Chapel Down : Annual Report 2025 (9784 Chapel Down Group Plc Annual Report 2025 FINAL WEB)

ANNUAL REPORT 2025

OUR MISSION

TO CHANGE THE WAY THE WORLD THINKS ABOUT ENGLISH WINE

OUR VALUES

Approachable, inclusive and open-minded

Accountability for delivery, as individuals and as a team, with a focus on sustainability

Driven by our bold mission to change the way the world thinks about English wine

Committed to quality and celebrating shared success

Pioneering, embracing challenges and seizing opportunities

CONTENTS

2025 Highlights Chair's Statement At a Glance Strategic Report

Section 172 Statement

Business Risks and Uncertainties Board of Directors

Executive Leadership Team Corporate Governance Statement Audit Committee Report Remuneration Committee Report Directors' Report

Our Customers Accolades & Awards Our Partnerships Harvest Report 2025 Sustainability

Independent Auditors' Report

Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements Company Statement of Financial Position Company Statement of Changes in Equity Notes to the Company Financial Statements Exclusive Shareholder Benefits

Get In Touch

Our Directors and Advisors

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2025 HIGHLIGHTS

FINANCIAL

+19%

NSR 2025: £19.4m

(2024: £16.4m)

OPERATIONAL

2.6m

Bottles expected to be produced from the exceptional quality 2025 harvest

MARKET

47%

Sparkling Wine penetration in the UK with headroom to grow. (France: 78%;

UK Still Wine 64%)

+9.0%

NSR CAGR FY22-FY25

£

£3.7m

Adjusted EBITDA growth of +25% (Excluding Fair Value adjustment to biological produce)

49%

Highest brand awareness in English Sparkling Wine (ESW)2

+1ppt

Chapel Down Market Share1 2025: 36%

(2024: 35%)

50%

People who agree "ESW is high quality"3 (2021: 40%;

Champagne: 58%)

+12%

Growth of ESW in 2025 (Off-Trade)

1. Source NIQ UK Sparkling Wines - 52 w/e 27th December 2025 vs 52 w/e 28th December 2024. (ESW + English Sparkling Wine).

2. Source Savanta, BrandVue, Sparkling Wine drinkers, MAT End December 2025.

3. Source: IWSR Sparkling Wine Survey June 2025.

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4.7

Tripadvisor Score, based on 1,272 reviews

4.7

Google Review Score, based on 908 reviews

CHAIR'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

2025 was a year of leadership transition, strategic realignment and focused execution. Together with the Board and new management team, we have been sharpening the delivery

against our three strategic priorities - brand value enhancement, sustainable

channel expansion and disciplined capital management. This has led to significant progress in the year.

The Group delivered double-digit topline growth alongside a return to full profitability in the year. Net sales revenue grew strongly, supported by a strong recovery in the UK Off-Trade due to more consistent stockholding, increased distribution and excellent execution, especially over the

Christmas trading period. We also benefited from significant momentum in the US through our new distribution partner, providing promise in the medium term as we expand

into new international markets. 2025 also saw a return to profitability at profit before tax level and a significant

year-on-year increase in adjusted EBITDA6 through top line growth and continued cost control. We are also pleased with the exceptional quality harvest of 2025 and look forward to sharing these wines with our consumers and shareholders

in the years to come.

Chapel Down's investment case is centred around three priorities:

Brand Value Enhancement - compounding brand equity and desirability through premium positioning and proven investments that support awareness, conversion and repeat purchase.

Sustainable Channel Expansion - scaling distribution and rate of sale across the UK and international markets

alongside investments in our Direct-to-Consumer offering to create diversified and sustained growth.

Disciplined Capital Management - using our existing asset base to build high-quality TMS maturing stocks to sustain demand growth, whilst maintaining a prudent cost base and preserving liquidity headroom under our revolving credit facility.

The ambition of these priorities is to translate operational progress into sustained cash generation and shareholder value over the medium to longer term. Significant progress has been made against all three in 2025.

The Board was pleased to welcome Simon Litherland as an Independent Non-Executive Director during the year. Simon brings highly relevant consumer and beverage experience, notably from his tenure as CEO of Britvic plc, strengthening the Board's oversight of brand, route-to-market and capital allocation priorities.

We welcomed a new executive team with the appointments of James Pennefather as Chief Executive Officer and Louan Mouton as Chief Financial Officer. James brings a wealth

of strategic leadership experience in premium drinks and brand building; supported by Louan's experience in scaling operations locally and internationally and a focus on disciplined capital allocation - capabilities that align closely with our strategic objectives.

This year also saw the adoption of the newly revised QCA Corporate Governance Code. The key changes and our approach to adoption will be set out in the Corporate Governance section of the Annual Report, including enhancements to Board effectiveness, stakeholder engagement and disclosures around risk.

The Board would like to thank our colleagues across the Group for their professionalism and dedication, and the support of our customers, consumers, supply chain partners and advisors. During the year our colleagues refreshed

the purpose and cultural values of Chapel Down and it is pleasing to see these values truly coming to life with the delivery of such good performance. We are also grateful for the continued engagement and support of shareholders, which enables investment behind proven growth drivers.

The Board is excited about the significant opportunity for Chapel Down in a growing English Sparkling Wine category, both in the UK and internationally, and continues to ensure focused execution against our strategic priorities across

the organisation. We look forward to updating you on our progress.

