Item 4 — Purpose of Transaction
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: On August 11, 2026, Canada Pension Plan Investment Board ("CPPIB") and Sumant Sinha (the "Founder") and together with CPPIB, the "Consortium") and the Issuer entered into a Transaction Agreement (the "Transaction Agreement") providing for the acquisition by the Consortium, subject to the Rollover (as defined below), of all the Shares of the Issuer not held by the Consortium, not held as treasury shares by the Issuer and not Rollover Shares (as defined below), for cash consideration of $7.02 per Share (the "Transaction"). The Transaction is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Each non-Consortium shareholder may elect to either (i) receive cash consideration for each Share it holds in exchange for transferring its Shares to CPPIB or (ii) elect to retain its Shares (the "Rollover", and any such shares the "Rollover Shares"). Irrevocable Undertaking In connection with the Transaction, Platinum Cactus entered into a Deed of Irrevocable Undertaking with Dyuity Private Holdings Inc. and Sumant Sinha, dated as of August 11, 2026, pursuant to which Platinum Cactus agreed to, among other things: (i) vote in favor of the Scheme, the Transaction, and the related resolutions (and against any resolution to adjourn the relevant shareholder meetings, amend the Scheme, or which is likely to result in a condition of the Scheme not being fulfilled, impede or frustrate the Scheme, or prevent the Scheme from becoming effective), (ii) in the event that the Transaction is being implemented by way of a takeover offer under Part 28 of the Companies Act of 2006 (an "Offer"), to accept or procure acceptance of such Offer, (iii) validly elect to participate in the Rollover in respect of all of its securities of the Issuer (the "Relevant Securities"), (iv) refrain from disposing of, or dealing in, its Relevant Securities, from acquiring further securities in the Issuer, from entering into third-party arrangements relating to its Relevant Securities, and from taking any action that would restrict its ability to control the exercise of rights attaching to its Relevant Securities, in each case, other than pursuant to the Transaction, and (v) cooperate in the implementation of the reorganization of the Issuer to be undertaken following completion of the Transaction and enter into the related reorganization deed and Shareholders' Agreement (as defined below) to be entered into in connection with the Transaction, and provide reasonable cooperation in connection with obtaining required regulatory clearances (the "Irrevocable Undertaking"). The Irrevocable Undertaking shall lapse and cease to have any effect if: - the Transaction Agreement has not been executed by all parties thereto on or before 8:00 a.m. (London time) on 12 August 2026, or such later time and date as the Issuer and the Consortium may agree in writing; or - the Announcement, substantially in the form set out in Annex 3, has not been made on or before 8:00 a.m. (London time) on 12 August 2026, or such later time and date as the Issuer and the Consortium may agree in writing; or - the Transaction Agreement is terminated by any party thereto prior to the completion of the Scheme or Offer; or - the Consortium announces that it does not intend to make or proceed with the Transaction, either on the terms set out in the Transaction Agreement and the Announcement or at all; or - the Scheme lapses or is withdrawn (provided that this shall not apply where the Scheme is withdrawn or lapses solely as a result of the Consortium exercising its right to implement the Acquisition by way of an Offer rather than a Scheme); or - the Scheme has not become effective by 5:30 p.m. (London time) on the later of (i) March 31, 2027 and (ii) 95 days following the publication of the Scheme Document (as defined in the Irrevocable Undertaking), or such later time or date as the Reporting Persons, the Issuer and the Consortium may agree; or - any competing offer for the entire issued and to be issued share capital of the Issuer is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective in accordance with its terms. The Irrevocable Undertaking is governed by English law and subject to the exclusive jurisdiction of the English courts. All capitalized terms not defined herein shall have the meanings ascribed to them in the Irrevocable Undertaking. References to, and descriptions of, the Irrevocable Undertaking in this Schedule 13D are qualified in their entirety by the terms of the Irrevocable Undertaking, a copy of which is attached hereto as Exhibit 99.10 and is incorporated in its entirety into this Item 4. Form of the Shareholders' Agreement Concurrently with the execution of the Transaction Agreement, the Consortium has also agreed to a form of shareholders' agreement, which is expec