Corporate Governance

FOR THE YEAR ENDED 31 MARCH 2026

The Board has determined that the Quoted Companies Alliance’s (“QCA”) Corporate Governance Code for small and mid-size quoted companies (the “Code”) (revised on 13 November 2023) is the most appropriate for the Group to adhere to.

The Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies.

We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances and, through the disclosures set out below with reference to additional information on our website and in the Group’s 2026 Annual Report, have set out how our governance arrangements align with our business purpose and have developed on an ongoing basis to support the Board, our business leaders and the effective operation of our growing portfolio of decentralised VMS businesses. The Chair leads the Board and is responsible for the Group’s approach to corporate governance.

The following paragraphs set out the Group’s compliance with the ten principles of the Code.

1. ESTABLISH A PURPOSE, STRATEGY AND BUSINESS MODEL WHICH PROMOTE LONG TERM VALUE FOR SHAREHOLDERS

Our acquisition strategy is at the centre of our focus to drive long term shareholder value, our purpose is:

“To be a leading serial acquirer and operator of VMS businesses, maintaining their entrepreneurial spirit and culture and providing a permanent home for their teams and management talent.”

At the heart of our business lies a disciplined and long-term strategy: to acquire VMS businesses at appropriate valuations, support their organic growth over time and reinvest the free cash flow they generate into further value-accretive opportunities.

We’re continually evaluating multiple VMS business targets. We find potential acquisitions through a structured outreach program. Engaging with niche, business-to-business, and mission-critical platforms that hold proprietary data, where users often have regulatory consequences or are economically and operationally entangled with the moment value is exchanged.

We look for businesses where the majority of revenues are recurring in nature and churn is low. The sustainability of our strategy is underpinned by the recurring revenue model. This approach allows for a more reliable revenue stream, promoting long-term stability.

Our operating model is to run our business units in a decentralised way and actively avoid centralisation and consolidation. We do this to encourage and maintain an entrepreneurial spirit and culture and accelerate growth in each business which is run by its own management team, supported by the Board.

In assessing delivery against strategy, the Board measures progress against specific long-term objectives, our next marker being the “Gate 5” goal of achieving £15 million of annualised Adjusted EBITDA, and KPIs including Operating Cashflow Per Share, Return on Capital Deployed and Quality Score targets. These are reviewed at each Board meeting. The delivery of our long-term strategy is further underpinned by a clear set of values, described more fully in the disclosures to Principle 2 below, which are designed to protect the Company from unnecessary risk and secure its long-term future. Further information about our objectives, KPIs and our strategy and business operations are set out more fully in the Strategic Report section on pages 2 to 27 of the Group’s 2026 Annual Report.

The Group’s principal risks and uncertainties and the systems and internal controls developed to mitigate them are set out in the disclosures to Principle 5 of the Code further below.

2. PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS

The Board firmly believes that culture is driven from the top and through sound corporate governance across each of our business units. It takes ultimate responsibility for the culture that is developed and evolves under its leadership and guidance. The Company has documented its leadership values which sit at the centre of its operating values and ethics and are disseminated to all team members through regularly updated Playbooks. The Board demonstrates commitment to these values through its own conduct, decision making and communication with business unit management teams through a regular cadence of meetings and events such as the Group’s annual two-day conference. These values are designed to create alignment and an environment where motivated teams can do their best work for the benefit of the most important stakeholder: the end customer.

At the heart of our culture is a focus on capital discipline, operational efficiency and long-term return on investment. Culture is assessed primarily through observed behaviours and outcomes, including capital allocation decisions, cost discipline, performance against targets and alignment of management incentives with shareholder returns. Regular interaction with senior management, combined with review of operational and financial performance KPIs, provides the Board with insight into whether the desired culture is being upheld. Where behaviours or decisions appear inconsistent with these principles, the Board addresses this through direct engagement with management, reinforcement of performance expectations, and where appropriate, adjustments to incentives or responsibilities.

