AIM Rule 26

o Corporate Governance Overview

The Board is responsible for the governance of the Group and Company, governance being the systems and procedures by which the Group and Company are directed and controlled. A prescribed set of rules does not itself determine good governance or stewardship of a company and, in fulfilling their responsibilities, the Directors believe that they govern the Group and Company in the best interests of shareholders, while having due regard to the interests of other stakeholders, including customers, employees and creditors.

The Group’s governance arrangements are proportionate to the size, nature and complexity of the business and support the delivery of the Group’s strategy and long-term success. The Board keeps these arrangements under review as the Group develops.

The Company has adopted the QCA Corporate Governance Code as a framework to inform its approach to governance and has transitioned to the updated principles set out in the 2023 QCA Code. Under the AIM Rules effective from 5 August 2026, there is no longer a requirement to comply or explain against, a recognised corporate governance code. The disclosures below therefore explain the Company’s governance approach in the five areas specified by AIM Rule 26.

o Board Composition and Independence

The Board comprises the Non-Executive Chairman, John Wakefield; the Chief Executive Officer, Roberto Fiorentino; the Chief Financial Officer, Teo Andreeva; and the Non-Executive Director, Andy Wonnacott.

The Board’s objective is to maintain an appropriate balance between Executive and Non-Executive Directors and to ensure that its members collectively provide the skills, experience and knowledge required to support the Group’s strategy, operations and governance. Biographical details for each Director are available on the Board of Directors page.

The Board considers that both Non-Executive Directors, John Wakefield and Andy Wonnacott, are independent in character and judgement. In reaching this conclusion, the Board has considered their tenure, experience, shareholdings and any relationships or circumstances that could materially affect, or could reasonably appear to affect, the exercise of independent judgement. The Board keeps its composition and the independence of the Non-Executive Directors under regular review.

The Executive Directors are responsible for the day-to-day management of the Group and for implementing the strategy and decisions approved by the Board. The Non-Executive Directors provide independent oversight, constructive challenge and support to the Executive Directors and contribute to the development of strategy without becoming involved in day-to-day management.

o Directors’ Roles and Responsibilities

The Board is collectively responsible for the strategic direction, performance and governance of the Group. It meets regularly throughout the year, with a minimum of six face-to-face meetings, supplemented by conference calls and additional meetings as required. Directors receive information in advance of meetings to support informed decision-making and effective challenge.

Chairman

The Chairman is responsible for ensuring that the Board agenda focuses on the key operational, financial and strategic issues, with regular reviews of the Company’s strategy and its implementation. The Chairman promotes effective Board performance and ensures that the Board receives accurate, timely and clear information and that there are effective information flows within the Board and its Committees, and between the Non-Executive Directors and senior management.

Chief Executive Officer

The Chief Executive Officer is responsible for the leadership and day-to-day management of the Group and for the delivery and implementation of the strategy approved by the Board. This includes oversight of the Group’s operations, people and resources, delivery of agreed objectives and reporting to the Board on trading, operational performance, strategic progress, principal risks and material developments.

Chief Financial Officer

The Chief Financial Officer is responsible for the Group’s financial management, reporting, budgeting, forecasting and financial control environment. The Chief Financial Officer supports the Board in assessing financial performance, liquidity, capital allocation, acquisitions and other significant financial matters and oversees the preparation of financial information for the Board, shareholders and the market.

Non-Executive Directors

The Non-Executive Directors provide oversight, independent judgement and constructive challenge. They review the performance of Executive management, contribute to strategy and monitor the effectiveness of the Group’s governance, risk management and internal control arrangements. They have access to the Executive Directors and the Company’s advisers and may obtain independent professional advice at the Company’s expense where necessary to discharge their responsibilities.

o Board Committees

The standing Committees of the Board are the Audit, Remuneration and Risk Committees. Each Committee operates under formal terms of reference and reports to the Board. The Board considers that a separate Nomination Committee is not currently appropriate given the size and scope of the Group’s operations, with nominations and succession matters considered by the Board as a whole.

Audit Committee

The Audit Committee comprises John Wakefield and Andy Wonnacott and is chaired by Andy Wonnacott, who is an FCA Chartered Accountant and has significant financial and commercial experience. The Committee reviews the activities of the external auditor, monitors compliance with statutory and regulatory financial reporting requirements, reviews the half-year and annual financial statements before recommending them to the Board, and keeps under review the effectiveness of the Group’s internal control and risk management systems.

The Group does not maintain a separate internal audit function, as the Board considers this unnecessary given the current scale and complexity of the Group’s operations. The Chief Financial Officer is responsible for the ongoing enhancement of the Group’s internal control environment through the evaluation, testing and continuous improvement of financial controls and the standardisation of processes. Significant findings are reported to the Chairman of the Audit Committee and shared with the external auditor where appropriate.

Remuneration Committee

The Remuneration Committee comprises John Wakefield and Andy Wonnacott and is chaired by John Wakefield. The Committee determines the remuneration packages of the Executive Directors and seeks to ensure that remuneration is aligned with the Group’s strategy, performance and long-term success. No Director participates in decisions concerning that Director’s own remuneration.

