December 31, 2024 unless otherwise indicated.

    The unaudited interim condensed consolidated financial statements have been presented on a historical cost basis, except for certain financial instruments that have been measured at fair value. The unaudited interim condensed consolidated financial statements have been prepared on a going concern basis and are presented in Canadian dollars, which is the functional currency of the Company, and all values are rounded to the nearest thousand dollars ($000's), except where otherwise indicated.

    Basis of consolidation

    These consolidated financial statements have been prepared in accordance with IFRS 10, Consolidated Financial Statements ("IFRS 10"), as issued by the IASB and include the accounts of the Company and its consolidated subsidiaries. As discussed under critical accounting estimates, assumptions and judgments, the Company has determined it meets the definition of an investment entity.

    1. Consolidated subsidiaries

      In accordance with IFRS 10, subsidiaries are those entities that provide investment-related services and that the Company controls by having the power to govern the financial and operating policies of these entities. Such entities would include those which earn priority distributions or management fees from the CEP Funds and carried interest from Clairvest Equity Partners III and IV. All intercompany amounts and transactions amongst these consolidated entities have been eliminated upon consolidation. The existence and effect of potential voting rights that are currently exercisable and shareholder agreements are considered when assessing whether the Company controls an entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are subsequently deconsolidated from the consolidated financial statements on the date that control ceases.

      The following entities, which are significant in nature, do not meet the definition of an investment entity and provide

      investment-related services on behalf of the Company.

      Clairvest GP Manageco Inc. Clairvest GP (GPLP) Inc.

      CEP MIP GP Corporation

      Clairvest General Partner III Limited Partnership Clairvest General Partner IV Limited Partnership

    2. Interests in unconsolidated subsidiaries ("acquisition entities")

      In accordance with IFRS 10, interests in subsidiaries other than those that provide investment-related services are accounted for at fair value through profit or loss ("FVTPL") rather than consolidating them. As discussed under critical accounting estimates, assumptions and judgments, management exercised judgment when determining whether subsidiaries are investment entities.

      The following entities, which are significant in nature, are controlled by Clairvest either directly or indirectly and are used as acquisition entities of the Company. These entities' principal place of business is in Canada.

      2141788 Ontario Corporation ("2141788 Ontario")

      CVG Invest Holdings Limited Partnership ("CVG Invest")

      CEP III Co-Investment Limited Partnership ("CEP III Co-Invest")

      MIP III Limited Partnership ("MIP III")

      CEP IV Co-Investment Limited Partnership ("CEP IV Co-Invest")

      MIP IV Limited Partnership ("MIP IV")

      CEP V Co-Investment Limited Partnership ("CEP V Co-Invest") Clairvest General Partner V Limited Partnership ("Clairvest GP V") MIP V Limited Partnership ("MIP V")

      CEP VI Co-Investment Limited Partnership ("CEP VI Co-Invest") MIP VI Limited Partnership ("MIP VI")

      Clairvest SLP VI Limited Partnership ("Clairvest SLP VI")

      Clairvest CEP Holdings Limited Partnership ("Clairvest CEP Holdings") CEP VII Co-Investment Limited Partnership ("CEP VII Co-Invest") MIP VII Limited Partnership ("MIP VII")

      Clairvest Special VII Limited Partnership ("Clairvest SLP VII")

      The Company may also use intermediate subsidiaries whose sole purpose is to hold investments for the Company and therefore are not included in the listing above.

    3. Interests in the CEP Funds

      Clairvest manages and invests alongside the CEP Funds, which meet the definition of structured entities under IFRS. Clairvest provides loans to and earns priority distributions or management fees and carried interest from the CEP Funds, which are further described in notes 7 and 8. The Company concluded that its ownership interest in the CEP Funds do not meet the definition of control under IFRS. Accordingly, the financial positions and operating results of the CEP Funds and other funds it manages for certain co-investors are not included in Clairvest's consolidated financial statements.

      Material accounting policies, new standards, interpretations and amendments

      The following condensed discussion of material accounting policies, new standards, interpretations and amendments should be read in conjunction with the disclosures presented in the audited consolidated financial statements for the year ended March 31, 2025. Unless otherwise indicated, the Company has consistently applied the following accounting policies throughout all periods presented in these unaudited interim condensed consolidated financial statements, as if these policies had always been in effect.

      1. Classification and recognition of financial instruments

        In accordance with IFRS 9, Financial Instruments ("IFRS 9") financial instruments classified as FVTPL would include cash, cash equivalents and temporary investments ("treasury funds"), loans receivable, derivative instruments and corporate investments. These financial instruments are classified at initial recognition at FVTPL on the basis that they are part of a group of financial assets that are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company. The Company does not apply hedge accounting to its derivative instruments. Accounts receivable and other assets would include balances relating to its acquisition entities, indirect investee companies ("investee companies") and the CEP Funds as well as other short-term receivables. These receivable balances are recognized at amortized cost in accordance with IFRS 9. Accounts payable and accrued liabilities are considered to be payable in respect of goods or services received up to the consolidated statement of financial position date and are recognised at amortised cost in accordance with IFRS 9.

      2. Temporary investments and corporate investments

        The Company carries its temporary investments and its corporate investments at fair value. When a financial instrument is initially recognized, its fair value is generally the value of consideration paid or received. Acquisition costs relating to corporate investments are not included as part of the cost of the investment. Subsequent to initial recognition, the fair value of an investment quoted on an active market is generally the bid price on the principal exchange on which the investment is traded. Investments that are escrowed or otherwise restricted as to sale or transfer are recorded at a value which considers the escrow terms or other restrictions. In determining the fair value for such investments, the Company considers the nature and length of the restriction, business risk of the investee company, its stage of development, market potential, relative trading volume and price volatility and any other factors that may be relevant to the ongoing and realizable value of the investments. The amounts at which Clairvest's publicly traded investments could be disposed of may differ from this fair value and the differences could be material. Differences could arise as the value at which significant ownership positions are sold is often different than the quoted market price due to a variety of factors such as premiums paid for large blocks or discounts due to illiquidity. Estimated costs of disposition are not included in the fair value determination.

        In the absence of an active market, the fair values are determined by management using the appropriate valuation methodologies after considering the history and nature of the business, operating results and financial conditions, the general economic, industry and market conditions, capital market and transaction market conditions, contractual rights relating to the investment, public market comparables, private company transactions multiples and, where applicable, other pertinent considerations. The process of valuing investments for which no active market exists is inevitably based on

        inherent uncertainties and the resulting values may differ from values that would have been used had an active market existed. The amounts at which Clairvest's privately held investments could be disposed of may differ from the fair value assigned and the differences could be material. Estimated costs of disposition are not included in the fair value determination.

      3. Income recognition

        Realized gains or losses on disposition of corporate investments and change in unrealized gains or losses in the value of corporate investments are calculated based on weighted average cost and are included in net investment gain or loss in the consolidated statements of comprehensive income. Management fees and advisory and other fees are recorded as income on an accrual basis when earned. Distributions and interest income are recognized on an accrual basis and dividend income is recognized on the ex-dividend date. Carried interest includes amounts receivable from Clairvest Equity Partners III and IV. Each Clairvest Equity Partners III and IV Fund is separately reviewed as at the consolidated statement of financial position date and an accrual for carried interest is made when the performance conditions are achieved in accordance with IFRS 15, Revenue from Contracts with Customers ("IFRS 15") based on the assumption that the remaining underlying investments are realized at their estimated fair values. The fair value of the underlying investments is determined consistently with the Company's valuation methodology and is measured at the consolidated statement of financial position date. Carried interest is accrued only in the event it is highly probable that there will not be a significant reversal in future financial periods.

      4. Stock-based compensation plans

        The Company's stock option plans allow for cash settlement of stock options. As the economics to choose cash or shares as settlement is the same for all holders, compensation expense is recognized over the applicable vesting period and a corresponding liability is recorded based on the fair value of the outstanding stock options at the consolidated statements of financial position dates. Fair value is measured by use of an appropriate option-pricing model. On the exercise of stock options for shares, the liability recorded with respect to the options and consideration paid by the participant is credited to share capital. On the exercise of stock options for cash, the liability recorded is reduced and any difference between the liability accrued and the amount paid is charged to share-based compensation expense.

      5. Entitlements of partners of a limited partnership

        The Company consolidates subsidiaries which include various limited partnerships as described in note 2(I) and the entitlements of partners of these limited partnerships that are external to the consolidated group of the Company are recorded as a liability and an expense of the Company. Accordingly, that portion of the carried interest from Clairvest Equity Partners III and IV which are ultimately paid to the limited partners of the corresponding MIP partnerships which are external to the consolidated group are recorded as a management participation liability and a management participation expense on the unaudited interim condensed consolidated financial statements. The amounts ultimately paid to the limited partners of the corresponding MIP Partnerships resulting from carried interest from Clairvest Equity Partners V, VI and VII are accounted for at FVTPL.

      6. Leases

        Lease liabilities are measured at the present value of the remaining lease payments, discounted using the Company's incremental borrowing rate. Each lease payment is allocated between the repayment of the lease liability and finance expenses. Finance expenses are charged to the unaudited interim consolidated statement of comprehensive income over the lease period to produce a constant periodic rate of interest on the remaining balance of the lease liability for each period. The associated right-of-use assets were measured at an amount equal to the lease liabilities, adjusted for previously recognized lease accruals, in accordance with the transitional provisions of IFRS 16, Leases, and entirely comprised real estate premises. The right-of-use assets are included within fixed assets in the unaudited interim consolidated statement of financial position and amortized on a straight-line basis over the shorter of the asset's useful life and the lease term.