M.A. Spencer

Chair

28 April 2026

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AT A GLANCE

NET SALES REVENUE ("NSR") GROSS PROFIT

17,201

14,999

16,351

20,000

15,000

19,443

7,709

7,918

10,000

(£'000)

7,500

8,911

9,162

(£'000)

10,000

5,000

5,000

2,500

0

FY22 FY23 FY24 FY25

0

FY22 FY23 FY24 FY25

GROSS MARGIN % HARVESTED TONNES

55%

(%)

50%

45%

40%

35%

51% 52%

48%

47%

FY22 FY23 FY24 FY25

4,000

3,000

2,000

1,000

0

3,811

2,882

2,050

1,852

FY22 FY23 FY24 FY25

ADJUSTED EBITDA SALES VOLUME (BOTTLES)

4,000

(£'000)

3,000

2,000

1,000

0

3,561 3,725

3,269

2,985

FY22 FY23 FY24 FY25

2,000

('000)

1,750

1,500

1,250

1,000

1,784

1,405

1,441

1,462

FY22 FY23 FY24 FY25

PRODUCT MIX BY NSR (FY25) CHANNEL SPLIT BY NSR (FY25)

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STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Chapel Down Group Plc is pleased to announce the Group's results for the year ended 31 December 2025.

The principal activity of the Group continues to be the production and sale of alcoholic beverages. A review of the business appears below. Our mission is to change the way the world thinks about English wine.

STRATEGIC UPDATE FROM THE CEO

Chapel Down's strategic ambition is to achieve an equivalent 1% share of the global Champagne market by 2035. We have the assets in place to

be able to achieve this: a vertically-integrated business model with

expertise across viticulture, winemaking, tourism, sales and marketing; a strong team culture; over 1,000 acres of Kent's finest

terroir planted; sufficient winemaking capacity; a brand with market-leading levels of awareness and equity; and scalable financial management ERP systems.

Significant progress was made against this ambition in 2025. For the first time in a single financial year, Chapel Down dispatched more than 1m bottles of TMS wine, representing an equivalent market share of Champagne at c.0.4%

(FY24: 0.3%)2. We are seeing the benefits of investment in the brand and in expanding distribution, which is now attracting new consumers into the category to enjoy our wines across a broader range of consumption occasions.

2025 was a strong year of delivery for Chapel Down. We achieved robust top line growth and returned the Group to profitability, with net sales revenue up +19% to £19.4m, Adjusted EBITDA6 (excluding the fair value adjustment to biological produce) up +25% to £3.7m, and profit before tax of £0.5m. In spite of a tough economic climate, English

Sparkling Wine remains resilient and in growth, with Chapel Down continuing to win share.

I would also like to recognise the commitment of our team members and partners across our value chain. Our vineyard and winery teams maintained consistent high standards and compliance, whilst delivering a truly exceptional harvest; commercial and brand teams executed with discipline

and focus; and our growers, suppliers, logistics providers and distributors provided effective support. This enabled us to deliver exceptional quality wines to our customers and consumers.

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STRATEGIC REPORT

STRATEGIC UPDATE FROM THE CEO

(CONTINUED)

Update on progress made towards our Strategic Priorities:

1. Brand Value Enhancement

   We are building a globally-recognised and desirable sparkling wine brand with a clear sense of place and strong association with key celebration occasions. Our brand continues to achieve broader recognition among sparkling wine consumers as a modern British luxury brand, reaching 49% awareness in 20251, supported by increased investment in digital, PR and experiential activity. During the year we generated c.47m media impressions (+31%), grew to c.141k social followers (+11%), increased our consumer database

   to c.120k (+19%), and welcomed c.54k visitors to our brand home - all of which increase conversion and repeat purchase. We have also made tactical investments into our brand home that will allow for increased footfall and attracting new consumers in 2026 and beyond.

   Our partnerships - including Royal Ascot, The Boat Race and England and Wales Cricket Board - continue to reinforce Chapel Down's association with premium British celebration.

   Premiumisation within our portfolio remains a core strategic focus. TMS now accounts for 74% of wine NSR in FY25 (FY24: 70%), with progress made on increasing the mix

   of our Kit's Coty luxury single-vineyard range. Our new high-quality plantings at Boxley Abbey (fully productive from 2026) and Buckwell (from 2027) provide further opportunities for premiumisation over the longer term and we look forward to sharing more on this development in due course.

2. Sustainable Channel Expansion

   We are developing and implementing repeatable growth drivers across channels, both in the UK and in key international markets. As the No.1 English winemaker3, we provide thought leadership in the category to expand its wider distribution footprint. Chapel Down's suite of proven growth driver tools ensures that our wines deliver rate of sale where they are listed. Our in-house Customer Service capability delivers operational effectiveness for our customers.

   During 2025, we made significant progress in understanding the role that Chapel Down plays within our customers' portfolios, with clear evidence that the brand is expanding occasionality for high-value sparkling wine and driving trade-up within the sparkling wine category. In addition, there is a clear generational shift as Millennials in particular are increasingly adopting the brand. This in turn opens up more opportunities for Chapel Down to be distributed in outlets where consumers are either enjoying or shopping for more informal celebration occasions.

   Execution of our growth drivers remains focused across channels. In the Off-Trade, we extended our leadership, ending FY25 with a 36% market share, and our sparkling wine consumer sales growth (+16%) outperformed the wider English Sparkling Wine category (+12%)3. The On-Trade

   saw continued expansion of listings and "by the glass" placements that support trial, rate of sale and future range increase opportunities. Internationally, we now have broad US availability via Jackson Family Wines (now 23 states) and a wider Global Travel Retail footprint (c.40 locations), with momentum gains in Norway and the UAE through our distribution partners.

3. Disciplined Capital Management

   During this next phase of our growth, Chapel Down is increasingly leveraging its existing assets - vineyards, winery, maturing wines and engaged employees - to deliver sustained profitable growth and the majority of

   investment in vineyard assets has now taken place providing the agricultural and infrastructure base to support the Company's objectives.

   We are building on our significant investments made in prior years. During the year we progressed the cultivation and establishment of our newer North Downs estates, Boxley Abbey and Buckwell, which remain on track to be fully productive from 2026 and 2027 respectively. This will support mix premiumisation and underpin our growth into the 2030's.

   Our maturing stocks increased, supported by the above average, high-quality 2025 harvest (approx. 2.6m bottles expected to be produced), which provides reserves for future TMS releases.

