Corporate Governance

The Board recognises that culture directly affects service quality, customer trust, regulatory compliance and long-term performance. The Group promotes a culture grounded in integrity, accountability, trust, and high-performance execution, reinforced through recruitment, onboarding, ongoing training and leadership behaviours. Policies and controls support ethical conduct, including anti-bribery and corruption, whistleblowing, data protection, and social media standards, alongside a robust approach to market conduct (including a share dealing code aligned to AIM requirements and UK MAR). The Group also adopts a zero-tolerance approach to discrimination and expects equivalent standards across its supply chain. Board oversight includes monitoring engagement, feedback channels and how values translate into operational decisions.

The Group will maintain active, two-way engagement with institutional and private shareholders, led day-to-day by the Chairman and CEO, with the Chairman also supporting governance-related dialogue where appropriate and with the CEO, Jakir Chowdhury, being the Director with overall responsibility for communication with shareholders. The Group’s broker, Allenby Capital Limited, also serves as a point of communication for shareholders.

Shareholders will be kept informed via RNS announcements, half-year and annual reporting, investor presentations (including digital formats), and the AGM as a key forum for discussion and accountability. Voting outcomes will be monitored carefully; where there is material dissent, the Group will engage with shareholders to understand concerns and respond appropriately. Where applicable, relationship agreements and governance protections are used to ensure fair treatment of minority shareholders and appropriate management of potential conflicts.

Details on how shareholders can contact the Company can be found on the Shareholder Information and Contact us pages of this website.

The Board believes long-term success depends on balancing shareholder returns with the interests of customers, employees and suppliers/partners. As a technology services provider, the Group focuses on stakeholder outcomes such as: reliable delivery and support for customers; skills development, progression and inclusion for employees; and high standards and transparency across key suppliers (including critical hardware and cloud/software partners). The Director responsible for communication with stakeholders is the CEO, Jakir Chowdhury, who relays feedback to the Board, which is then taken into consideration when evaluating strategy. The Group engages with, and receives feedback from, its stakeholders using a variety of methods, such as, inter alia, the following:

Shareholders

• (See 3 above)

Employees

• Regular management meetings and operational briefings, where team members are updated on business performance and strategic developments.
• Regular staff appraisals where staff are encouraged to feedback on company related policies and values and environment.
• Microsoft Teams based portal and WhatsApp groups for news sharing and general communication.
• Cross-functional collaboration, particularly between engineering, product development and commercial teams across the Catena, Audra and digital applications businesses.
• Direct communication with senior management, with a flat communication hierarchy allowing employees to provide feedback and raise operational issues.

Customers

• Direct account management and support interactions, particularly within Catena and Sohoj, where enterprise and telecom customers engage directly with technical and operational teams.
• Technical onboarding and implementation discussions for Catena platform deployments.
• Customer support and service channels, including ticketing systems, for Carnival Internet and Sohoj.
• Product feedback and development discussions, where customers provide input into product roadmaps and feature development for Catena and Audra.

Suppliers

• Operational and technical coordination, particularly with cloud infrastructure providers and connectivity partners.
• Contractual and commercial engagement, including periodic review meetings to assess service delivery and performance.
• Project collaboration, where suppliers work alongside internal development and operations teams.

Environmental and social considerations are embedded through pragmatic measures such as minimising unnecessary travel, optimising office footprint, and using digital-first processes – alongside targeted community and charitable support where employees choose to participate. The Group commits to improving the quality of its ESG reporting and stakeholder engagement disclosures as it scales.

The Group operates a structured risk management framework that considers both threats and opportunities, particularly those relevant to software and hardware services (e.g. cyber security, data privacy, service continuity, supply chain resilience, vendor concentration, talent retention, and execution risk on major deployments). While the nature of the Group’s business model results in limited exposure to climate-related risks, the Board recognises their importance and continuously assesses potential risks and impacts. A risk register is maintained and reviewed regularly, with mitigation actions tracked and refined as the business evolves. The Audit Committee will lead formal oversight, ensuring material proposals include a clear risk assessment and that specialist external advice is used where appropriate. It will also be responsible for ensuring auditor independence during reporting cycles. The finance function reviews control effectiveness regularly (including monthly monitoring), with the Board conducting at least an annual effectiveness review of the internal control environment. Details of certain risks that the Directors consider relate to the Group can be found in Part III of the Admission Document.