      7. Critical accounting estimates, assumptions and judgments

    The preparation of the unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the reported amounts. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the

    future. The resulting accounting estimates could materially differ from the related actual results. The following estimates, assumptions and judgments have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal quarter:

    Determination of investment entity

    Judgement is required when making the determination that the Company or its various subsidiaries meet the definition of an investment entity under IFRS. In accordance with IFRS 10, an investment entity is an entity that: "obtains funds from one or more investors for the purpose of providing them with investment management services, commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both, and measures and evaluates the performance of substantially all of its investments on a fair value basis." In addition, IFRS 10 clarifies that an investment entity may earn fee income from the provision of investment-related services to external parties. The Company has historically invested alongside third-party capital in the CEP Funds that it manages. In determining its status as an investment entity, the Company has determined that fair value is the primary measurement attribute used to monitor and evaluate its investments.

    Fair value of financial instruments

    Certain financial instruments are recorded in the Company's consolidated statements of financial position at values that are representative of or approximate fair value. The fair value of a financial instrument that is traded in active markets at each reporting date is determined by reference to its quoted market price or dealer price quotations. The fair values of certain other financial instruments are determined using valuation techniques. By their nature, these valuation techniques require the use of estimates and assumptions. Changes in the underlying estimates and assumptions could materially impact the determination of the fair value of a financial instrument. Imprecision in determining fair value using valuation techniques may affect net investment gain or loss reported in a particular period.

    The Company assesses, at each reporting date, whether there is any objective evidence to revise the fair values of its financial instruments. The assessment of the fair value of a financial instrument requires significant judgment, where management evaluates, among other factors, the financial health and business outlook of their investees. Fair value information is presented in note 16.

    Recognition of carried interest and corresponding expenses

    The determination of the Company's unrealized carried interest recorded on the consolidated statements of financial position is based on the fair values of the financial instruments held by Clairvest Equity Partners III and IV. In accordance with IFRS 15, the calculated carried interest can only be recognized to the extent to which it is highly probable that there will not be a significant reversal when the relevant uncertainty is resolved. This judgement is made on a fund-by-fund basis, based on its specific circumstances, including consideration of: remaining duration of the fund, position in relation to the cash hurdle, the number of assets remaining in the fund and the potential for clawback. The actual amounts of carried interest received and paid will depend on the cash realizations of Clairvest Equity Partners III and IVs' portfolio investments and valuations may change significantly in future financial periods. As discussed previously, fair values of certain financial instruments are determined using valuation techniques and by their nature, the use of estimates and assumptions. Changes in the underlying estimates and assumptions could materially impact the determination of the fair value of these financial instruments. Imprecision in determining fair value using valuation techniques may affect the calculation of carried interest and the resulting accrued liabilities for future payouts relating to the carried interest as at the consolidated statement of financial position dates.

    Income taxes

    The determination of the Company's income and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. Judgment is required in determining whether deferred income tax assets should be recognized on the consolidated statements of financial position. Deferred income tax assets are recognized to the extent that the Company believes it is probable that the deferred income tax asset will be realized. Furthermore, deferred income tax balances are recorded using enacted or substantively enacted future income tax rates. Changes in enacted income tax rates are not within the control of management. However, any such changes in income tax rates may result in actual income tax amounts that differ significantly from estimates recorded in deferred income tax balances.

  3. CREDIT FACILITIES

    As at December 31, 2025 and March 31, 2025, Clairvest maintained a $100.0 million revolving credit facility which is participated in by several Schedule 1 Canadian chartered banks. The credit facility, which had an expiry of December 2029 and is eligible for a one-year extension on each anniversary date, bears interest at the bank prime rate plus 1.25% per annum on drawn amounts and a standby rate of 0.70% per annum on undrawn amounts. During the third quarter of fiscal 2026, the credit facility was extended to December 2030 under the same terms and conditions. A renewal fee of $75 thousand was paid during the quarter. The prime rate as at December 31, 2025 was 4.45% (March 2025 - 4.95%) per annum. The amount available under the credit facility as at December 31, 2025 and March 31, 2025 was $100.0 million. No amounts had been drawn on the facility during the quarter and as at December 31, 2025.

  4. CASH, CASH EQUIVALENTS AND TEMPORARY INVESTMENTS ("TREASURY FUNDS")

    Cash equivalents consist of deposits in investment savings accounts which have maturities of less than 90 days from the date of acquisition and are carried at fair value. As at December 31, 2025, the pre-tax weighted average yield of Clairvest's cash and cash equivalents was 2.9% (March 2025 - 3.8%) per annum. Fair value changes of cash and cash equivalents are included in net investment gain as described in note 5.

    As at December 31, 2025, temporary investments, which are carried at fair value, comprised guaranteed investment certificates, marketable securities, limited recourse capital notes, term loans and other fixed income securities as permitted by the Company's treasury policy. Guaranteed investment certificates have maturities greater than 90 days from the date of acquisition and through to December 2027. The pre-tax weighted average yield of Clairvest's temporary investments was 4.1% (March 2025 - 7.1%) per annum. The composition of Clairvest's temporary investments, based on their fair values, were as follows:

    December 31, 2025

    March 31, 2025

    $000's

    Due in 1 year or less

    Due after 1 year

    Total

    Total

    Marketable securities

    -

    63,478

    63,478

    46,130

    Term loans

    -

    6,853

    6,853

    35,832

    Guaranteed investment certificates

    6,554

    8,118

    14,672

    22,220

    Limited recourse capital notes

    -

    3,003

    3,003

    11,011

    Other fixed income securities

    -

    -

    -

    3,557

    Total

    6,554

    81,452

    88,006

    118,750

    During the third quarter of fiscal 2026, Clairvest received a full repayment on a term loan. The total proceeds received were US$21.8 million (C$30.5 million), resulting in a net investment gain on temporary investments of $2.1 million. Net investment gain (loss) on temporary investments for the quarters and nine months ended December 31, 2025 and 2024 comprised the following:

    Quarter ended December 31

    Nine months ended December 31

    $000's

    2025

    2024

    2025

    2024

    Marketable securities

    4,999

    3,026

    17,093

    9,926

    Term loans

    2,112

    -

    2,112

    (676)

    7,111

    3,026

    19,205

    9,250

    Additionally, Clairvest's acquisition entities held $74.4 million (March 2025 - $85.9 million) in cash and cash equivalents and $65.0 million (March 2025 - $76.4 million) in temporary investments as described in note 6. During the third quarter of fiscal 2026, Clairvest's acquisition entities realized $8.4 million in the sale of certain marketable securities.

  5. NET INVESTMENT GAIN

    Net investment gain for the quarters and nine months ended December 31, 2025 and 2024 comprised the following:

    Quarter ended December 31

    Nine months ended December 31

    $000's

    2025

    2024

    2025

    2024

    Net investment gain on investee companies

    96,951

    25,898

    4,335

    71,103

    Net investment gain (loss) on the fair value revaluation of acquisition entities

    1,465

    (9,687)

    23,506

    (83,361)

    Net investment gain (loss) on corporate investments

    98,416

    16,211

    27,841

    (12,258)

    Net investment gain on temporary investments

    7,111

    3,026

    19,205

    9,250

    Net investment gain (loss) on corporate and temporary investments

    105,527

    19,237

    47,046

    (3,008)

    Carried interest from Clairvest Equity Partners V, VI and VII

    50,533

    10,402

    36,483

    26,786

    Management participation from Clairvest Equity Partners V, VI and VII

    (36,568)

    (7,335)

    (22,561)

    (19,968)

    119,492

    22,304

    60,968

    3,810

  6. CORPORATE INVESTMENTS

    In accordance with IFRS 10, the fair value of the Company's corporate investments includes the fair value of the net assets of its acquisition entities that are controlled by the Company. Accordingly, Clairvest's direct corporate investments comprise these acquisition entities, which invest directly or indirectly in various investee companies and other investee companies where Clairvest made an investment directly.

    December 31 2025

    March 31, 2025

    Investee companies

    Acquisition entity net assets

    (liabilities)

    Total

    Investee companies

    Acquisition entity net assets

    (liabilities)

    Total

    3

    -

    3

    306

    -

    306

    27,406

    125,011

    152,417

    35,915

    126,784

    162,699

    -

    20,016

    20,016

    -

    24,139

    24,139

    -

    697

    697

    -

    636

    636

    -

    (41)

    (41)

    -

    (36)

    (36)

    151,049

    (2,589)

    148,460

    154,637

    (4,395)

    150,242

    2,070

    (49)

    2,021

    2,119

    (43)

    2,076

    98,936

    (6,278)

    92,658

    191,203

    (20,533)

    170,670

    8,837

    29,975

    38,812

    17,078

    43,343

    60,421

    2,121

    (31)

    2,090

    4,098

    (24)

    4,074

    374,052

    (24,282)

    349,770

    305,048

    (15,602)

    289,446

    48,665

    52,878

    101,543

    37,766

    24,297

    62,063

    6,266

    (5)

    6,261

    4,832

    (10)

    4,822

    35,634

    (4,523)

    31,111

    4,210

    (2,346)

    1,864

    3,563

    (4)

    3,559

    1,398

    (9)

    1,389

    7,981

    90

    8,071

    2,796

    5,250

    8,046

    766,583

    190,865

    957,448

    761,406

    181,451

    942,857

    The following table details the fair value of Clairvest's direct investments and acquisition entities which are controlled by Clairvest but which are not part of the consolidated group:

    $000's

    Held directly by Clairvest Group Inc.