   We continue to manage our cost base sensibly, supported by prior investments in scalable technology and winery assets; and we maintain liquidity headroom through our

   £20m revolving credit facility with an accordion option to

   £30m, giving flexibility to fund maturing stocks and targeted brand investment while preserving financial discipline.

   Outlook

   Chapel Down has made a strong start to FY26, trading well ahead of the same period in the prior year across all key channels. Increased investment in proven marketing initiatives - including our high-profile sporting and cultural partnerships and expanded digital activity - is already yielding positive results, reinforcing our confidence in the brand's continued momentum. We expect strong sales growth and continued gross margin improvement for the financial year ahead, in line with expectations.

   12

   STRATEGIC REPORT

   STRATEGIC UPDATE FROM THE CEO

   (CONTINUED)

   We do however remain mindful of the broader macroeconomic backdrop. Whilst we are not seeing any immediate impact on trading from the conflict in the Middle East - our proportion of sales in that region is small and UK Easter trading has been in line with expectations -we continue to monitor the potential effect of rising fuel costs on consumer confidence and disposable income.

   Any sustained increase could have an impact on profitability, whilst associated input cost pressures on our viticulture

   and winemaking operations would be more likely to affect cashflow than profitability in the near term.

   Notwithstanding these external uncertainties, the structural demand drivers for English Sparkling Wine remain intact, and Chapel Down's brand strength and distribution platform position us well to continue growing ahead of the category. Our ambition is unchanged: to deliver sustained profitable growth over the medium term, capturing an equivalent of 1% of global Champagne volumes by 2035 (with a target

   of 0.7% by 2030), whilst further cementing our position as the leader in English wine.

   FINANCIAL REVIEW

   • Net sales revenue increased by +19% to £19.4m (FY24: £16.4m). TMS wine, our strategic focus, grew

     +28% to £13.6m (FY24: £10.6m) with over 1 million bottles dispatched.

     Off-Trade

   • The Off-Trade channel delivered a year of strong growth

     +38% to £9.4m (FY24: £6.8m) driven by growing consumer demand and the normalisation of retailer stock levels following last year's one-off destocking.

   • As a result of well-executed campaigns throughout the year, and distribution gains, Chapel Down outpaced the broader English Sparkling Wine category, with sparkling wine sales growing by +16% compared to the category's

     +12% growth3.

   • Distribution momentum remained robust, with total listings increasing +5% to 6,612, supported by new wins across major retailers. Notable additions included the launch of Rosé in Tesco and the introduction of Grand Reserve in Waitrose.

   • These combined gains in distribution and rate of sale helped extend Chapel Down's leadership in the Off-Trade channel with a 36% market share +1 ppt vs FY243.

   • Retailer stockholding levels normalised in FY25, with approximately £1m of FY25 growth attributable to lapping the one-off destocking experienced in FY24.

     On-Trade

   • Revenue increased +5% to £2.6m (FY24: £2.5m). This uplift understates the strong momentum building within the channel. Growth was underpinned by an expanding outlet base and new account wins, with FY25 additions including The Pig, The Rosewood, The Stafford, and the Ambassador Theatre Group.

   • Performance is measured against a particularly strong FY24, which benefited from significant pipeline fill into newly secured national accounts - an activity not repeated in FY25.

   • On-Trade distribution grew +12% to 2,764 outlets despite a challenging UK hospitality backdrop.

   • Momentum was also evident in listings, which increased

     +29% to 5,998, reflecting a broader range of expressions listed within outlets, and more by-the-glass placements that support rate of sale and future expanded

     listings potential.

   • Premiumisation remains a key driver and sales of Luxury and Super Premium sparkling wines grew +18%.

     International

   • The International channel delivered strong growth, with revenue up +49% to £1.0m (FY24: £0.7m), driven by new strategic partnerships and the continued expansion of Chapel Down's global footprint.

   • Momentum in the US continues to accelerate following the successful launch of our new distribution partnership with Jackson Family Wines in H1. Chapel Down is now available in 23 states (FY24: 10), significantly extending our reach in what is the world's largest Champagne export market and a major long-term growth opportunity.

   • Across wider export markets, Chapel Down is now distributed in 16 countries.

   • Global Travel Retail remains a key part of the International channel and delivered +52% year-on-year growth4. Chapel Down is now listed in 40 key UK travel hubs (FY24: 35) alongside more than 50 onboard food and beverage distribution points. FY25 wins include the listing of Bacchus on Virgin Atlantic and a selection of wines on SeaDream Yacht Club.

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   STRATEGIC REPORT

   FINANCIAL REVIEW (CONTINUED)

   Channel performance overview

   2025		2024	%
   Net Sales Revenue by Channel	£'000	£'000	Change
   Off-Trade	9,371	6,790	+38%
   On-Trade	2,575	2,460	+5%
   International	1,018	684	+49%
   Ecommerce	3,860	3,755	+3%
   Retail, Tours and Events	2,216	2,241	-1%
   Other income	403	421	-4%
   Total Net Sales Revenue	19,443	16,351	+19%
   Of which is Direct-to-Consumer (DTC)	6,404	6,331	+1%
   DTC % of Net Sales Revenue	33%	39%	-6% pts

   Direct-to-Consumer (DTC)

   • DTC sales increased +1% to £6.4m (FY24: £6.3m), or +3% excluding the now-exited spirits category, reflecting continued strength in our direct-to-consumer relationships.

   • Ecommerce growth accelerated in H2, rising +9% compared to last year on the back of strong summer trading and a successful Black Friday campaign. Both customer retention and new customer acquisition remained robust, with active customers rising +4%

     to 24,076.

   • Our Brand Home in Tenterden continues to be a significant driver of engagement and advocacy. The site welcomed around 54,000 visitors and earned the TripAdvisor Traveller's Choice Award for the fourth consecutive year, placing Chapel Down among the top

     10% of attractions worldwide5. Chapel Down also received a Quality Food & Drink accreditation from Visit England, recognising the excellence of our customer experience and hospitality offering.

