An anonymous director reports

DYE & DURHAM PROVIDES UPDATED INVESTOR FAQ FOLLOWING PRELIMINARY UNAUDITED RESULTS

Dye & Durham Ltd. has provided an update to the frequently asked questions (FAQ) section on its investor relations webpage. These updates provide additional clarity regarding the company's preliminary unaudited fiscal 2025 and Q1 fiscal 2026 results, which were released on Nov. 12, 2025, including enhanced explanations related to revenue presentation, profitability, covenant compliance and other financial matters.

FAQ update highlights

Q: Why did the company prerelease unaudited results?

A: To give stakeholders greater visibility into approximately how the business is performing. This ensures all parties have equal access to the same publicly available unaudited financial information.

The financial results as released are contained in the attached tables. The tables have been updated to correct the mislabeling of the quarter ended Sept. 30, 2025, as "audited" to reflect that these financials are "unaudited." In addition, we have updated the TTM (trailing 12 months) as of Sept. 30, 2025, to align with prior reported periods.

Q: In fiscal 2025, revenue was down 3.7 per cent to approximately $440.6-million (unaudited), with approximately $17.1-million of decline year over year. Is this previously gross revenue now being recognized as net?

A: Yes. As disclosed, about half of this decline reflects macroeconomic headwinds in Canada, the impact of customer contract renewals on volume and pricing, and reduced acquisition activity, while the balance primarily reflects a reclassification between direct costs and gross revenue. The reclassification had no impact on unaudited adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) or cash.

Q: Is this expected to impact unaudited Q1 FY 2026 results?

A: The unaudited Q1 FY 2026 results already reflect the revised treatment.

Q: Based on the company's unaudited results, does the company remain in compliance with its leverage covenants?

A: Yes. Based on the unaudited results, the company expects to be in compliance with the financial covenants under its senior credit agreement with respect to the fiscal period ended June 30, 2025, and Sept. 30, 2025.

Q: The Nov. 12, 2025, press release disclosed that the company is working with the administrative agent for the senior secured lenders to request a waiver for the failure to deliver its quarterly financial statements for the period ended Sept. 30, 2025, to lenders by the date required under its senior credit agreement. When would an event of default occur if the company fails to obtain such a waiver?

A: The senior credit agreement provides for a 30-day cure period (following a failure by the company to deliver its quarterly financial statements by the date required under its senior credit agreement). If the company is unable to cure this default on or before Dec. 17, 2025, an event of default will occur under the senior credit agreement, which entitles the lenders, acting by majority decision, to exercise certain rights defined in the senior credit agreement.

Q: What is the status of the company's court action against Matthew Proud and Plantro Ltd. to enforce the terms of the co-operation agreement?

A: On Nov. 16, 2025, the lawyers for Mr. Proud and Plantro advised the company's lawyers that their clients will consent to the temporary injunction the company had been seeking from the court. This means both sides expect to obtain an order from the court on consent that will require Mr. Proud and Plantro to comply with the terms of the co-operation agreement at least until the court makes a final decision in the case.

Dye & Durham remains committed to providing clear and consistent communication to stakeholders. As the company continues to progress through its audit and reporting processes, it will update the FAQ section as appropriate to reflect additional disclosures.

About Dye & Durham Ltd.

Dye & Durham is a leading provider of cloud-based software and technology solutions designed to help legal and business professionals improve efficiency and manage regulatory and business-critical workflows.

We seek Safe Harbor.