    Held through the following acquisition entities 2141788 Ontario '(1)

    CVG Invest '(2)CEP III Co-Invest MIP III

    CEP IV Co-Invest MIP IV

    CEP V Co-Invest Clairvest GP V MIP V

    CEP VI Co-Invest Clairvest SLP VI MIP VI

    CEP VII Co-Invest Clairvest SLP VII MIP VII

    Total

    1. 2141788 Ontario is a wholly owned acquisition entity of Clairvest and is a limited partner of CEP III Co-Invest, CEP V Co-Invest, and CEP VII Co-Invest.

    2. CVG Invest is a wholly owned acquisition entity of Clairvest which holds certain marketable securities.

    Clairvest's relationship with CEP III Co-Invest and MIP III, CEP IV Co-Invest and MIP IV, CEP V Co-Invest, Clairvest GP V and MIP V, and CEP VI Co-Invest, Clairvest SLP VI and MIP VI, and CEP VII Co-Invest, Clairvest SLP VI and MIP VII are described in notes 11(a), 11(b), 11(c), 11(d) and 11(e).

    During the third quarter of fiscal 2026, Clairvest received a return of capital of $8.5 million from CVG Invest following the sale of certain marketable securities held by CVG Invest as described in note 4.

    Also during the third quarter of fiscal 2026, CEP VI Co-Invest received cash proceeds of $44.1 million from its realization of F12.net ("F12"). Accordingly, CEP VI Co-Invest repaid loans from Clairvest and payables to Clairvest totalling $14.6 million and declared capital distributions totalling $29.6 million, $26.9 million of which was received by Clairvest and the remaining $2.7 million was received by Clairvest SLP VI and MIP VI. Following the distributions received from CEP VI Co-Invest, SLP VI declared a capital distribution of $2.4 million and MIP VI declared an income distribution of $0.3 million to Clairvest during the third quarter of fiscal 2026.

    Also during the third quarter of fiscal 2026, Clairvest, CEP VII and other co-investors entered into an agreement to acquire Northfield Park ("Northfield Park") from MGM Resorts International ("MGM") as described below. Accordingly, CEP VII Co-Invest called capital of US$8.6 million (C$11.9 million), US$6.5 million (C$9.1 million) of which was funded by Clairvest and the remaining US$2.1 million (C$2.8 million) was funded by 2141788 Ontario.

    The following table details the assets and liabilities included in the determination of the fair value of the net assets of acquisition entities excluding the investee companies held by these acquisition entities.

    December 31

    March 31

    $000's

    2025

    2025

    Assets

    Cash and cash equivalents

    74,436

    85,850

    Temporary investments

    64,981

    76,385

    Accounts receivable and other assets

    1,721

    572

    Derivative instruments

    1,917

    -

    Income taxes recoverable

    1,588

    181

    Carried interest from Clairvest Equity Partners V, VI and VII

    178,380

    141,897

    Loans receivable

    8,877

    2,994

    331,900

    307,879

    Liabilities

    Accounts payable and accrued liabilities

    3,947

    5,972

    Derivative instruments

    -

    1,876

    Income taxes payable

    106

    1,317

    Management participation from Clairvest Equity Partners V, VI and VII

    128,018

    105,457

    Loans payable

    8,869

    8,976

    Deferred income tax liability

    95

    2,830

    141,035

    126,428

    Net assets

    190,865

    181,451

    Excluding the net assets from acquisition entities summarized in the table above, the fair value and the cost of the Company's corporate investments, aggregated by industry concentration, are summarized below.

    December 31, 2025

    March 31, 2025

    $000's

    Fair value

    Cost

    Difference

    Fair value

    Cost

    Difference

    Aerospace, defense and government services

    168,953

    107,901

    61,052

    161,443

    104,611

    56,832

    Co-packing

    23,661

    17,106

    6,555

    18,127

    17,106

    1,021

    Engineering consulting

    7,483

    7,814

    (331)

    -

    -

    -

    Environmental services

    58,171

    55,109

    3,062

    26,735

    29,992

    (3,257)

    Gaming

    274,660

    136,358

    138,302

    369,805

    121,712

    248,093

    Insurance services

    107,037

    36,336

    70,701

    41,126

    26,730

    14,396

    Life science services

    3,185

    9,900

    (6,715)

    3,251

    9,900

    (6,649)

    Medical practice management

    66,469

    36,917

    29,552

    67,397

    36,872

    30,525

    Renewable energy

    51,923

    52,213

    (290)

    51,517

    52,213

    (696)

    Technology services

    -

    3,511

    (3,511)

    16,414

    13,130

    3,284

    Other investments

    5,041

    2,199

    2,842

    5,591

    2,199

    3,392

    766,583

    465,364

    301,219

    761,406

    414,465

    346,941

    During the third quarter of fiscal 2026, the aggregate fair value of Clairvest's investee companies increased by $63.2 million, comprised primarily $76.0 million in net unrealized gain in investee companies, $17.8 million in new and follow-on investments, $0.3 million in accrued interest on debt investments net of payments, net of, realization of investment in F12 which had a carrying value of $23.2 million and foreign exchange revaluation losses totalling $7.7 million before consideration of the foreign exchange hedging program. The cost and fair value of investee companies do not reflect foreign exchange gains or losses on these foreign exchange forward contracts (refer to note 14). For those investments which were hedged by acquisition entities, the fair value of these foreign exchange forward contracts was included in the net assets (liabilities) of these acquisition entities. Details of significant events of the investee companies, other than with respect to valuation changes and foreign exchange adjustments, are described below.

    During the third quarter of fiscal 2026, CEP VI Co-Invest realized on its investment in F12 and received cash proceeds of

    $44.1 million, compared to a cost of $9.7 million and a carrying value of $23.2 million as at September 30, 2025.

    Also during the third quarter of fiscal 2026, CEP VI Co-Invest agreed to a sale of its interest in Acera Insurance Services Ltd. ("Acera Insurance"). The transaction closed subsequent to quarter end. CEP VI Co-Invest's portion of the proceeds received was $87.9 million in cash and $22.1 million of a promissory note, payable over a 2-year period. As at December 31, 2025, the investment in Acera Insurance was carried at the cash proceeds received subsequent to quarter end in addition to the net present value of the promissory note.

    Also during the third quarter of fiscal 2026, CEP VI Co-Invest made a follow-on investment of US$2.4 million (C$3.3 million) for 1,372,963 Class A LLC Units of NexTech Solutions.

    Also during the third quarter of fiscal 2026 and as described above, CEP VII Co-Invest entered into an agreement to acquire Northfield Park from MGM, a racino near Cleveland, Ohio from MGM. Northfield Park is a regional racino principally serving Cleveland, Akron, and surrounding areas. The completion of the transaction is subject to gaming and other regulatory approvals. CEP VII Co-Invest has funded US$10.4 million (C$14.6 million) to date on this acquisition.

    The following table summarizes, by industry concentration, the net investment gain or loss on investee companies for the quarters and nine months ended December 31, 2025 and 2024. The net investment gain or loss is inclusive of the impact on the foreign exchange hedging activities related to these investments.

    Quarter ended December 31

    2025

    2024

    $000's

    Net realized gains

    Net unrealized gains (losses)

    Foreign exchange gains (losses)(1)

    Total

    Total

    Aerospace, defense and government services

    -

    5,829

    (72)

    5,757

    5,842

    Co-packing

    -

    1,483

    -

    1,483

    -

    Engineering consulting

    -

    -

    (25)

    (25)

    -

    Environmental services

    -

    3,231

    (159)

    3,072

    1,315

    Equipment rental

    1,514

    -

    -

    1,514

    -

    Gaming

    Insurance services Life science services

    Medical practice management Renewable energy Technology services

    Other investments

    -

    -

    -

    -

    - 20,870

    -

    8,755

    53,832

    - 1,817

    1,039

    -

    -

    (513)

    - (16)

    (311)

    (244)

    - (79)

    8,242

    53,832

    (16)

    1,506

    795

    20,870

    (79)

    11,379

    3,006

    (78)

    3,570

    (636)

    1,407

    93

    Net investment gain (loss) on investee companies

    22,384 75,986 (1,419) 96,951

    25,898

    1. Inclusive of foreign exchange hedging activities

    2025

    2024

    Net realized gains (losses)

    Net unrealized gains (losses)

    Foreign exchange gains (losses)(1)

    Total

    Total

    -

    5,018

    (364)

    4,654

    6,231

    -

    5,534

    -

    5,534

    -

    -

    -

    (101)

    (101)

    -

    1,514

    -

    -

    1,514

    3,694

    354

    7,410

    (421)

    7,343

    28,158

    -

    (97,632)

    (3,767)

    (101,399)

    39,358

    -

    56,305

    -

    56,305

    3,970

    -

    -

    (44)

    (44)

    (7,095)

    -

    2,114

    (963)

    1,151

    9,593

    -

    2,827

    (645)

    2,182

    (6,317)

    20,870

    6,754

    -

    27,624

    (6,340)

    -

    (303)

    (125)

    (428)

    (149)

    22,738

    (11,973)

    (6,430)

    4,335

    71,103

    Nine months ended December 31 $000's

    Aerospace, defense and government services Co-packing

    Engineering consulting Equipment rental Environmental services Gaming

    Insurance services Life science services

    Medical practice management Renewable energy Technology services

    Other investments

    Net investment gain (loss) on investee companies
    1. Inclusive of foreign exchange hedging activities

    The Company and its acquisition entities enter foreign exchange forward contracts as economic hedges against the fair value of its foreign currency-denominated investments and loans in accordance with its foreign exchange hedging policy. During the third quarter of fiscal 2026, the net impact of foreign exchange on the investee companies after consideration of foreign exchange hedging activities included a foreign exchange loss of $1.4 million (2025 - $0.3 million) on U.S. dollar denominated investments.