   • Tours at Tenterden grew modestly at 2%, impacted by a softer Q1 and limited capacity during peak periods. Momentum shown across Q4 at +24%, supported by strong growth in corporate tours at +25% and visitor trade-up into luxury experiences.

   • Our events portfolio also continued to strengthen. Alongside our established presence at Pub in the Park, we expanded participation in FY25 to include Big Feastival, offering valuable sampling and trial opportunities to c.16,000 consumers over the summer.

   • TMS remains our strategic focus, increasing its contribution of wine sales to 74% (FY24: 70%). TMS sales increased by +28% to £13.6m (FY24: £10.6m), reflecting the success of new listings across both the Off-Trade and On-Trade, as well as establishing strategic international partnerships. This performance was underpinned by rising consumer demand across all channels, reinforcing the strength and appeal of our core sparkling range.

   • Still and other wines delivered a combined revenue increase of +6% to £4.7m (FY24: £4.5m). Highlights include new listings of A Touch of Sparkle Rosé in Waitrose, Bacchus on Virgin Atlantic, and 390 new outlets across the On-Trade.

   • Spirits were fully exited by the end of FY24, in line with our strategic focus on core wine-led growth.

   • Non-wine sales were flat year-on-year despite the planned wind-down of our Vine Lease and Vine to Wine initiatives which reduced our revenue compared to FY24, offset by the increase in tour revenues.

     Gross margin

   • Gross profit increased +16% to £9.2m (FY24: £7.9m), driven by higher net sales revenue. However, gross margin declined to 47.1% from 48.4% due to increased mix of sales into the lower-margin Off-Trade channel, as well as higher cost of goods that related mainly to selling TMS bottles from the 2022 harvest, which had been impacted by inflation on the cost of glass following Russia's invasion of Ukraine. These diluting factors of gross margin were partially offset due to a favourable shift in product mix towards high margin TMS, as well as the planned exit of the lower-margin spirits category in FY24.

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     STRATEGIC REPORT

     FINANCIAL REVIEW (CONTINUED)

     Product category performance overview

     2025		2024	%
     Net Sales Revenue by Product Category	£'000	£'000	Change
     Traditional Method Sparkling wine	13,557	10,582	+28%
     Still and other wines	4,739	4,460	+6%
     Total Net Sales Revenue (Wine)	18,296	15,042	+22%
     Spirits	-	161	-100%
     Non-wine sales	1,147	1,148	-
     Total Net Sales Revenue	19,443	16,351	+19%

     Administrative expenses

     • Administrative expenses (excluding depreciation, amortisation and share-based payment expense) increased +12% to £7.7m as the Group increased marketing investment to £2.2m (FY24: £2.0m) to drive awareness and consumer purchase; and increased headcount across the organisation to support current and future growth.

     • Depreciation and amortisation remained flat to FY24 (£0.4m) as there were no new significant productive assets capitalised. Our latest planted vineyards, Boxley Abbey and Buckwell, are on track to become fully productive in 2026 and 2027 respectively.

     • Share-based payment expense of £0.2m relates to new LTIP grants in the year, compared to a reversal of charges in FY24 (£0.2m) due to conditions of prior LTIP grants no longer being met.

       Fair value adjustment to biological produce

     • Fair value movement in biological produce income was

       £0.6m (FY24: loss of £0.6m). The in-year fair value movement is a non-cash accounting adjustment for 'viticultural profit' during the year, which is calculated as the estimated market value of grapes, less the vintage's growing costs. The Group benefited from an above-average yield and high-quality grapes in the year.

       Exceptional costs

     • Exceptional costs of £0.2m related to the final expenses regarding the strategic review in FY24.

       Balance sheet movements

     • Working capital increased +16% to £29.5m (FY24: £25.5m) due to the cultivation and winemaking costs relating to the above-average 2025 harvest. We continue to build

       our stocks of maturing TMS to underpin our future growth and mitigate against potential poor harvests in the future.

     • Net debt (excluding lease liabilities) increased to £12.4m (FY24: £9.2m) most notably due to biological asset development costs capitalised relating to the most recent vineyard plantings at Boxley Abbey and Buckwell; bottling of the 2024 harvests; and in year cultivation and costs relating to the above-average 2025 harvest. The Group has a Revolving Credit Facility (RCF) of £20m and an accordion option to extend the facility to £30m.

     • Net assets increased +1% to £33.1m (FY24: £32.7m). The Board continues to believe the market value of the tangible assets is considerably higher than the IFRS reported book value.

       1. Market leading 'Brand awareness' growth to 49% (2024: 42%),

          'Penetration' growth to 20% (2024: 17%). Source: Savanta, BrandVue, Sparkling wine drinkers, MAT end December 2025 and December 2024.

       2. Champagne Global shipments of 266 million bottles 2025, 271 million in 2024. Source: Comité Champagne (Champagne: 2025 shipment review and outlook. 17 January 2026) and (271 million bottles shipped in 2024.

          18 January 2025).

       3. Chapel Down sparkling wine growth was +16% (+17% for TMS wine) compared to English Sparkling Wine category growth of +12%.

          Chapel Down remains the market leader in the English Sparkling Wine category with 36% market share across the Off-Trade channel. Source: NIQ UK Sparkling Wines - 52 w/e 27th December 2025 vs 52 w/e 28th December 2024.

       4. Source: Global Travel Retail consumer retail sales value as per Avolta, Lagardere and Harding data 1st January 2025 - 31st December 2025 vs 1st January 2024 - 31st December 2024.

       5. Trip Advisor 2025 Travellers' Choice Awards.

       6. In addition to the statutory measures, the Group also measures its performance by reference to Adjusted EBITDA. Adjusted EBITDA is an Alternative Performance Measure (APM), as defined within the European Securities and Markets Authority Guidelines on APMs. Adjusted EBITDA relates to profit from operations before interest, tax, depreciation, amortisation, share-based payment expense, exceptional items and fair value adjustments. Also see Note 30 to the Financial Statements on page 84.