The Group’s individual business units have staff manuals which set out, amongst other things, policies and procedures for Equality & Diversity, Modern Slavery, Anti Bribery, Anti-Tax Evasion and Whistleblowing setting out channels for confidentially reporting and escalating any concerns to the Board.

Additional information setting out how Company’s culture is fostered, supported and disseminated through its onboarding programme is set out in the disclosures to Principle 5 further below.

3. SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS

The Board strongly believes in transparency and an open-door policy towards shareholder communications. It aims to provide fair and objective reporting and seeks to ensure its strategy, business model and performance are clearly communicated and understood through its half year and full year reports. Past and present versions are published on the Company’s website –www.softwarecircle.com/reports-downloads.

Given the stage of the Company’s development, its AGM provides the key opportunity for dialogue with shareholders. All members of the Board attend the AGM. A Notice of AGM is circulated to all shareholders on the register at least 21 days in advance of the AGM.

The Chair and Company Secretary go to additional lengths to identify and communicate with major shareholders whose holding is via nominee accounts, encouraging attendance at the AGM, voting and shareholder feedback and engagement. Both the Chair and CEO also meet on an adhoc basis with significant and major shareholders and provide feedback to the Board. During the year under review, topics discussed included AI adoption and disruption risk, the competitive landscape, long-term economics and stock price developments.

The number of proxy votes received for each vote are announced at the AGM and the results of the AGM are announced and published on our website.

Appropriate contact details are provided on all announcements and the Company Secretary’s contact details are set out on the website for shareholder enquiries.

The Company does not presently have significant representation from traditional institutional investors. However, at an appropriate juncture it will seek to develop this area with the support of its broker, Allenby Capital.

Qualitative reporting of the Company’s environmental and social matters is included in the disclosures to Principles 4 and 5 below. Whilst no quantitative measures are presently conducted or presented, this remains under review and proportionate, and decision-useful disclosures will be included in future reporting where considered relevant to investor needs and expectations.

4. TAKE INTO ACCOUNT WIDER STAKEHOLDER INTERESTS, INCLUDING SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES, AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS

The Company actively engages with its wider stakeholder base to enhance decision-making, align interests and balance the needs of all stakeholders. In doing so, it remains focused on its primary responsibility: to promote the long-term success of the Company for the benefit of its members as a whole. This is achieved through the execution of its strategy and business model, as outlined in the disclosures under Principle 1 of the Code above.

The Board believes the environmental and social matters most material to the Company having regard to its purpose, strategy and business model include employee wellbeing and retention, cyber security and technological change. Further information in relation to wider stakeholders and the environment and risks which the Board took account of in making key decisions are set out in the Principal Risk and Uncertainties and S.172 Companies Act 2006 Statement sub sections of the Strategic Report section on pages 23 to 27 of the Group’s 2026 Annual Report.

Employees

The Company regularly engages with its employees via a number of practices and procedures. Team members are able to give valued feedback on the working environment and other stakeholder insights through, for example:

• on-line message boards and forums as well as third party applications and business communication platforms. Use of such platforms came into sharp focus during the pandemic and now continue to support homeworking;
• monthly face to face and virtual meetings between the Company’s CEO, Portfolio Operations Manager and business unit team leaders; and
• the Company’s annual two-day conference.

The Company aims to foster a culture that promotes a healthy work-life balance, drives team motivation and rewards success. This is achieved by focusing on key objectives and actively involving team members in developing meaningful lead and lag measures that influence and predict the achievement of those key objectives. These measures enhance accountability and create a feedback loop that recognises achievements, with success rewarded through bonus schemes linked to EBITDA and recurring revenue growth.

The Company believes the best way to achieve alignment with its staff and encourage them to think and act like owners is to help them become owners. During the year, invitations were made under a “Save As You Earn” Scheme which allows UK employees to save monthly over a three-year period and then purchase shares in the Company at a pre-agreed price. Additional share-based incentive plans remain under review.

Customers and Suppliers

The Company has a customer centric approach to delivering value by being in constant communication with customers to ensure it is ahead of any changes. The Group business units invest in customer service software and infrastructure to support feedback from these stakeholder groups and monitor and measure internal targets for response times and quality. Regular customer surveys are undertaken to measure Net Promoter Scores and customer satisfaction.