  7. GENERAL PARTNER PRIORITY DISTRIBUTIONS AND MANAGEMENT FEES

    Clairvest derives revenue from its investment management services provided to the CEP Funds in the form of general partner priority distributions or management fees. The priority distributions and management fees are charged as a percentage of committed capital on the most recent CEP Fund and of invested capital less write-downs on the other CEP Funds. The priority distributions and management fees received by Clairvest are reduced proportionately by fees earned by Clairvest from corporate investments of the CEP Funds and other amounts as provided in the respective Limited Partnership Agreements.

    For the quarters and nine months ended December 31, 2025 and 2024, Clairvest recorded general partner priority distributions and management fees from the CEP Funds as follows:

    Priority Distributions

    Quarter ended December 31

    Nine months ended December

    31

    $000's

    2025 2024

    2025

    2024

    CEP III

    - 17

    -

    68

    CEP IV

    340 339

    945

    1,054

    CEP V and CEP V India

    208 376

    1,046

    1,491

    CEP VI - note 15(e)

    744 -

    1,599

    755

    CEP VII

    1,842 1,879

    5,519

    5,607

    3,134 2,611

    9,109

    8,975

    Management Fees Quarter ended December 31 Nine months ended December 31

    $000's

    2025

    2024

    2025

    2024

    CEP IV-A and related entities

    429

    439

    1,286

    1,308

    CEP V-A

    42

    83

    202

    285

    CEP VI-A - note 15(e)

    1,041

    -

    2,237

    1,055

    CEP VI-B - note 15(e)

    662

    -

    1,423

    672

    CEP VII-A

    1,811

    1,848

    5,427

    5,514

    CEP VII-B

    2,429

    2,478

    7,278

    7,395

    6,414

    4,848

    17,853

    16,229

  8. CARRIED INTEREST AND MANAGEMENT PARTICIPATION

    As governed by the respective CEP Fund Limited Partnership Agreements, certain Clairvest consolidated subsidiaries are entitled to participate in distributions equal to 20% of all net gains ("carried interest"), which is subject to the respective investors of each CEP Fund achieving a minimum net return on their investment. On Clairvest Equity Partners VI and Clairvest Equity Partners VII, the carried interest increases from 20% to 25% once their investors achieve a net return of two times their aggregate capital contributions.

    For each CEP Fund, Clairvest and Clairvest management are entitled to a carried interest through their limited partnership interests in the various MIP Partnerships. Clairvest management are also entitled to a carried interest from the various CEP Co-Invest Partnerships as governed by the respective Limited Partnership Agreements. The amount of carried interest Clairvest and Clairvest management are entitled to receive is described below.

    As described in note 2(e), Clairvest records the carried interest from Clairvest Equity Partners III and IV and records an expense and a liability on that portion of the carried interest which is payable to Clairvest management.

    Carried interest from Clairvest Equity Partners III and IV for the quarters and nine months ended December 31, 2025 and 2024 comprised the following:

    Quarter ended December 31 Nine months ended December 31

    $000's

    2025

    2024

    2025

    2024

    Realized carried interest

    -

    7,840

    -

    7,840

    Net change in unrealized carried interest

    (3,360)

    (4,910)

    (4,462)

    (3,379)

    (3,360)

    2,930

    (4,462)

    4,461

    The following tables detail the carried interest received from Clairvest Equity Partners III and IV and management participation paid for the quarters ended December 31, 2025 and 2024 and the corresponding receivable and payable balances as at the respective condensed consolidated statement of financial position dates:

    Realized carried interest received during Unrealized carried interest, as at Quarter ended December 31 December 31 March 31

    $000's

    2025

    2024

    2025

    2025

    CEP III

    -

    7,840

    -

    -

    CEP IV and related entities

    -

    -

    38,703

    42,912

    CEP IV-A

    -

    -

    5,352

    5,605

    -

    7,840

    44,055

    48,517

    Management participation paid during Management participation payable, as at Quarter ended December 31 December 31 March 31

    $000's

    2025

    2024

    2025

    2025

    CEP III

    -

    3,920

    -

    -

    CEP IV and related entities

    -

    -

    20,181

    22,495

    CEP IV-A

    -

    -

    2,770

    2,909

    CEP III Co-Invest

    -

    3,209

    -

    -

    CEP IV Co-Invest

    -

    -

    12,123

    12,314

    -

    7,129

    35,074

    37,718

    In accordance with IFRS 10, the carried interest from Clairvest Equity Partners V, VI and VII and the corresponding management participation has been included in net investment gain as described in note 5. Carried interest from Clairvest Equity Partners V, VI and VII for the quarters and nine months ended December 31, 2025 and 2024 comprised the following:

    Quarter ended December 31 Nine months ended December 31

    $000's

    2025

    2024

    2025

    2024

    Realized carried interest

    -

    806

    -

    36,806

    Net change in unrealized carried interest

    50,533

    9,596

    36,483

    (10,020)

    50,533

    10,402

    36,483

    26,786

    The following table details the carried interest receivable from Clairvest Equity Partners V, VI and VII and management participation paid for the quarters ended December 31, 2025 and 2024 and the corresponding receivable and payable balances as at the respective condensed consolidated statements of financial position dates, which have been included in corporate investments:

    Realized carried interest received during Unrealized carried interest, as at Quarter ended December 31 December 31 March 31

    $000's

    2025

    2024

    2025

    2025

    CEP V and CEP V India

    -

    -

    50,802

    72,278

    CEP V-A

    -

    806

    10,057

    15,604

    CEP VI

    -

    -

    35,403

    16,098

    CEP VI-A

    -

    -

    50,244

    23,222

    CEP VI-B

    -

    -

    31,874

    14,695

    -

    806

    178,380

    141,897

    Management participation paid during Management participation payable, as at Quarter ended December 31 December 31 March 31

    $000's

    2025

    2024

    2025

    2025

    CEP V and CEP V India

    -

    -

    25,650

    36,592

    CEP V-A

    -

    -

    5,028

    7,983

    CEP VI

    -

    -

    19,472

    8,854

    CEP VI-A

    -

    -

    27,633

    12,772

    CEP VI-B

    -

    -

    17,531

    8,082

    CEP V Co-Invest

    -

    -

    10,831

    20,313

    CEP VI Co-Invest

    -

    -

    21,873

    10,861

    -

    -

    128,018

    105,457

  9. FIXED ASSETS

    The composition of Clairvest's fixed assets was as follows:

    Furniture, fixtures and Leasehold Right-of-use

    $000's

    Aircraft(1)

    IT equipment

    equipment

    improvements

    asset(2)

    Total

    As at December 31, 2025

    Cost

    7,395

    16

    526

    1,898

    10,237

    20,072

    Accumulated amortization

    (5,040)

    (16)

    (360)

    (864)

    (3,225)

    (9,505)

    Net book amount

    2,355

    -

    166

    1,034

    7,012

    10,567

    As at March 31, 2025

    Cost

    7,395

    16

    526

    1,898

    10,237

    20,072

    Accumulated amortization

    (4,418)

    (16)

    (326)

    (776)

    (2,816)

    (8,352)

    Net book amount

    2,977

    -

    200

    1,122

    7,421

    11,720

    (1) A corresponding payable equal to 50% of the net book value of the aircraft had been recorded to reflect the ownership interest of the related parties.

    (2) As a result of adopting IFRS 16: Leases, Clairvest included an accrued liability resulting from future minimum annual lease payments for the use of office space. $1.0 million is due within one year, $4.3 million due after one year but no more than five years and $4.0 million due after five years. Refer to note 15(e) for further details.

  10. SHARE CAPITAL

    The Company has a normal course issuer bid ("NCIB") outstanding enabling it to make purchases of up to 718,192 common shares in the 12-month period ending March 9, 2026. During the third quarter of fiscal 2026, the Company purchased and cancelled 60,500 common shares under the NCIB for an aggregate cost of $4.3 million.

    As at December 31, 2025, 13,694,131 (March 2025 - 14,173,631) common shares were outstanding.

    The Board of Directors of the Company had authorized the creation of Non-Voting Series 2 Shares ("Non-Voting Shares") which have a two times preference over the common shares. The Non-Voting Shares were authorized as part of the stock option program as described in note 12. No Non-Voting Shares had been issued as at December 31, 2025.

  11. RELATED PARTY TRANSACTIONS
    1. CEP III Co-Invest, an investment vehicle established in fiscal 2007, has committed to co-invest alongside CEP III in all investments undertaken by CEP III. CEP III Co-Invest may only sell all or a portion of a corporate investment that is a joint investment with CEP III if it concurrently sells a proportionate number of securities of

      that corporate investment held by CEP III. As at December 31, 2025, CEP III Co-Invest has disposed of all its investments.