       15

       SECTION 172 STATEMENT

       FOR THE YEAR ENDED 31 DECEMBER 2025

       The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006 and have acted in accordance with these responsibilities during the year.

       Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders

       in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, including the impact of its activities on the community, the environment and the Company's reputation, when making decisions. Acting in good faith and fairly between members, the Directors consider what is most likely to promote the success of the Company for its members in the long term.

       The Board has identified that its key stakeholders are:

   • Employees

   • Shareholders

   • Customers

   • Suppliers

   • Community and Environment

     Chapel Down's core values are:

   • Grounded - Approachable, inclusive and open-minded

   • Responsible - Accountability for delivery, as individuals and as a team, with a focus on sustainability

   • Ambitious - Driven by our bold mission to change the way the world thinks about English wine

   • Proud - Committed to quality and celebrating shared success

   • Entrepreneurial - Pioneering, embracing challenges and seizing opportunities

These values are embedded in our continuous personal development programme and ensure that we act consistently in the interests of our stakeholders.

Throughout the year the Board considered the wider impact of strategic and operational decisions on the Company's stakeholders.

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SECTION 172 STATEMENT

EMPLOYEES

Our employees are key to the long-term success of the Company. All employees receive a thorough induction. We have various engagement mechanisms in place, and we use the values above as the glue that binds the team. Regular reviews are conducted in addition to the frequent communication between management and employees

to ensure that any concerns or issues are identified and resolved. Senior management remains accessible to all employees and the Company encourages a culture of feedback and resolution. Dedicated forums exist for cross-functional and company-wide information sharing and discussion. The Company provides training and coaching to managers and their team members, as well as social events to ensure we promote the well-being and integrity of the team.

SHAREHOLDERS

Our shareholders are essential to our success, often also serving as customers and brand ambassadors, making their support and engagement especially important for our business. Our executive leadership team regularly engages with our active community of retail shareholders through various forums. We communicate with our shareholders on a frequent basis through newsletters, corporate updates, AGM and more informally during their visits at our Brand Home in Tenterden or during other events. We also engage regularly with institutional investors to understand their views and receive feedback.

CUSTOMERS

Chapel Down's commercial team is in regular contact with our customers' key managers to ensure that Chapel

Down's products are meeting or exceeding our customers' expectations. With our larger customers we agree on a joint business plan on an annual basis with regular reviews throughout the year. We monitor service levels regularly, encourage and act on customer feedback and have robust consumer complaints processes in place to identify any concerns and provide support to our consumers.

SUPPLIERS

We adopt an ethical and equitable approach with all our business partners and suppliers. We strive to have an open, constructive and effective relationship with growers and key suppliers through regular meetings and dialogue. This ensures proactive identification of potential risks and allows the Company to work with the supplier to mitigate these where possible.

COMMUNITY AND ENVIRONMENT

We are committed to making a positive contribution to the communities in which we operate. Where possible we try to source locally whether that is for our shop, vineyards, winery or restaurants. We support sports and the arts through our sponsorship activities nationally and support local charities and events in the Kent area. We also hold regular sessions with our customer advisory panel that includes diversity

and sustainability experts, to help support the management team on key issues that could impact the Company and

its key stakeholders. The Company is a founder member of the development of the Sustainable Wines of Great Britain scheme, which was launched in 2020. This scheme

provides an independently audited certification that ensures vineyards and wineries adhere to sustainable practices.

This report was approved by the Board on 28 April 2026 and signed on its behalf.

J.R.S. Pennefather

Director

17

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BUSINESS RISKS AND UNCERTAINTIES

FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

The Board regularly reviews the risks, opportunities and threats to which the Group is exposed and ensures through its meetings and regular reporting that it has effective risk management and internal controls to execute and deliver on the Group's long-term strategy. A comprehensive Risk Register is maintained for review in Board meetings, which documents an assessment of the likelihood and severity of risks considered, and details the preventative mitigations planned or in place, and the reactive mitigation actions available to minimise impacts.

The Audit Committee is responsible for reviewing the risk management and internal control framework and ensuring that it operates effectively.

The major risks evaluated during the year included:

CLIMATE CHANGE, POOR WEATHER OR CROP DISEASE

Grape yields and product quality can be affected by certain adverse weather patterns such as late frosts during the growing season. The Group's owned, managed and third-party contract grower vineyards are diversified and spread across various areas in the South East of England.

The Group monitors frost or inclement weather through the use of weather stations across the vineyards and

mechanisms are applied when this risk is heightened around bud burst. Pruning, tying down and canopy trimming are also performed at appropriate times during the annual vineyard cycle to maximise grape yield and quality.

It is possible that crop disease, fungal infections or other natural blight could affect grape yields and product quality. These risks can be mitigated through good viticulture practices, for example vineyards are sprayed with chemicals, fungicides and fertilisers at appropriate points during the year using a risk-focused approach to

ensure optimum quality and yield are achieved in prevailing climate conditions.

The Group also sources grapes from multiple vineyards to reduce exposure to single-site risks and it closely monitors stock levels to minimise the impact of lower yielding harvests that may result from poor weather or crop disease.

The Group employs a highly experienced viticulture team that ensures vineyards are well maintained and puts measures in place to proactively mitigate against poor weather and crop disease where possible.

Furthermore, the Group ensures sufficient stock is held in reserve to mitigate volatility of harvest yield and quality year on year.

However with climate and weather-related risks, there is no guarantee that these mitigation techniques completely remove the risk of crop related diseases impacting grape yield and product quality and, as a result, the Group's financial performance.

REPUTATION AND BRAND RECOGNITION

The reputation of the Chapel Down brand is integral to the success of the Group and its planned growth over the coming years. Consumers rely heavily upon many factors that, in part, lie outside the control of the Group, such as

online reviews, blogs and media coverage. Negative reviews from customers with significant numbers of followers could have a detrimental impact upon the reputation of the Group.