Risk Committee

The Risk Committee comprises John Wakefield, Andy Wonnacott, Teo Andreeva and Roberto Fiorentino and is chaired by Andy Wonnacott. The Committee assists the Board in overseeing the identification, assessment and management of risk across the Group. It reviews the Group’s principal and emerging risks, monitors the effectiveness of mitigating controls and considers governance, internal controls, regulatory compliance and operational risk within the risk appetite established by the Board.

o Matters Reserved for the Board

Matters reserved for the Board

The Board maintains a formal schedule of matters reserved for its decision. These include:

· the Group’s long-term strategy and significant changes in strategic direction;

· annual operating and capital budgets, business plans and material changes to financial forecasts;

· annual and interim financial reporting;

· capital structure, dividend policy, treasury policy and oversight of cash management;

· major investments, acquisitions, disposals and material capital expenditure;

· significant contracts and commitments outside the ordinary course of business;

· the Group’s risk appetite and the effectiveness of risk management and internal controls;

· Board and senior management appointments and succession planning;

· Executive Director remuneration and significant incentive arrangements; and

· compliance with legal, regulatory and AIM obligations.

o Remuneration and Performance

The Board’s approach to remuneration is intended to support the Group’s strategy and long-term success and to enable the Group to attract, retain and motivate Directors and senior employees with the appropriate skills and experience. Remuneration is considered in the context of individual responsibilities and performance, the performance and financial position of the Group, market conditions and the long-term interests of shareholders.

Executive Director remuneration may comprise salary, benefits, pension contributions and performance-related remuneration where considered appropriate. The Remuneration Committee determines the remuneration packages of the Executive Directors and reviews compensation arrangements arising from the termination of a Director’s service contract. Details of Directors’ remuneration are set out in the latest Annual Report and Accounts.

Fees paid to the Non-Executive Directors reflect the responsibilities and time commitment associated with their roles. The Non-Executive Directors do not participate in decisions concerning their own fees.

The Board monitors Group and Executive performance throughout the year using financial, operational and strategic information. Board performance is reviewed periodically through discussion and feedback led by the Chairman, covering the effectiveness of the Board and its Committees, governance processes, strategic oversight and the contribution of individual Directors. Matters identified through this process are addressed as appropriate.

o Risk Management and Internal Controls

The Board has overall responsibility for the Group’s systems of risk management and internal control and for reviewing their effectiveness. These systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.

The Group maintains a risk register in which risks are identified, assessed and categorised. The Board reviews the Group’s principal risks annually and the actions in place of managing them. The Risk Committee supports this process by reviewing current risk exposures, emerging risks and the effectiveness of mitigating controls.

Responsibility for implementing and monitoring the internal control framework is delegated to senior management, including the Chief Financial Officer, with regular reporting to the Board. 

The framework includes:

· an organisational structure with clearly defined roles, responsibilities, reporting lines and delegated authorities;

· Board review and approval of the Annual Budget and Business Plan;

· regular review of financial performance, key performance indicators, budget variances and updated forecasts;

· approval of significant capital expenditure, investments and acquisitions;

· review and approval of treasury policies, cash management and liquidity;

· segregation of duties and controls over expenditure and payments;

· policies and procedures covering key financial, operational and compliance activities;

· oversight of cyber security, data privacy, business continuity and regulatory compliance; and

· external audit and other independent professional advice where appropriate.

The Board reviews the effectiveness and proportionality of the Group’s risk management and internal control arrangements and considers whether changes are needed as the Group’s activities, systems and risk profile develop. Further information on the principal risks and mitigating actions is included in the latest Annual Report and Accounts.

The Company also maintains systems, procedures, resources and controls to monitor and identify changes or developments that may reasonably have a material impact on the Group’s business or prospects. Material developments are escalated to the Board and the Company’s Nominated Adviser is kept appropriately informed in accordance with AIM Rule 31 and the Company’s obligations under UK MAR.

o Investor Relations and Shareholder Engagement

The Board places considerable importance on maintaining open and effective communication with shareholders and is committed to providing clear, transparent and timely information on the Group’s activities, strategy, financial performance and governance, while ensuring compliance with its obligations as an AIM-quoted company.

The Group engages with significant shareholders and regards the Annual General Meeting as an important opportunity to communicate directly with shareholders. All shareholders are encouraged to attend, ask questions and exercise their voting rights. Shareholders may contact the Board using the details provided on the Group’s website.

The Company communicates with shareholders through:

· regulatory announcements released through a Regulatory Information Service;

· the Annual Report and audited financial statements;

· half-year financial reports;

· the Annual General Meeting and other general meetings;

· investor meetings, webinars, presentations and roadshows where appropriate; and

· the investor relations and Company Documents sections of the website.

Information notified through a Regulatory Information Service is the authoritative source of information about the Company. Information provided through the website, presentations, meetings, social media or other channels is intended to be consistent with information notified to the market and must not precede information required to be announced.

The Company takes reasonable care to ensure that information notified to the market is not misleading, false or deceptive and does not omit anything likely to affect the import of that information. The Company may, where the Board considers it appropriate and having regard to its regulatory obligations, publish its views or position in response to material third-party commentary, speculation or criticism, following consultation with the Nominated Adviser where appropriate.

The results of voting on resolutions at general meetings are made available on the Group’s website, together with any actions to be taken where votes against a resolution represent a significant proportion of votes cast.

These disclosure on the company’s corporate governance arrangements were last reviewed on 02 November 2026.