    2. CEP IV Co-Invest, an investment vehicle established in fiscal 2010, has committed to co-invest alongside CEP IV and CEP IV-A in all investments undertaken by CEP IV and CEP IV-A. CEP IV Co-Invest may only sell all or a portion of a corporate investment that is a joint investment with CEP IV and CEP IV-A if it concurrently sells a proportionate number of securities of that corporate investment held by CEP IV and CEP IV-A.

      CEP IV Co-Invest's co-investment commitment is $125.0 million, $10.3 million (March 2025 - $10.3 million) of which remained unfunded as at December 31, 2025. CEP IV Co-Invest is capitalized by three limited partners, Clairvest, MIP IV, and Clairvest CEP Holdings. In accordance with the co-investment agreement, the proportion of the commitment amongst its three limited partners is at their own discretion. As at December 31, 2025, MIP IV had invested $1.6 million in CEP IV Co-Invest. Clairvest, as the general partner of MIP IV, is entitled to participate in distributions equal to the realizable value on the $1.6 million invested by MIP IV in CEP IV Co-Invest. No distribution was made from MIP IV to Clairvest during the third quarter of fiscal 2026. As at December 31, 2025, $6.4 million (March 2025 - $6.4 million) had been received by Clairvest.

    3. CEP V Co-Invest, an investment vehicle established in fiscal 2015, has committed to co-invest alongside CEP V, CEP V India and CEP V-A in all investments undertaken by CEP V, CEP V India and CEP V-A. CEP V Co-Invest may only sell all or a portion of a corporate investment that is a joint investment with CEP V, CEP V India and CEP V-A if it concurrently sells a proportionate number of securities of that corporate investment held by CEP V, CEP V India and CEP V-A.

      CEP V Co-Invest's co-investment commitment is $180.0 million, $35.8 million (March 2025 - $35.8 million) of which remained unfunded as at December 31, 2025. CEP V Co-Invest is capitalized by five limited partners, Clairvest, 2141788 Ontario, Clairvest GP V, MIP V, and Clairvest CEP Holdings. In accordance with the co-investment agreement, the proportion of the commitment amongst its five limited partners is at their own discretion. As at December 31, 2025, MIP V had invested $2.4 million in CEP V Co-Invest. Clairvest, as the general partner of MIP V, is entitled to participate in distributions equal to the realizable value on the $2.4 million invested by MIP V in CEP V Co-Invest. No distribution was made from MIP V to Clairvest during the third quarter of fiscal 2026. As at December 31, 2025, $3.6 million (March 2025 - $3.6 million) had been received by Clairvest.

    4. CEP VI Co-Invest, an investment vehicle established in fiscal 2020, has committed to co-invest alongside CEP VI, CEP VI-A and CEP VI-B in all investments undertaken by CEP VI, CEP VI-A and CEP VI-B. CEP VI Co-Invest may only sell all or a portion of a corporate investment that is a joint investment with CEP VI, CEP VI-A and CEP VI-B if it concurrently sells a proportionate number of securities of that corporate investment held by CEP VI, CEP VI-A, and CEP VI-B.

      CEP VI Co-Invest's co-investment commitment is US$230.0 million (C$315.2 million), US$53.7 million (C$73.6 million) (March 2025 - US$53.7 million (C$77.2 million)) of which remained unfunded as at December 31, 2025. CEP VI Co-Invest is capitalized by three limited partners, Clairvest, Clairvest SLP VI and MIP VI. In accordance with the co-investment agreement, the proportion of the commitment amongst its three limited partners is at their own discretion. As at December 31, 2025, MIP VI had invested US$2.6 million in CEP VI Co-Invest. Clairvest, as the general partner of MIP VI, is entitled to participate in distributions equal to the realizable value on the US$2.6 million to be invested by MIP VI in CEP VI Co-Invest. Distributions totalling US$0.2 million (C$0.3 million) were declared by MIP VI during the third quarter of fiscal 2026 and paid to Clairvest subsequent to quarter end. As at December 31, 2025, US$0.5 million (C$0.7 million) (March 2025 - US$0.5 million (C$0.7 million)) in capital distribution had been received by Clairvest.

    5. CEP VII Co-Invest, an investment vehicle established in fiscal 2024, has committed to co-invest alongside CEP VII, CEP VII-A and CEP VII-B in all investments undertaken by CEP VII, CEP VII-A and CEP VII-B. CEP VII Co-Invest may only sell all or a portion of a corporate investment that is a joint investment with CEP VII, CEP VII-A and CEP VII-B if it concurrently sells a proportionate number of securities of that corporate investment held by CEP VII, CEP VII-A, and CEP VII-B.

      CEP VII Co-Invest's co-investment commitment is US$300.0 million (C$411.2 million), US$260.0 million (C$356.3 million) (March 2025 - US$292.5 million (C$420.5 million)) of which remained unfunded as at

      December 31, 2025. CEP VII Co-Invest is capitalized by four limited partners, Clairvest, 2141788 Ontario, Clairvest SLP VII and MIP VII. In accordance with the co-investment agreement, the proportion of the commitment amongst its four limited partners is at their own discretion. Clairvest, as the general partner of MIP VII, is entitled to participate in distributions equal to the realizable value on the US$5.6 million to be invested by MIP VII in CEP VII Co-Invest. No distribution had been made by MIP VII to Clairvest as at December 31, 2025.

    6. Changes to loans receivable for the quarter ended December 31, 2025 were as follows:

      October 1

      Net Loans advanced

      December 31

      $000's(1)

      2025

      (repaid)

      2025

      CEP VI(2)

      5,539

      (5,539)

      -

      CEP VI-A(2)

      7,751

      (7,751)

      -

      CEP VI-B(2)

      4,929

      (4,929)

      -

      CEP IV Co-Invest(3)

      3,150

      -

      3,150

      CEP VI Co-Invest(3)

      12,389

      (9,027)

      3,362

      CEP VII Co-Invest(3)

      -

      2,357

      2,357

      33,758

      (24,889)

      8,869

      Other(4)

      -

      10,454

      10,454

      33,758

      (14,435)

      19,323

      1. Loans advanced by acquisition entities of the Company are included in net assets of acquisition entities which are included in corporate investments. Refer to note 6 for additional detail.

      2. Loans advanced bear interest at the Reference Rate in accordance with the Limited Partnership Agreement. Interest of $0.4 million (2025 - $0.2 million) was earned from loans advanced to these counterparties during the third quarter of fiscal 2026.

      3. Loans advanced to these acquisition entities are non-interest bearing.

      4. Short-term loans advanced to the co-investors of Northfield Park which are non-interest bearing.

    7. Accounts receivable and other assets comprised the following:

      December 31 March 31 $000's 2025 2025

      Clairvest's investee companies 9,797 8,174

      CEP IV 27 25

      CEP IV-A 279 136

      CEP V 32 446

      CEP V India - 2,340

      CEP V-A 30 -

      CEP VI(1) 344 5,164

      CEP VI-A(1) 3,223 6,567

      CEP VI-B(1) 374 4,204

      CEP VII(1) 17,076 11,800

      CEP VII-A(1) 15,139 10,647

      CEP VII-B(1) 20,298 14,211

      66,619 63,714

      Other accounts receivable and prepaid expenses 5,896 6,893

      Share purchase loans 9,487 8,118

      82,002 78,725
      1. U.S Dollar denominated loans converted at the prevailing rate.

        Share purchase loans to employees of the Company totalling $9.8 million (March 2025 - $8.1 million) bear interest which is paid annually, have full recourse, and are collateralized by the common shares of the Company purchased by employees with a market value of $10.5 million (March 2025 - $9.5 million). None of these loans were made to key management. Interest of $71 thousand (2025 − $71 thousand) was earned on the loans during the third quarter of fiscal 2026.

    8. During the third quarter of fiscal 2026, Clairvest earned $1.5 million (2025 - $1.0 million) in advisory and other fees from its investee companies.

    9. Clairvest and a related party of Clairvest, through a limited partnership, owns an aircraft that is available for use by both parties. Clairvest and the related party each hold a 50% limited partnership interest. As Clairvest, through a wholly-owned subsidiary, is the general partner of the limited partnership, Clairvest had recognized 100% of the net book value of the aircraft and a liability for the 50% ownership held by the related party. The cost of the aircraft has been included in fixed assets and the liability in accounts payable and accrued liabilities.

  12. SHARE-BASED COMPENSATION AND OTHER COMPENSATION PLANS

    Options granted under the Non-Voting Option Plan are exercisable for Non-Voting Shares as described in note 10. The Non-Voting Option Plan has a cash settlement feature. Options granted under this plan vest at a rate of one-fifth of the grant at the end of each year over a five-year period.