The Group’s business units operate in different sectors and are run in a decentralised way by their own senior management teams which are responsible for engaging with customers and suppliers through events such as exhibitions, roadshows, conferences, on site visits and remote sessions. Direct feedback and responses to initiatives such as on-line polls and votes have shaped key strategic and operational decisions around important aspects of our businesses, ranging from pricing to environmental policies and considerations.

Environment

The Company is conscious of the environmental impact of the industries that its business units operate in. We seek to mitigate and minimise the Company’s impact on the environment through practices and procedures appropriate to each business unit.

As part of our commitment to responsible corporate governance, we are mindful of the environmental impact of our digital infrastructure, including the hosting environments that support our software platforms. Where possible, we prioritise data centre providers that demonstrate strong environmental credentials, such as the use of renewable energy sources, high energy efficiency ratings, and carbon reduction initiatives. We continue to assess the sustainability of our hosting arrangements as part of our broader ESG strategy and intend to refine our approach over time to align with best practices and reduce our overall environmental footprint.

5. EMBED EFFECTIVE RISK MANAGEMENT, INTERNAL CONTROLS AND ASSURANCE ACTIVITIES, CONSIDERING BOTH OPPORTUNITIES AND THREATS, THROUGHOUT THE ORGANISATION

Principal risks and uncertainties faced by the Group are set out on pages 23 to 24 of the Group’s 2026 Annual Report.

The Board’s risk appetite is centred on the preservation and long-term growth of shareholder capital with a focus on Operating Cash Flow Per Share. Risk is assessed primarily in relation to the durability and predictability of future cash flows. In evaluating strategic and operating decisions, the Board considers a broad range of risk factors, including competitive dynamics, technological disruption (including AI), regulatory developments and operational execution risks.

Balance sheet leverage is a key expression of risk appetite. The Board maintains a conservative approach to debt, calibrating leverage levels to the resilience of underlying cash flows and maintaining sufficient headroom to withstand adverse scenarios.

Overall, the Board is willing to assume measured risk where there is a clear, risk-adjusted return, but avoids exposures that could impair long-term capital compounding. This is reflected in the Group’s internal policy towards acceptable levels of debt leverage.

The Board is responsible for establishing and maintaining the Company’s system of internal control, which is designed to meet the particular needs of the Company and mitigate the risks to which it is exposed. The system is designed to manage these risks, to provide reasonable, but not absolute, assurance against material misstatement or loss, and to maintain proper accounting records to ensure the integrity of the financial information used within the business and for external publication.

The Board reviews the effectiveness of the system of internal control and considers whether the Company’s internal controls processes would be significantly enhanced by an internal audit function and has taken the view that at the Company’s current stage of development, this is not required. The Board will continue to review this matter each year.

The Board considers that the internal controls in place are appropriate for its size and resources, its activities and the risk profile. The key elements of the control system in operation are:

• The Board meets regularly to consider matters reserved to it and has put in place an organisational structure with clear lines of defined responsibility and with appropriate delegation of authority to manage risk. Board papers include a comprehensive CEO’s report covering a wide range of KPIs consistently applied across all business units, Red Amber Green (RAG) reporting against valuations models and pre acquisition expectations and Return On Sales (ROS) benchmarking that dictates the operational focus for each business unit, that in turn forms the basis of the operational focus set out in a ‘Playbook’ for each business unit’s senior management team to then execute.
• The Executive Directors meet prior to each full Board to discuss risks and opportunities facing the Group’s various business units.
• The CEO meets regularly, sometimes daily and at least bi-weekly, with the senior management team of each business unit, providing an opportunity to consider operational risks faced and provide stakeholder feedback from across the Group’s operations.
• Steering groups are established to enable business unit leaders to share learnings and best practice in relation to key risks and opportunities such as AI and other emerging technologies;
• The Group maintains a consistent framework of cyber and platform security controls across its decentralised portfolio, including regular independent penetration testing, internal and external security audits, defined access controls and data encryption and tested incident response and business continuity procedures, with many operating companies holding Cyber Essentials certification and, in some cases, ISO 27001 accreditation of their information security management systems.
• Group wide surveys are undertaken to identify areas of focus and resources available and support impact assessment;
• An organisational structure exists with defined roles and accountability. A culture is fostered which encourages entrepreneurial decision making while minimising risks. A key component of this is a comprehensive onboarding programme undertaken with the senior management team of each business acquired which includes:
  • the development of a 100 day plan to address, amongst other things, due diligence findings;
  • preparation of a financial budget and the plumbing in of the business unit’s accounting platform to the Group’s central reporting platform;
  • building reporting processes, procedures and infrastructure for benchmarking KPIs and Monthly Recurring Revenue (MRR) metrics that the Group applies consistently across all business units to measure operational performance; and
  • development of a Strategy map and operational ‘Playbook’ based on a RASCI model (setting out who is Responsible, Accountable, Supporting, Consulted and Informed for particular ‘Milestones/Tasks’) which sets Objectives and Key Results (OKRs) agreed with the Management teams to measure the success of a financial year, align future objectives, identify operational efficiencies, evaluate pricing and determine where organic investment should go.
• The Company has information systems for monitoring its financial performance against approved budgets and forecasts.
• A collaborative risk register is maintained setting out the processes and actions the Company has in place to mitigate each risk. All members of the Board are encouraged to propose additions to the risk register review of which is a standing agenda item at two Board meetings each year.
• The Audit Committee receives reports from the external auditors on a regular basis and from Executive Directors of the Company. Further information regarding the Audit Committee composition and duties and its review of auditor objectivity, independence and performance is set out in the disclosures to Principle 7 of the Code further below.
• The Group retains an insurance broker and maintains appropriate insurance cover in respect of actions taken against Directors. The Group’s individual business units maintain insurance in respect of material loss or claims against them and the risks they face. The types of cover and insured values are reviewed annually.

As a predominantly office-based business with a relatively low environmental footprint, our direct exposure to climate-related physical risks is limited. As such we don’t presently have a nominated individual with specific oversight in this area and the Board as a whole takes responsibility for climate related risks and opportunities. We recognise the importance of understanding and managing climate-related risks as part of our broader risk management framework, both to ensure operational resilience and to meet stakeholder and regulatory expectations. Such risks are assessed as part of the Company’s risk register review process twice a year.

Given our size, we are not presently required to assess climate-related risks in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework, however this will remain under review. Whilst climate risks are currently assessed as low impact relative to our operations, we remain committed to ongoing monitoring and ensuring that our approach remains appropriate as the regulatory and risk landscape evolves.

6. ESTABLISH AND MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR

The make-up of the Board is reviewed on an ongoing basis in light of the Company’s development, requirements and resources. Periodic refreshment occurred during FY24 with the previous Chair Jan Mohr and Non-Executive Director Conrad Bona stepping down at the 2024 AGM after nine years on the Board. In parallel, Matthias Riechert became Chair, Simon Barrell became Senior Independent Non-executive Director and Brad Ormsby and Marc Maurer joined the Board as Non-Executive Directors bringing experience in serial acquirers as CFO and COO respectively.

Whilst the Board presently has diversity in nationalities, socio-economic backgrounds and educational and business attainment and experience we are mindful of the absence of ethnic diversity and gender balance. The Board is committed to continual assessment of its composition as the Company evolves, and levels of diversity remain a key consideration in succession planning.

The Board currently comprises four Non-Executive Directors (including the Chair) and three Executive Directors. Director’s biographies are set out on pages 28 to 29 of the Group’s 2026 Annual Report.

Historically, all Directors were subject to election by shareholders at the first Annual General Meeting after their appointment and article 32 of the Company’s articles of association requires anyone who has been in office for three years without re appointment to seek re-election. In line with the Code the Company has chosen to give shareholders the opportunity to vote for directors’ continuing appointment on an annual basis.