The Group has a dedicated internal and third-party public relations team in place to actively monitor and engage through various media channels with the public to ensure the Chapel Down brand is perceived at the highest standard.

However, there can be no assurances that coverage will always be positive. Negative press coverage, or a reduction in press coverage could have a detrimental impact on

the Group's reputation, financial condition and results from operations.

REDUCTION IN QUALITY

The success of the Group's business depends upon the

high quality of its products. A lack of quality in the products or contamination could harm the integrity of, or consumer support for, the Group's brand and could adversely

affect sales.

The Group relies in part on third parties for bottling, packaging and distribution, although a large proportion of the production process is managed by the Group in-house. The Group may be subject to liability if contaminants or defects occur in the bottling or post-production handling processes, such contamination could lead to low product quality or illness or injury to consumers. In addition, while to date the Group has not had any product recalls, the Group may in the future voluntarily recall or withhold from sale, or be required to recall or withhold from sale, products in the event of contamination or default.

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BUSINESS RISKS AND UNCERTAINTIES

REDUCTION IN QUALITY (CONTINUED)

The Group has various quality control measures in place across its supply chain, both internally and with third parties to reduce the possibility of poor-quality products being released to the market. These include trials; product testing; and diligent complaints monitoring and feedback to production teams or third parties. Furthermore, the Group has experienced employees that are qualified and trained

to identify quality risks; and has relationships only with reputable, experienced third parties where required.

A significant product liability judgment or widespread product recall may negatively impact the reputation of the Group's brand for a period of time. Even if a product liability claim is unsuccessful or is not fully pursued, resulting negative publicity could adversely affect the Group's brand image, which may have a material adverse effect on the Group's prospects, results of operations and financial condition.

KEY PERSONNEL AND RETAINING HIGHLY SKILLED INDIVIDUALS

The Group's success will depend to a large extent on the experience and talent of key personnel, in particular, on the continued services and performance of its executive Directors and senior management, and also on its ability to recruit and retain suitably qualified and experienced employees (such as suitably experienced and competent viticulture and winemaking employees). The loss of the services of these employees and a failure to replace them with similar levels of experience and knowledge could have an adverse effect on the Group's operations. Finding and hiring any such replacements could be costly and might require the Group to offer significant incentive compensation which could adversely impact financial results.

The Group looks to minimise this risk through competitive remuneration and incentive policies which is regularly reviewed by the Remuneration Committee (see report

on pages 34 to 39); active training and development programmes; succession planning; and having access to additional talent to ensure business continuity.

RETENTION OF KEY CUSTOMERS

The Group's revenue is generated from trade customers and direct sales to consumers. The Group has some concentration of key customers in the trade channels (see note 4 to the consolidated financial statements).

The relationship of the Group with its key trade customers could be materially adversely affected by a number of

factors, including a decision by a key trade customer to diversify or change its arrangements in relation to the products supplied by the Group, or by an inability to agree on mutually acceptable pricing terms with any one of its key trade customers. If the Group's commercial relationships with any of its key trade customers terminates for any reason, or if one of its key trade customers significantly reduces its business with the Group and the Group is unable to enter into similar relationships with other customers on

a timely basis, or at all, it may have a material adverse effect on the Group's business, prospects, and financial condition.

The Group's commercial teams hold annual Joint Business Plan (JBP) discussions with its key off-trade customers

to agree the main terms of trade and scale of the trading relationship over the coming year. This aids management in planning for stock allocations to each customer and channel as part of the annual budgeting process to ensure an optimised, risk-managed sales strategy at Group level. The commercial teams have regular engagement with significant trade customers to ensure positive relationships are maintained, and to identify any future risks and put mitigating actions in place.

The Group also has a broad distribution network across multiple channels which provides opportunities to mitigate against short-term loss of revenue from specific customers and is actively increasing its distribution footprint into new customers which reduces this risk.

REGULATORY CHANGES

The Group's products are subject to various laws, regulations and standards. There can be no assurance that future laws, regulations and/or standards will not have an adverse effect on the manner in which the Group operates. Changes to health, food and drink safety regulations, as well as changes in licensing or advertising regulations could increase costs and may also have an adverse effect on demand. Changes to laws and regulations or additional taxes relating to manufacturing, bottling and packaging requirements may impact the Group's ability to produce certain types of wines and impact on costs.

The Group closely monitors potential changes in laws and regulations through various internal processes and discussions with external advisors on a regular basis.

Any significant changes are discussed at Board level and maintained in the Group's Risk Register, which is reviewed regularly by the Board. Mitigating actions are taken across our value chain where deemed appropriate.

20

BUSINESS RISKS AND UNCERTAINTIES

SUPPLY CHAIN DISRUPTION

The Group's business could be adversely affected if there were a significant disruption to any of the Group's

production, storage or distribution operations. The Group uses a broad range of suppliers for various products and services, however given the specialist nature of winemaking, certain key services are performed by specialist suppliers.

In the event of significant disruption to any one of the Group's production, packaging or distribution providers, the Group might not be able to arrange for alternative suppliers on as favourable terms, or with sufficient speed to ensure continuity of business.

Where possible, the Group has a diversified supplier base and continuity plans in place should there be disruption to any specific supplier. The Group also uses, where possible, products and services that are generic enough to be substituted by alternative suppliers and often purchases across multiple suppliers for the same type of product to ensure business continuity.

Where possible, the Group aims to enter into longer term pricing agreements to mitigate against fluctuations in costs and support longer term cash flow planning. Positive relationships are maintained through regular discussions and any increase in price is usually shared early in advance, discussed with suppliers and considered in the cash flow forecasts for the Group.

The Group actively manages its stockholding of raw materials to mitigate against short-term disruptions and engages with suppliers long in advance to agree quantities, timing of orders and payment terms.

In relation to the Group's storage facilities, if there were a fire, explosion or any other event resulting in a major or prolonged disruption at any of the facilities used by the Group, this could result in a significant loss of stock

which could have a material adverse effect on the Group's prospects, results of operations and financial condition.