    As at December 31, 2025, 605,981 options were outstanding, 278,373 options of which had vested. Clairvest recognizes stock-based compensation expense based upon the fair value of the outstanding stock options as at December 31, 2025 using the Black-Scholes option pricing model with the following assumptions:

    As at December 31, 2025 Year of expiry 2030 2029 2028 2027 2026

    # of options granted

    65,799

    122,023

    73,688

    165,753

    291,867

    # of options exercised

    -

    374

    1,675

    10,210

    56,566

    # of options forfeited

    -

    1,498

    6,701

    14,044

    22,081

    # of options outstanding

    65,799

    120,151

    65,312

    141,499

    213,220

    # of options vested

    -

    24,023

    26,121

    84,891

    143,338

    Option price(1)

    175.03

    157.35

    159.83

    150.90

    131.94

    Black-Scholes assumptions used

    Expected volatility

    15 %

    15 %

    15 %

    15 %

    15 %

    Expected forfeiture rate

    5 %

    5 %

    5 %

    5 %

    5 %

    Expected dividend yield

    0.15 %

    0.15 %

    0.15 %

    0.15 %

    0.15 %

    Risk-free interest rate

    2.76 %

    2.67 %

    2.56 %

    2.40 %

    2.28 %

    Expected life (years) 4.50 3.50 2.50 1.50 0.50

    Liability using Black-Scholes ($'000s)(2) 179 975 477 1,036 2,939

    (1) Based on two times the 5-day weighted average closing price of Clairvest common shares at date of grant and is adjusted for special dividends paid by the Company.

    (2) Share price for a Clairvest common share as at December 31, 2025 was $73.00 (TSX: CVG).

    As at December 31, 2025, $5.6 million (March 2025 - $8.2 million) had been accrued and included in share-based compensation liability under the Company's Non-Voting Option Plan. As at December 31, 2025, compensation payable to the directors of Clairvest included $0.3 million (March 2025 - $0.3 million) under the Non-Voting Option Plan.

    The Company has an Employee Deferred Share Units ("EDSU") plan which provides, among other things, that participants may elect annually to receive all or a portion of their annual bonus amounts that would otherwise be payable in cash in the form of EDSUs. EDSUs may be redeemed for cash or for common shares of the Company in accordance with the terms of the plan. Clairvest is required to reserve one common share for each EDSU issued under the EDSU Plan. The maximum number of Clairvest common shares reserved for the EDSU Plan is 350,000 common shares, which represented approximately 2.6% of the outstanding number of common shares as at December 31, 2025. As at December 31, 2025, 258,705 EDSUs (March 2025 - 237,385 EDSUs) were outstanding. Accordingly, an accrual of $18.3 million (March 2025 - $16.6 million) had been included in share-based compensation liability. During the third quarter of fiscal 2026, Clairvest recognized an expense recovery of $0.1 million (2025 - $43 thousand) with respect to EDSUs.

    As at December 31, 2025, a total of 199,962 (March 2025 - 211,890) BVARs were held by an employee of Clairvest, the accrual in respect of which was $7.3 million (March 2025 - $7.4 million) and has been included in share-based compensation liability. A further $1.2 million (March 2025 - $2.9 million) is not accrued as these BVARs have not vested.

    During the third quarter of fiscal 2026, the Company granted 932 DSUs to its directors such that as at December 31, 2025, a total of 154,514 (March 2025 - 148,191) DSUs were held by directors of the Company, the accrual in respect of which was $12.6 million (March 2025 - $11.5 million) and has been included in share-based compensation liability. For the quarter ended December 31, 2025, Clairvest recognized an expense of $0.2 million (2025 - nil) with respect to DSUs.

    As at December 31, 2025, 164,286 (March 2025 - 164,286) ADSUs were held by directors of the Company, the accrual in respect of which was $6.0 million (March 2025 - $5.4 million) and has been included in share-based compensation liability.

    Compensation paid and payable to key management

    In addition to the directors, key management at Clairvest are the Chief Executive Officer ("CEO") and the President, who are entitled to various discretionary and objective cash bonuses and share-based compensation. Aggregate compensation paid to the CEO and the President for the quarters and nine months ended December 31, 2025 was $0.4 million and $7.4 million, respectively (2024 - $0.4 million and $3.1 million, respectively). As at December 31, 2025, the aggregate compensation payable to the CEO and the President was $12.6 million (March 2025 - $15.8 million).

  13. CONSOLIDATED STATEMENTS OF CASH FLOWS

    Net change in non-cash working capital balances related to operations for the quarters ended December 31 are detailed as follows:

    $000's 2025 2024

    Accounts receivable and other assets 8,693 (8,605)

    Income taxes recoverable 3,629 6,210

    Accounts payable and accrued liabilities, excluding lease liability recognized (10,137) (602) Income taxes payable 464 -

    Accrued compensation expense 2,376 1,604

    5,025 (1,393)

    Cash and cash equivalents at the statement of financial position dates comprised the following:

    December 31 March 31 $000's 2025 2025

    Cash 186,390 173,314

    Cash equivalents 12,715 3,664

    199,105 176,978
  14. DERIVATIVE INTRUMENTS

    The Company and its acquisition entities enter foreign exchange forward contracts as economic hedges against the fair value of its foreign-denominated investments and loans in accordance with its foreign exchange hedging policy. During the third quarter of fiscal 2026, the Company paid costs totalling $2.9 million (2025 - $2.9 million) on the settlement of realized foreign exchange forward contracts.

    As at December 31, 2025, Clairvest has entered foreign exchange forward contracts as hedges against its foreign-denominated investments and loans as follows:

    Foreign exchange forward contracts to sell US$276.2 million (March 2025 - US$249.3 million) at an average rate of

    $1.3649 Canadian per U.S. dollar (March 2025 - average rate of C$1.3568) through to October 2026. The fair value of the forward contracts as at December 31, 2025 was a gain of $1.1 million (March 2025 - loss of $18.1 million).

    The fair value of foreign exchange forward contracts entered by the Company's acquisition entities to hedge against foreign-denominated investee companies has been included in the fair value of Clairvest's investment in these acquisition entities on the consolidated statements of financial position. The net impact of foreign exchange on the investee companies are described in note 6 and 16 under Currency Risk.

    No collateral was funded to the counterparties for Clairvest's foreign exchange forward contracts and those of its acquisition entities as at December 31, 2025 and March 31, 2025.

  15. CONTINGENCIES, COMMITMENTS AND GUARANTEES

    In addition to the co-investment commitments described in note 11, the Company had the following contingencies, commitments, and guarantees:

    1. Clairvest had recorded a liability equal to a bonus of 10% of the after-tax cash income and realizations which are applicable but which have yet to be realized as at March 31, 2022. The Incentive Bonus Program does not apply

      to the income generated from investments made by Clairvest through CEP III Co-Invest, CEP IV Co-Invest, CEP V Co-Invest, CEP VI Co-Invest and CEP VII Co-Invest and any amounts after March 31, 2022. Accordingly, the remaining accrued compensation expense liability as at December 31, 2025 which would only be payable to management when the corresponding realization events have occurred was $4.5 million (March 2025 − $4.5 million).

    2. Clairvest had agreed to guarantee up to $5.0 million to support a credit facility provided to Brunswick Bierworks by its bank. During the third quarter of fiscal 2026, Brunswick Bierworks extinguished this credit facility and as such the guarantee was also extinguished. Also during the third quarter of fiscal 2026, Clairvest and the CEP VI Fund agreed to guarantee up to $12.5 million in support of a new credit facility for Brunswick Bierworks. Clairvest will assume the lender's security position that supports the loans provided by the lender should they be called and intends to allocate any amounts called under this guarantee to the CEP VI Fund Investors on a pro-rata basis in accordance with their respective capital commitments in the CEP VI Fund.

    3. Clairvest, together with CEP VI, CEP VI-A and CEP VI-B, in support of the credit facility provided by various banks to New Hampshire Gaming, has guaranteed to fund any and all cost overruns during the construction of a large-scale historical horse racing facility by New Hampshire Gaming ("The Nash"), as well as operating deficiencies of the new facility for a specified period of time and up to US$15.0 million. Additionally, Clairvest, together with CEP VI, CEP VI-A and CEP VI-B have entered an agreement with the other investor of New Hampshire Gaming to indemnify 50% of any guarantees funded. Clairvest intends to allocate any amounts called under these guarantees and indemnity to CEP VI Co-Invest, CEP VI, CEP VI-A and CEP VI-B on a pro-rata basis in accordance with their respective capital commitments in the CEP VI Fund. During the third quarter of fiscal 2026, the guarantee for cost overruns on the construction of The Nash was extinguished.

    4. As at December 31, 2025, the Company had an accrued liability resulting from future minimum annual lease payments for the use of office space as follows:

      Lease liability, April 1, 2025

      7,421

      Payments applied during the period

      (409)

      Lease liability, December 31, 2025

      7,012

      (1) As at December 31, 2025, the incremental borrowing rate was prime plus 1.25% per annum.

    5. In connection with its normal business operations, the Company and its investee companies may, from time to time be involved in legal proceedings, including regulatory investigations, and tax disputes, in which claims for monetary damages may be asserted. The Company may accrue a liability if, in the opinion of management, it is both probable that costs will be incurred to resolve the matter, and an estimate can be made of the amount of the obligation. While there is inherent difficulty in predicting the outcome of these matters, based on our current knowledge, we do not expect these matters, individually or in aggregate, to have a material adverse effect on our financial statements.

  16. RISK MANAGEMENT

    The private equity investment business involves accepting risk for potential return and is therefore affected by a number of risk factors.

    Fair Value Risk

    Fair value risk includes exposure to fluctuations in the fair market value of the Company's investments as described in

    note 17.