The Board is structured to provide both effective leadership and independent challenge appropriate for an AIM company, with a balance of Executive and Non-Executive Directors with the necessary mix of experience, skills and capabilities to inform and oversee the Group’s strategy for the benefit of shareholders over the medium to long-term. The Board comprises three Executive Directors – being Mahbubul Matin (Executive Chairman), Jakir Chowdhury (CEO) and Mohammad Monsurul Hoq Sazzad (CFO) – and three Non-Executive Directors, being Jonathan Kini (who is the Senior Independent Director), Ashley Paxton and Meriel Lenfestey. All of the Non-Executive Directors are deemed to be independent. Biographical details of the Directors, detailing their experience and skills, can be found in the ‘Board of Directors’ section above. Details of the service agreements and appointment letters of the Directors, including their time commitments, are set out in paragraph 8 of Part VIII of the Admission Document.

Decision-making encourages constructive challenge, open debate and rigorous scrutiny of proposals. Directors are appropriately briefed on AIM obligations and governance responsibilities, and the Board will meet at least six times per year (and more frequently when required by transaction or operational needs), with a minimum of two meetings being held in person. The Board keeps its size and composition under review as the Group grows, ensuring it remains properly resourced. The Remuneration Committee intends to use share options as a way of incentivising Directors and key employees, with the Share Option Plan having been approved by shareholders at an Extraordinary General Meeting held on 8 May 2026.

The Board maintains a governance framework suited to a growing listed technology business and there is a formal schedule of matters reserved for the Board. There is a clear division of responsibilities between the Chairman, the CEO, the Senior Independent Director and the Non-Executive Directors as detailed in the ‘Responsibilities of the Board of Directors’ section above. The Board is supported by the Audit Committee and Remuneration Committee as described in the ‘Board Committees’ section above. Further details on the roles and responsibilities are set out in Part VII of the Admission Document.

Collectively, the Directors bring relevant experience across technology services, operational scaling, finance, risk, and public company governance, and the Board routinely reviews skills, independence, diversity (including gender balance) and succession planning to ensure continuing relevance. Directors will receive ongoing training where needed, including updates on AIM Rules, market conduct and emerging risks such as cyber and regulatory change. Independent advisers (legal, financial, PR/IR and specialist consultants) are available to complement internal expertise.

The Board will continually monitor and evolve the governance framework as the Group develops and key updates to the governance framework will be included in future QCA Code compliance statements.

The Board will undertake an annual evaluation of the Board, its committees and individual Directors against clear objectives linked to strategy, governance priorities and the Group’s stage of development. The Executive Chairman will lead the review process, discussing outcomes collectively and individually, identifying any capability gaps, training needs, committee changes or improvements to Board processes and information flow. As the Group grows in complexity, the Executive Chairman will consider periodic external facilitation to strengthen objectivity and align with best practice. Any findings will be used to support governance improvements and inform succession planning.

The Group’s remuneration framework aims to attract and retain high-calibre leadership in competitive technology markets while aligning pay with sustainable shareholder value creation. The Remuneration Committee oversees policy design and outcomes, ensuring executive pay is proportionate and performance-linked, typically combining salary, annual incentives tied to financial and non-financial KPIs, and longer-term equity-based incentives that vest over multiple years to support retention and alignment. Measures reflect strategic priorities such as recurring revenue growth, customer satisfaction/service performance, operational delivery quality, and disciplined cash management. Non-Executive fees are structured as fixed fees to preserve independence, and remuneration reporting is provided transparently within annual disclosures for shareholder review. The Company will include a remuneration report in its annual report and accounts and this will be put to an advisory vote at annual general meetings.

The Group is committed to transparent, timely and accessible communication consistent with AIM obligations, using RNS announcements for material information and maintaining clear reporting through interim and annual reports, including a detailed corporate governance statement explaining how the QCA Code is applied. The AGM remains a key engagement point, supported by regular meetings and presentations with investors and analysts, and the Group will enable access through online formats where appropriate. This website hosts announcements (including announcements of the voting results of shareholder meetings), reports, governance documents and presentations, supported by a designated investor relations email address to facilitate dialogue and feedback from shareholders and other stakeholders.