The Group mitigates this risk by diversifying its stockholding across multiple sites and has comprehensive insurance to the value of the stock in storage.

BUSINESS INTERRUPTION DUE TO MACRO FACTORS

The Group's business could be adversely affected if there were a significant disruption resulting from external material impacts such as pandemics, natural disasters, loss of power, water or other utility supply.

The Group has various business continuity plans and health and safety protocols in place to mitigate against business interruption. These include: adopting a remote

workplace environment (where possible) using existing IT infrastructure; backup power and water facilities to support short-term interruption; and having sufficient stockholding of raw materials in place to support operations; and sufficient finished products on hand to ensure continuity

of supply to our customers.

The Group also has access to various third-party suppliers that support in most of its operations to ensure disruption to key operations like harvest, winemaking and bottling can be mitigated.

The Group also has access to a revolving credit facility ("RCF") to provide sufficient liquidity should there be a need on a short-term basis and has internal controls in place to ringfence an allowance for such situations.

These, and other measures, will support the Group in maintaining service levels to customers whilst maintaining key operations. However, it should be noted whilst mitigating actions can be taken, there is no guarantee that the risk of

a material macro disruption can be fully mitigated.

CYBER SECURITY

The Group uses information technology systems for the processing, transmission and storage of electronic data relating to its operations, financial reporting and customer base. Communications among the Group's personnel, customers and suppliers relies on the efficient performance of information technology systems. Despite the Group's security measures and safeguarding controls in place, its information technology and infrastructure may inherently be vulnerable to malicious attacks, computer viruses and malicious code or may be breached due to employee error, malfeasance or affected by other disruptions. In the event of significant and long-lasting failure or denial of service attack at one of the Group's critical suppliers, significant trade

partners or Chapel Down's website, the Group's e-commerce

platform may be unavailable to consumers for an extended period. If one or more such events occur, it could cause disruptions or delays to the Group's operations, which could expose the Group to liability and cause its business and reputation to suffer.

The Group has adopted a largely digital IT infrastructure, which is safeguarded through multiple layers of security and a diversified reputable provider base. Regular backups are maintained to ensure there is limited loss of data. Robust continuity plans are in place to support all stakeholders, including employees, suppliers and customers, to limit disruption and reinstate services quickly.

The Group also has Cyber Insurance in place to mitigate against financial costs associated with such incidents.

21

BOARD OF DIRECTORS

We have an experienced and talented Board of Directors.

It is a team who are motivated to grow long-term shareholder value.

Non-Executive Director

Michael was appointed to the Board in June 2023, appointed as Non-Executive Chair in September 2025, and is currently Chairman of IPGL Ltd. Michael is a Member of the House of Lords and founded Nex Group, formerly ICAP.

Chief Executive Officer

James is the CEO of the Company, having been appointed in February 2025. He has worked in the premium drinks

industry for over 25 years and has held various roles including CEO of The Lakes Distillery Company plc as well as senior management roles at William Grant & Sons and Diageo.

Chief Financial Officer

Louan is the CFO of the Company, having been appointed in April 2025. Louan is a Chartered Accountant with significant

experience in consumer goods organisations, including Group Finance Director at Fevertree Drinks plc and CFO at Typhoo Tea Ltd.

Independent Non-Executive Director

Jamie has held position as a NED on the Board since 2013 and is the Chair of the Audit Committee. He previously held

positions as fund manager at both Henderson Global Investors and Lombard Odier Investment Managers.

Independent Non-Executive Director

Simon was appointed to the Board in August 2025. Simon was CEO of Britvic plc from 2013 to 2025 and previously held senior leadership roles at Diageo across Great Britain, South Africa, and Europe. He is a member of both the Audit Committee

and the Remuneration Committee.

Independent Executive Director

Samantha has been a member of the Board since 2019 and is the Chair of the Remuneration Committee. Samantha

is also the Chair of the Audit and Risk committee at Schroder Japan Trust and Senior Independent Director and Audit & Risk Chair of Next15 plc.

Non-Executive Director

Nigel was appointed to the Board in 2004 and is a well-known private investor.

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EXECUTIVE LEADERSHIP TEAM

We are delighted to introduce you to our passionate Leadership Team with significant drinks and investment experience.

Chief Executive Officer

James is the CEO of the Company, having been appointed in February 2025. He has worked in the premium drinks

industry for over 25 years and has held various roles including CEO of The Lakes Distillery Company plc as well as senior management roles at William Grant & Sons and Diageo.

Chief Financial Officer

Louan is the CFO of the Company, having been appointed in April 2025. Louan is a Chartered Accountant with significant experience in consumer goods organisations, including Group Finance Director at Fevertree Drinks plc and CFO at Typhoo Tea Ltd.

Operations Director & Head Winemaker

Chapel Down Group Winemaker since 2010 and promoted to Operations Director in 2022. Having graduated at

Plumpton College, Josh has previous winemaking experience in Champagne, Alsace and Stellenbosch.

Chief Marketing Officer

Chapel Down Group CMO since 2022. Former VP of Marketing at Carlsberg, as well as senior marketing roles at Bacardi, AB InBev and Nestlé Rowntree.

Sales Director

Chapel Down Group Sales Director since 2021. Formerly held senior sales roles at Chase Distillery and Bibendum.

People Manager

Chapel Down Group People Manager since 2024.

Extensive senior HR experience within the wine industry, including Liberty Wines.

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24

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

The Board of Chapel Down Group plc is committed to evolving and strengthening its standards of corporate governance. The Company has adopted the Quoted Companies Alliance Corporate Governance Code ("QCA Code"), which sets out recommended best practices for small and mid-size quoted companies, as the Board believes this to be the most appropriate framework and point of reference for governance standards in a public company of our size, complexity and stage of development.

Over the past year the Board has continued to develop its governance framework whilst also ensuring that we take a proportionate approach and that our processes remain fit for purpose and embedded within the culture of our organisation. Strong governance underpins our ability to deliver sustainable growth and protect the reputation of

Chapel Down Group plc for the benefit of all stakeholders, including employees, shareholders, customers, suppliers and the wider community.