    The Company's corporate investment portfolio was diversified across 22 investee companies in 9 industries as at December 31, 2025. Concentration risk by industry and by jurisdiction, was as follows:

    December 31, 2025

    March 31, 2025

    $000's

    Canada

    United States

    India

    Total

    Canada

    United States

    India

    Total

    Aerospace, defense and government services

    141,803

    27,150

    -

    168,953

    141,594

    19,849

    -

    161,443

    Co-packing

    23,661

    -

    -

    23,661

    18,127

    -

    -

    18,127

    Engineering consulting

    -

    7,483

    -

    7,483

    -

    -

    -

    -

    Environmental services

    -

    58,171

    -

    58,171

    -

    26,735

    -

    26,735

    Gaming

    -

    274,660

    -

    274,660

    -

    242,020

    127,785

    369,805

    Insurance services

    107,037

    -

    -

    107,037

    41,126

    -

    -

    41,126

    Life science services

    -

    3,185

    -

    3,185

    -

    3,251

    -

    3,251

    Medical practice management

    -

    66,469

    -

    66,469

    -

    67,397

    -

    67,397

    Renewable energy

    -

    51,923

    -

    51,923

    -

    51,517

    -

    51,517

    Technology services

    -

    -

    -

    -

    16,414

    -

    -

    16,414

    Other investments

    3

    5,038

    -

    5,041

    306

    5,285

    -

    5,591

    Total

    272,504

    494,079

    -

    766,583

    217,567

    416,054

    127,785

    761,406

    Additionally, the Company has fair value risk on its temporary investments as it holds marketable securities in its treasury portfolio. The Company has considered current economic events and indicators in the valuation of its investee companies and its temporary investments.

    Interest Rate Risk

    Fluctuations in interest rates affect the Company's income derived from its treasury funds. For financial instruments which yield a floating interest rate, the income received is directly impacted by the prevailing interest rate. The fair value of financial instruments which yield a fixed interest rate would change when there is a change in the prevailing market interest rate. The Company manages interest rate risk on its treasury funds by conducting activities in accordance with the fixed income securities policy that is approved by the Audit Committee. Management's application of this policy is regularly monitored by the Audit Committee.

    As at December 31, 2025, $184.4 million (March 2025 - $175.6 million) of the Company's treasury funds are held in accounts which pay interest commensurate with prime rate changes, and $14.7 million (March 2025 - $22.2 million) of the Company's treasury funds are in guaranteed investment certificates with an average remaining duration of 1.1 years (March 2025 - 0.7 years). If interest rates were higher or lower by 1.00% per annum, and assuming the renewal rates of these guaranteed investment certificates were commensurate with prime rate changes, the potential effect would have been an increase or a decrease of $0.5 million (2025 - $0.3 million) per annum to distributions and interest income on a pre-tax basis.

    Certain of the Company's corporate investments are also held in the form of debentures and loans. Significant fluctuations in market interest rates can have a significant impact on the carrying value of these investments as described in note 17.

    Clairvest's investee companies are subject to interest rate risk. Significant changes in interest rates can materially increase the borrowing cost of these investee companies and in turn cause a negative impact to the profitability of these companies, which could have a material impact to the Company's fair value of these corporate investments. The Company manages this risk through oversight responsibilities with existing investee companies and may suggest these investee companies enter swap derivatives with their banking counterparties to hedge against this risk.

    Currency Risk

    The Company has implemented a hedging strategy because it has, directly and indirectly, several investments outside of Canada, currently in the United States. The Company may also advance loans to investee companies which are denominated in foreign currencies. The general partner priority distributions and management fees for Clairvest Equity Partners VI and VII are denominated in United States dollars whereas the Company's overhead costs are in Canadian dollars. In order to limit its exposure to changes in the value of foreign denominated currencies relative to the Canadian dollar, Clairvest and its acquisition entities, subject to certain exceptions, entered hedging positions against these foreign-denominated currencies. In addition, there is a timing difference between the interim condensed consolidated statement of financial position date and the investment valuation date given the timing of which information is available to make this determination could result in a delay in the implementation of the Company's hedging strategy. Accordingly, significant depreciation in value of these foreign-denominated currencies could result in a material impact to the performance of Clairvest, its investment portfolio and the carried interest it could earn from the CEP Funds.

    A number of investee companies are subject to foreign exchange risk. A significant change in foreign exchange rates can have a significant impact on the profitability of these companies and in turn the Company's fair value of these corporate investments. The Company manages this risk through oversight responsibilities with existing investee companies and by reviewing the financial condition of investee companies regularly.

    Credit risk

    Credit risk is the risk of a financial loss occurring as a result of default of a counterparty on its obligations to the Company. For the quarter ended December 31, 2025, there were no material income effects on changes of credit risk on financial assets. The carrying values of financial assets subject to credit exposure as at December 31, 2025 and March 31, 2025, net of any allowances for credit losses, were as follows:

    Clairvest

    Acquisition entities

    Total

    Clairvest

    Acquisition entities

    Total

    199,105

    74,436

    273,541

    176,978

    85,850

    262,828

    24,528

    44,965

    69,493

    72,620

    53,189

    125,809

    77,994

    1,721

    79,715

    72,905

    572

    73,477

    10,454

    8,877

    19,331

    33,966

    2,994

    36,960

    1,090

    1,917

    3,007

    -

    -

    -

    -

    30,096

    30,096

    -

    33,042

    33,042

    313,171

    162,012

    475,183

    356,469

    175,647

    532,116

    December 31, 2025 March 31, 2025 $000's Financial Assets

    Cash and cash equivalents

    Temporary investments Accounts receivable(1)Loans receivable(2)Derivative instruments Corporate investments(3)

    (1) Excludes prepaid expenses and receivables from acquisition entities

    (2) Excludes loans receivable from acquisition entities

    (3) Excludes net assets (liabilities) from acquisition entities

    The Company manages credit risk on corporate investments through thoughtful planning, strict investment criteria, significant due diligence of investment opportunities and oversight responsibilities with existing investee companies and by conducting activities in accordance with investment policies that are approved by the Board of Directors. Management's application of these policies is regularly monitored by the Board of Directors. Management and the Board of Directors review the financial condition of investee companies regularly.

    The Company is also subject to credit risk on its accounts receivables and loan receivables, a significant portion of which are with its investee companies and its CEP Funds. The Company manages this risk through its oversight responsibilities with existing investee companies, by reviewing the financial condition of investee companies regularly, and through its fiduciary duty as Manager of the CEP Funds and by maintaining sufficient uncalled capital for the CEP Funds to settle obligations as they come due.

    The Company manages counterparty credit risk on derivative instruments by only contracting with counterparties which are Schedule 1 Canadian chartered banks. As at December 31, 2025, the Company and the Company's acquisition entities held derivative instruments which had net mark-to-market gain of $3.0 million (March 2025 - loss of $20.0 million). The Company believes the counterparty risk with respect to its and its acquisition entities' derivative instruments is minimal.

    The Company manages credit risk on treasury funds by conducting activities in accordance with the fixed income securities policy which is approved by the Audit Committee. The Company also manages credit risk by contracting with counterparties which are Schedule 1 Canadian chartered banks or through investment firms where Clairvest's funds are segregated and held in trust for Clairvest's benefit. Management's application of these policies is regularly monitored by the Audit Committee. Management and the Audit Committee review credit quality of cash equivalents and temporary investments regularly.

    The credit ratings of the Company's treasury funds, including those of its acquisition entities, based on the Dominion Bond Rating Services rating scale, with the exception of corporate bonds and loans which are based on the Standard and Poor's rating scale, were as follows:

    Clairvest

    Acquisition entities

    Total

    Clairvest

    Acquisition entities

    Total

    186,390

    74,436

    260,826

    173,291

    84,946

    258,237

    12,715

    -

    12,715

    3,664

    904

    4,568

    -

    -

    -

    23

    -

    23

    12,005

    23,137

    35,142

    16,335

    26,454

    42,789

    2,557

    609

    3,166

    5,779

    -

    5,779

    110

    219

    329

    105

    211

    316

    2,029

    -

    2,029

    6,047

    -

    6,047

    -

    -

    -

    2,034

    2,029

    4,063

    -

    -

    -

    2,028

    1,014

    3,042

    974

    974

    1,948

    903

    903

    1,806

    6,853

    -

    6,853

    39,389

    -

    39,389

    -

    20,026

    20,026

    -

    22,578

    22,578

    223,633

    119,401

    343,034

    249,598

    139,039

    388,637

    December 31, 2025 March 31, 2025 $000's Cash and restricted cash Money market savings accounts

    AA A

    Guaranteed investment certificates and investment savings accounts

    AA AA-

    Not rated

    Limited recourse capital notes

    A A-

    BBB+ BBB-

    Term loans

    Not rated

    Other fixed income securities

    Not rated(1)

    Total cash, cash equivalents, restricted cash and fixed income securities

    (1) Comprised other fixed income securities as permitted by the Company's treasury policy, which in aggregate may not exceed the lesser of 10% of book value or 20% of treasury funds and with no single issue greater than 1.5% of book value.

    Liquidity risk

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. Financial obligations arising from off statement of financial position arrangements are described in note 14. Accounts payable, loans payable, and derivative instruments have maturities of less than one year. Management participation liability, share-based compensation liability, and amounts accrued under the Incentive Bonus Program are only due upon cash realization or completion of the respective vesting periods. Total unfunded commitments to co-invest alongside the CEP Funds were

    $476.1 million as at December 31, 2025 (March 2025 − $543.9 million). The timing of any amounts to be funded under these commitments is dependent upon the timing of investment acquisitions, which are made at the sole discretion of the Company.