The Company’s Chair, Matthias Riechert, is a founder and Director of P&R Investment Management Limited, which is investment advisor to Axxion SA, the Investment Manager of the P&R Real Value alternative investment fund, which is a significant shareholder in the Company with 12.68% / 49,443,143 shares. Marc Maurer, Non-Executive Director, is COO of Chapters Group AG which is a significant shareholder in the Company with 9.81% / 38,259,908 shares. Given their respective positions with P&R Investment Management and Chapters Group the Board does not consider Mr Riechert and Mr Maurer to be independent for the purposes of the Code.

To ensure transparency, disclosure and independent oversight into matters relating to P&R Real Value or Chapters’ investments in the Company, a sub-committee of the Board, excluding Mr Riechert and Mr Maurer is formed to make decisions regarding any matters either shareholder would have an interest in. All other Non-Executive Directors are considered independent on the basis that they receive a fixed fee for their services, do not participate in any performance-related remuneration schemes, do not have any interest in a company share option scheme and have no material financial relationships with the Company.

Whilst the composition of the Board does not meet the Code’s requirement for half of the Board to be made up of independent Non-Executive Directors, it does meet the Code’s requirement for at least two independent Non-Executive directors. The Board considers its composition appropriate at this time given the sub-committee oversight structure in place and the expertise of the non-independent Board members and their alignment with the Company’s wider shareholder base.

All Board members are required to review their affiliations, relationships and business interests on an ongoing basis and report to the Board any matter which may compromise their objectivity or impartiality in decision-making or affect their independence.

To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. A rolling programme of Board meetings is maintained throughout the year together with adhoc meetings as the Company’s requirements demand.

All Executive Directors are full time and required by the terms of their service agreements to devote all of their working hours to the Company’s operations and not to any other trade, business, profession or occupation. Non-Executive Directors appointments require them to devote such time as is necessary for the proper performance of their duties, including for preparation for and attendance at all Board meetings, Board strategy away-days the Company’s AGM and meetings of the Audit and Remuneration committees they are members of. Non-Executive Directors are required to obtain the agreement of the Board before accepting additional commitments that might affect the time available to devote to being a Non-Executive Director of the Company or give rise to a conflict of interest or a conflict of any of their duties to the Company.

Each Director’s attendance records in the year under review is as follows:

	Board meetings	Audit Committee meetings	Remuneration Committee meetings	Investment Committee meetings
Matthias Riechert (Chair) A, R	6/6	2/2	2/2	3/3
Simon Barrell (Senior Independent Non-Executive Director) A, R	6/6	2/2	2/2	–
Brad Ormsby (Non-Executive Director) A, R	6/6	2/2	2/2	–
Marc Maurer (Non-Executive Director)	6/6	–	–	3/3
Gavin Cockerill (CEO)	6/6	–	–	–
Iain Brown (CFO)	6/6	2/2*	–	–
Richard Lightfoot (Director & Company Secretary)	6/6	2/2*	–	–

*Attended by invitation

Committee Membership: A denotes Audit, R denotes Remuneration, bold denotes Chair of the relevant committee

The Company Secretary reports directly to the Chair on governance matters. The Board believes that Richard Lightfoot’s appointment as Director and Company Secretary is appropriate at this stage of the Company’s development and given its requirements and resources. This arrangement is assessed on an ongoing basis and separation of duties will be implemented as appropriate.

7. MAINTAIN APPROPRIATE GOVERNANCE STRUCTURES AND ENSURE THAT INDIVIDUALLY AND COLLECTIVELY THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES

The Board

The Board is responsible to shareholders for the proper management of the Group, including overall Group strategy, approval of capital allocation, consideration of significant financing matters and approval of Annual and Interim results and budgets.

The Executive Directors have responsibility for the day-to-day operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent objective judgement to Board decisions.

All Directors are supplied with the Company’s Continuing Obligations memorandum which is reviewed and updated as required. The memorandum sets out and explains the Director’s responsibilities and obligations under the AIM Rules, the Market Abuse Regulation and other wider applicable legislation.

A formal schedule of all matters reserved for Board decision is maintained and reviewed when required (last updated December 2024) covering:

• Setting and review of strategy and performance;
• Structure and capital;
• Maintenance of financial reporting and controls;
• Maintenance of internal control and risk management systems;
• Material contracts;
• Investor relations and regulatory communications;
• Constitution of Board membership and other appointments;
• Setting of Directors and Senior Management remuneration;
• Delegation of authority amongst the Board and its Committees;
• Implementation of Corporate Governance; and
• Approval of policies.

The Board maintains a rolling scheduled programme of Board meetings each year aligned with relevant events in the Company’s financial and trading calendar. Additional meetings are held as and when required.

A formal agenda is prepared for each meeting noting any unresolved matters from prior meetings. Board papers, including a CEO’s report and KPIs, and CFO’s report are circulated in advance and minutes are circulated following each meeting recording actions arising.

Non-Board members are also invited to attend on occasion to participate in relevant Board discussions.

Governance is aligned at business unit level through establishing a schedule of matters reserved for subsidiary board decision together with provision of on-line dashboards that provide a Red, Amber, Green (RAG) rated warning system and ensure alignment of operations through a continual focus on standardised KPIs. Business unit board meetings are held quarterly and management meetings held monthly, providing an opportunity to reinforce the governance framework. In the year under review, additional controls and policies were introduced and steps taken to reinforce awareness of, and strengthen, payment protocols across the Group including additional employee training, stricter multi-level verification procedures and enhanced fraud detection measures following an attempted push payment fraud that was ultimately averted.

Chair and Chief Executive Officer

The differing roles of Chair and Chief Executive are acknowledged and there is a clear division of responsibility at the head of the Company.

The key functions of the Chair are: to oversee the adoption, delivery and communication of the Company’s Corporate Governance model; the effective conduct of Board Meetings and meetings of shareholders; to ensure that all Directors are properly briefed in order to take a full and constructive part in Board discussions; and to ensure the Group has appropriate strategic focus and direction.

The Chief Executive has responsibility for leading the implementation of agreed strategy and managing the day-to-day operations of the Group.

Committees

The Board has established an Audit Committee, a Remuneration Committee and an Investment Committee. In view of the size of the Company there are no formal Nomination or Corporate Governance committees, however these arrangements will remain under review.

The Audit Committee comprises Simon Barrell (Chair, independent), Brad Ormsby (independent) and Matthias Riechert (non-independent). The Remuneration Committee comprises Matthias Riechert (Chair, non-independent), Simon Barrell (independent) and Brad Ormsby (independent). Independent members of each committee represent a majority consistent with the Code. The Board notes the Remuneration Committee is chaired by the non-independent Chair. This pre-dates the Company’s policy that moving forwards only independent Non-Executive Directors join the Audit or Remuneration Committees and will be amended at an appropriate juncture. The Investment Committee presently comprises the Chair and Marc Maurer.

The Audit Committee’s principal tasks are to review the scope of external audit, to receive regular reports from the auditors, and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on legal requirements and accounting standards as well as areas of management judgement and estimation.

The Audit Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The Audit Committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Group’s internal control and risk management systems and processes. The Audit Committee meets at least twice a year including immediately before the submission of the Annual Financial Statements to the Board.

The Audit Committee also undertakes a formal assessment of the auditors’ independence each year which includes:

• a review of the non-audit services provided to the Company and related fees;
• discussion with the auditors of a written report detailing all relationships with the Company and any other parties that could affect independence or the perception of independence;
• a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner;
• obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out on page 75 of the Group’s 2026 Annual Report.

The Audit Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work.

Ultimate responsibility for reviewing and approving the Annual and Interim financial statements remains with the Board and a statement of Directors’ responsibilities in respect of the accounts is set out on page 34 of the Group’s 2026 Annual Report.

The Remuneration Committee meets at least once a year and is responsible for making recommendations to the Board on the Company’s framework of Executive remuneration and its cost. The Remuneration Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation payments. It also considers and oversees the implementation of any share incentive schemes.

The Board itself determines the remuneration of the Non-Executive Directors.