    The Company manages liquidity risk by maintaining a conservative liquidity position that exceeds all liabilities payable on demand. The Company invests its treasury funds in liquid assets such that they are available to cover any potential funding commitments and guarantees. In addition, the Company maintains a $100.0 million credit facility which was undrawn as at December 31, 2025.

    As at December 31, 2025, Clairvest had treasury funds, inclusive of those held at acquisition entities, of $426.5 million (March 2025 - $457.9 million) and access to $100.0 million (March 2025 - $100.0 million) in credit to support its current and anticipated corporate investments. Clairvest also had access to $1.3 billion (March 2025 - $1.5 billion) in uncalled committed third-party capital through the CEP Funds as at December 31, 2025 to invest along with Clairvest's capital.

  17. FAIR VALUE OF FINANCIAL INSTRUMENTS

    Cash, cash equivalents, temporary investments, corporate investments, and derivative instruments are carried at fair value in accordance with the Company's accounting policy as described in note 2(b). All other financial instruments, including receivables and payables, were short-term in nature.

    1. Fair value hierarchy

      The Company classifies financial instruments measured at FVTPL according to the following hierarchy, based on the lowest level of significant input used in measuring fair value.

      Level

      Fair value input description

      Financial instruments

      Level 1

      Quoted prices (unadjusted) from active markets

      Quoted equity instruments

      Quoted corporate bonds

      Money market and investment savings accounts

      Level 2

      Inputs other than quoted prices included in Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e.

      Quoted equity instruments which are not actively traded (i.e. significant ownership positions)

      derived from prices)

      Guaranteed investment certificates

      Quoted corporate bonds or loans which are not actively traded

      Level 3

      Inputs that are not based on observable market data

      Unquoted equity instruments or partnership units

      Corporate bonds, debentures or loans not traded

      The Company's objective is to invest in long-term private equity investments and its holdings may include publicly traded companies which originated from its private equity investments. These companies will likely exhibit share price volatility such that the publicly traded share price may not be the best proxy of value. The Company's investments in these public companies may trade at share prices which are not indicative of the Company's realizable value due to factors including illiquidity of the security and potential adverse consequences when a significant shareholder sells its position. Accordingly, when the Company liquidates the investments in these types of public company shares, its ultimate realized proceeds may be materially different than the valuation at the end of any reporting period which is based on the publicly traded share price at that time and subject to certain adjustments as warranted.

      The following table details the financial instruments measured at fair value classified by the fair value hierarchy:

      $000's

      December 31, 2025

      March 31, 2025

      Fair value measurements using

      Assets / liabilities at fair value

      Assets / liabilities at fair value

      Level 1

      Level 2

      Level 3

      Financial assets

      3,664

      Cash equivalents

      Investment savings accounts

      12,715

      -

      -

      12,715

      12,715

      -

      -

      12,715

      3,664

      Temporary investments

      Guaranteed investment certificates

      -

      14,672

      -

      14,672

      22,220

      Corporate bonds

      -

      6,853

      -

      6,853

      35,832

      Marketable securities

      63,478

      -

      -

      63,478

      46,130

      Limited recourse capital notes

      -

      3,003

      -

      3,003

      11,011

      Other fixed income securities

      -

      -

      -

      -

      3,557

      63,478

      24,528

      -

      88,006

      118,750

      Derivative instruments

      -

      1,090

      -

      1,090

      -

      Corporate investments

      80,857

      424

      876,167

      957,448

      942,857

      157,050

      26,042

      876,167

      1,059,259

      1,065,271

      For financial instruments which are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization based on the lowest level input that is significant to the fair value measurement as a whole at the end of each reporting period. Transfers between levels of fair value hierarchy are deemed to have occurred at the date of event.

    2. Level 3: Reconciliation between opening and closing balances

      The following table details the changes in fair value measurements for instruments included in level 3 of the fair value hierarchy set out in IFRS 13:

      For the quarter ended December 31, 2025

      $000's

      Fair value October 1, 2025

      Net investment

      gain included in earnings

      Purchases of assets /

      issuances of liabilities

      Sales of assets /

      settlements of liabilities

      Fair value December 31, 2025

      Financial assets

      Corporate investments

      797,235

      107,635

      9,049

      (37,752)

      876,167

      797,235

      107,635

      9,049

      (37,752)

      876,167

      For the nine months ended December 31, 2025

      $000's

      Fair value April 1, 2025

      Net investment gain (loss) included in

      earnings

      Purchases of assets / issuances of

      liabilities

      Sales of assets / settlements of

      liabilities

      Fair value December 31, 2025

      Financial assets

      Other fixed income securities

      3,557

      -

      -

      (3,557)

      -

      Corporate investments

      868,557

      19,456

      32,627

      (44,473)

      876,167

      872,114

      19,456

      32,627

      (48,030)

      876,167

    3. Level 3: Fair value measurement based on reasonably possible alternative assumptions

      While Clairvest considers its fair value measurements to be appropriate, the use of reasonable alternative assumptions could result in different fair values. On a given measurement date, it is possible that other market participants could measure a same financial instrument at a different fair value, with the valuation techniques and inputs used by these market participants still meeting the definition of fair value. The fact that different fair value measurements exist reflects the judgment, estimates and assumptions applied as well as the uncertainty involved in determining the fair value of these financial instruments. Included in corporate investments are investee companies (as described in note 6) for which the fair values have been estimated based on assumptions that are not supported by observable inputs. The following tables detail quantitative information on the primary valuation techniques and unobservable inputs based on the form of investment:

      December 31, 2025

      Valuation techniques

      Significant unobservable input

      Range

      Unquoted equity instruments (including warrants) or partnership units

      Public company comparables

      EBITDA and earnings multiples

      3.0x to 14.6x

      Recent transactions

      n/a

      n/a

      Debentures or loans not traded or other finite set of cash flows

      Discounted cash flows

      Discount rates

      up to 14.0% per annum

      The most significant unobservable input for fair value measurement is either revenue or earnings before interest, taxes, depreciation and amortization ("EBITDA") and the multiple which is applied to either revenue or EBITDA in valuing each individual investee company. In determining the appropriate multiple, Clairvest considers (i) public company multiples for companies in the same or similar businesses; (ii) where information is known and believed to be reliable, multiples at which recent transactions in the industry occurred; and (iii) multiples at which Clairvest invested directly or indirectly in the company, or for follow-on investments or financings. The resulting multiple is adjusted, if necessary, to take into account differences between the investee company and those the Company selected for comparisons and factors include public versus private company, company size, same versus similar business, as well as with respect to the sustainability of the company's earnings and current economic environment. If the Company had used an earnings multiple for each investee company that was higher or lower by 0.5 times, the potential effect would have been an increase of $35.2 million or a decrease of $35.1 million to the carrying value of corporate investments and net investment gain, on a pre-tax basis, for the quarter ended December 31, 2025 (March 2025 - an increase of $34.5 million or a decrease of

      $33.1 million). The earnings multiples used are based on public company valuations as well as private market multiples for comparable companies. Earnings are based on the last twelve-month EBITDA and if necessary, adjusted for any non-recurring items such as restructuring expenses and annualized pro-forma adjustments from recently completed acquisitions. Adjustments to EBITDA may also consider forecasted impacts arising from the current economic environment or recent developments of the investee company.

      Clairvest may also use information about recent transactions carried out in the market for valuations of private equity investments. When fair value is determined based on recent transaction information, this value is the most representative indication of fair value. The fair value of corporate bonds, debentures or loans is primarily determined using discounted cash flow technique. This technique uses observable and unobservable inputs such as discount rates that consider the risk associated with the investment as well as future cash flows. For those investments valued based on recent transactions or discounted cash flows, Clairvest has determined that there are no reasonable alternative assumptions that would change the fair value materially as at December 31, 2025 and March 31, 2025.

  18. CAPITAL DISCLOSURES

    Clairvest considers the capital it manages to be shareholders' equity. Clairvest also manages capital held in acquisition entities, the third-party capital committed or invested in the CEP Funds and co-investments made by other investors.

    Clairvest's objectives in managing capital are to:

    • Preserve a financially strong company with substantial liquidity to pursue new acquisitions and growth opportunities as well as to support its operations and the growth of its existing investee companies;

    • Achieve an appropriate risk adjusted return on capital;

    • Build long-term value in its investee companies to generate superior returns; and

    • Have appropriate levels of committed third-party capital available to invest alongside Clairvest's capital. The management of third-party capital also provides management fees or priority distributions to Clairvest and the ability to enhance Clairvest's returns by offsetting a portion of its operating costs and by earning a carried interest.

    As at December 31, 2025, Clairvest had no external capital requirements, other than as disclosed in note 15.

  19. FUTURE CHANGES IN ACCOUNTING POLICIES IFRS 18, presentation and Disclosure in Financial Statements ("IFRS 18")

    IFRS 18 was issued in April 2024 and will replace the previous IAS 1, Presentation of Financial Statements. IFRS 18 introduces several new requirements that are expected to impact the presentation and disclosure of the financial statements. These requirements include:

    • Classification of all income and expense into specified categories and the provision of specified totals and subtotals in the statement of profit or loss.

    • Enhanced guidance on aggregation, location and labeling of items across the financial statements and the notes to the financial statements.

    • Disclosures on management-defined performance measures.

    IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted. The Company is currently assessing the effect of the above standards and amendments.

  20. COMPARATIVE FINANCIAL STATEMENTS

The comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the unaudited interim condensed consolidated financial statements.

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