A Directors’ Remuneration report is set out on pages 50 to 52 of the  Group’s 2026 Annual Report.

The Investment Committee provides quality control to the Executive Directors in relation to acquisition opportunities. It is responsible for reviewing deal summaries and valuation models prepared by the Executive Directors and ensuring that investments fall within pre-determined ‘Guardrails’ which include:

• Target is UK/IE based;
• Target has a clearly defined niche market;
• Majority of revenues are recurring in nature, a minimum of £500k per annum;
• Valuation multiple → up to 7x (aEBITDA);
• Logo churn < 10%;
• Customer concentration as % of recurring revenue is low;
• Number of customers > 30; and
• Historically profitable – Stable or growing aEBITDA over the last three years.

The Investment Committee meets on an adhoc basis as the Company’s dealflow requires. Any changes to the Guardrails or proposed deals that fall outside of the Guardrails require the approval of the Board.

The Board considers that all of its Directors are of sufficient competence and calibre and between them provide an appropriate and effective balance of skills and experience, including in the areas of retailing, wholesaling, marketing, software development, ecommerce, AI, cyber security, finance and mergers and acquisitions. Directors’ biographies are set out on the website and the names, qualifications and backgrounds of each of the Directors are disclosed within the Directors section on pages 28 to 29 of the Group’s 2026 Annual Report.

The Directors ensure that their skills are kept up to date by the attendance of courses, briefings from professional advisors and reading relevant industry and professional publications.

The Board is supported, where necessary, by its external professional advisers. The Board continually reviews the performance of third-party advisers to ensure they are the most effective business partners for the Group. Our Auditors were last changed in July 2017. The Group’s audit was put out for tender in August 2023, the result of which was to retain the existing auditors. Directors have access to advice and services of the Company Secretary and there is a procedure for all Directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Group.

The Company Secretary provides all new Directors with a comprehensive onboarding pack and on an ongoing basis Directors are provided with updates on key developments relating to the Company and legal and governance matters including advice from the Company’s nominated adviser, lawyers and other advisors.

8. EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT

The Chair assesses the individual contributions of each of the members of the team to ensure that:

• they are performing their roles and carrying out their responsibilities to the highest standards;
• their contribution is relevant and effective; and
• where relevant, they have maintained their independence.

The Board conducts periodic internal reviews of its effectiveness as a whole. The process is pragmatic and proportionate to the size and complexity of the organisation and typically involves open discussion among directors regarding Board composition, information flow, and decision-making effectiveness.

Following a review and internal assessment of Board composition and future strategic requirements during FY24, a number of changes to Board composition were planned and the Company subsequently appointed two new directors, Brad Ormsby and Marc Maurer, to strengthen the Board’s expertise and support the next phase of development. The Board regularly assesses its composition, effectiveness, and skill coverage through ongoing discussion and evaluation of strategic oversight, decision-making processes and alignment with the Company’s long-term objectives with consideration given to:

• Quality of strategic oversight and capital allocation discipline;
• Depth and constructiveness of Board debate and challenge;
• Industry understanding, particularly in vertical market software, AI and the execution of a serial acquisition strategy;
• Attendance, preparation and engagement levels;
• Effectiveness of committee oversight (where applicable); and
• Alignment with shareholder interests and long-term value creation.

Individual contributions are considered in the context of expertise, independence of thought, and participation in Board deliberations.

External advisers were last engaged to provide outside views to the Board evaluation process in FY23. Given the Company’s size and stage of development and the recent re-composition of the Board, a further externally facilitated Board review process is presently not scheduled. The Board keeps this under periodic consideration and may engage an external facilitator as the organisation grows in scale and complexity.

Presently and given the size of the Company, there is no formal Nomination Committee. Appointments to the Board and succession planning are considered by the Board as a whole and are made on merit against objective criteria relating to the skills, knowledge and expertise required, and with due regard for the benefits of diversity on the Board and requirements of the Company.

9. ESTABLISH A REMUNERATION POLICY WHICH IS SUPPORTIVE OF LONG-TERM VALUE CREATION AND THE COMPANY’S PURPOSE, STRATEGY AND CULTURE

Primary components of the Company’s Remuneration policy are two management bonus schemes which directly link to and support the Company’s purpose of being a leading serial acquirer and operator of VMS businesses.

Personnel in the Group’s mergers and acquisitions team participate in an M&A Bonus based on deemed value creation achieved in respect of acquisitions made, determined by reference to growth in an internal estimate of post-acquisition value of those companies and the price paid for them.

Personnel in the Group’s operations team participate in an Operations Bonus that is based on the aggregate organic growth of sustainable earnings (EBITDA) of companies acquired.

Remuneration for senior members of the Executive Management team is aligned to long term value creation through two share option schemes under which options granted in 2023 can be exercised from September 2028 and September 2030.

At business unit level, remuneration is aligned through bonus schemes based on EBITDA and ARR growth in turn linking performance to the internal quality score metric that measures year-on-year recurring revenue and EBITDA growth with 40 being an industry standard indicator, showing a healthy balance between growth and profitability.

Our Save As You Earn Scheme was introduced to further support one of our purposes, being to maintain an entrepreneurial spirit and culture and providing a permanent home for the teams and management talent that join the Group.

Whilst the Code’s application of Principle 9 is for separate votes on the Company’s remuneration report and remuneration policy, the Board does not feel that a separate vote on the remuneration policy is proportionate for a company of our size and instead holds a single advisory vote on its remuneration report (inclusive of the remuneration policy), details of which are set out on pages 50 to 52 of the  Group’s 2026 Annual Report.

10. COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

The Board places a high priority on clear, fair and objective reporting with its various stakeholder groups.

Challenges experienced in the year and the manner in which the Company addressed them are set out in Chair’s and Chief Executive’s statements on pages 2 to 4 and 8 to 15 of the Group’s 2026 Annual Report. The Board structure and governance processes are set out in the disclosures to Principle 6 of the Code set out above.

The Company is presently of a size that it attracts limited analyst attention and does not support having a dedicated investor relations department. To that end, company announcements are the main source of information.

The Chair communicates directly on an adhoc basis with major shareholders, and the CEO and CFO make regular presentations to both existing and prospective shareholders.

Internally, the Company’s governance and performance is disseminated to business units through on-line dashboards with business unit management meetings held monthly and Board meetings held quarterly.

The Group’s website is regularly updated and, in addition to the Corporate Governance Statement, sets out past and present Annual Reports and Accounts (including audit remuneration committee reports), Interim Reports and Accounts, Shareholder Circulars and Notices and all Company Regulatory News Service announcements.

The result of voting in the 2026 AGM is presented as follows:

Resolutions	* For	Against	Withheld
1. To receive the Company’s Annual Accounts	279,305,690	0	64
2. To approve the Company’s Remuneration Policy and the Directors’ Remuneration Report	275,249,424	4,055,061	1,269
3. To re-elect Matthias Siegfried Riechert as a Director	276,019,291	3,286,428	35
4. To re-elect Simon Gregory Barrell as a Director	279,305,719	0	35
5. To elect Bradley Leonard Ormsby as a Director	276,019,291	0	3,286,463
6. To elect Marc Kay Maurer as a Director	279,305,719	0	35
7. To re-elect Gavin Graham Cockerill as a Director	279,305,719	0	35
8. To re-elect Iain Stewart Brown as a Director	279,305,719	0	35
9. To re-elect Richard Alan Lightfoot as a Director	279,305,719	0	35
10. To re-appoint RSM UK Audit LLP as auditors of the Company	279,305,719	0	35
11. To authorise the Company to replace the existing authority to allot shares and to grant rights to subscribe for or convert any security into such shares	279,255,700	54	50,000
12. To disapply statutory pre-emption rights	275,835,448	3,420,306	50,000
13. To authorise the Company to make market purchases of its own shares	279,305,719	35	0
14) To approve the reduction in the share premium account (“Capital Reduction”).	279,305,481	54	219

*including any votes giving discretion to the Chair

02 September 2026