The Board is responsible for formulating, reviewing and approving the Company's strategy to achieve its long-term goals, establishing and maintaining an appropriate control environment to provide comfort around the risk exposure of the Company, monitoring financial activities and operating performance, and enhancing shareholder value.

The Board meets formally at least four times per year for these purposes and holds additional meetings when necessary. These meetings are held in person wherever possible, but also through video conferencing and by telephone if necessary. The Board receives reports for consideration on all significant strategic, operational and

financial matters. There have been no corporate governance challenges nor adverse governance-related matters reported over the past year.

Day-to-day management is devolved to the Executive Directors, who are charged with consulting the Board on all significant financial and operational matters. The Board retains ultimate accountability for governance and is responsible for monitoring the activities of the executive team.

In line with best practice, the roles of Chair and Chief Executive Officer (CEO) are split, with a clear separation of duties and responsibilities to promote independence. The Chair is responsible for the leadership and effective working of the Board, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.

The CEO has the overall responsibility for creating, planning, implementing, and integrating the Company's strategic direction. This includes responsibility for all components and departments of the business. The CEO ensures that the organisation's leadership maintains a constant awareness

of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.

BOARD AND COMMITTEE COMPOSITION

The Board consists of seven Directors, being:

• Non-Executive Chair - Michael Spencer

• Chief Executive Officer - James Pennefather

• Chief Financial Officer and Company Secretary -Louan Mouton

• Non-Executive Director - Jamie Brooke

• Non-Executive Director - Simon Litherland

• Non-Executive Director - Nigel Wray

• Non-Executive Director - Samantha Wren

Jamie Brooke, Simon Litherland and Samantha Wren are considered by the Board to be independent Directors under the terms of the QCA Code. The Board considered it appropriate to nominate Jamie Brooke as the senior independent Director.

The Audit Committee consists of Jamie Brooke (Chair), Simon Litherland and Samantha Wren. The Remuneration Committee consists of Samantha Wren (Chair), Jamie Brooke and Simon Litherland. Both key committees thus fully comprise independent members, in line with the recommendations of the QCA Code. The reports of these committees are provided on pages 32 to 39.

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CORPORATE GOVERNANCE STATEMENT

BOARD AND COMMITTEE COMPOSITION (CONTINUED)

The following table shows the attendance records of the Directors at the Board and Committee meetings held during the year:

Audit Remuneration

* Denotes independent Director 4 Appointed 1 February 2025

1. Resigned 24 September 2025 5 Resigned 8 April 2025

2. Appointed as Chair 24 September 2025 6 Appointed 8 April 2025

3. Resigned 31 January 2025 7 Appointed 27 August 2025

It should be noted that, in addition to formal meetings held, the Board and Committee members met on various other occasions during the year.

ALIGNMENT WITH THE QCA CODE

The QCA Code sets out a standard of best practice for small and mid-sized UK quoted companies. It is designed to be a foundational guide that is pragmatic, practical and proportionate. The code is constructed around ten broad principles, which are designed to deliver growth, maintain a dynamic management framework and build trust.

These principles were revised in November 2023 for application in Annual Reports for years beginning 1 April 2024 and subsequently. Accordingly, this Corporate Governance Statement is the first to be issued by the Company since the 2023 QCA Code revision.

The ten principles of the QCA Code are applied by the Board as follows:

Principle 1: Establish a strategy and business model which promote the long-term value for shareholders

The Company's purpose is embodied in its mission

"To change the way the world thinks about English wine".

We are working to achieve this purpose by producing and sourcing excellent fruit, for still and sparkling wines, to create a world-class brand with high levels of awareness and desire. A strong brand will enable us to become

more widely recognised as the UK's leading English wine producer and widen availability across all channels of trade in the UK. The Board is focused on delivering its long-term strategic plan that will drive the operational efficiency and scale benefits of this strong brand, to promote long-term shareholder value.

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CORPORATE GOVERNANCE STATEMENT

Principle 1: Establish a strategy and business model which promote the long-term value for shareholders (continued)

The Company publishes a Strategic Report within its Annual Report (see pages 11 to 17) which details the Company's business model and the Company's long-term objectives.

Also, within the Annual Report, the Company produces a review of Business Risks and Uncertainties (see pages 19 to 21) to set out the significant risks faced by the Company and explain how they are mitigated to protect shareholder value.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Board aims to lead by example when looking after the best interests of its employees, customers, suppliers, shareholders, the community and environment.

Chapel Down has an employee handbook which covers the Company's Vision and Values, standards of conduct, diversity policy, anti-bribery, and anti-bullying and harassment policies. In addition, there is a Share Dealing Policy and Code in place as well as detailed GDPR guidelines.

During the year, the employees of the Company reviewed its values collectively and an evolved set of values were created. The values of the Company are well understood by all employees and are reinforced consistently in development plans, workstreams and during various

engagements with employees. These values seek to promote and deliver a strong and ethically sound corporate culture that supports consistent delivery of the Company's purpose and strategic objectives, whilst ensuring cohesive ways of working and interactions.

• Grounded - Approachable, inclusive and open-minded

• Responsible - Accountable for delivery, as individuals and as a team, with a focus on sustainability

• Ambitious - Driven by our bold mission to change the way the world thinks about English wine

• Proud - Committed to quality and celebrating shared success

• Entrepreneurial - Pioneering, embracing challenges and seizing opportunities

  Principle 3: Seek to understand and meet shareholder needs and expectations

  The incentivisation of Executive Directors is primarily through share incentive plans which are long term by nature to ensure executives are aligned to shareholder needs and expectations. In addition, all shareholders are encouraged to attend the AGM and General Meetings where possible. The Company seeks input as appropriate from our nominated adviser and broker, our independent auditor plus legal and other advisers.

  The Company keeps shareholders informed through shareholder mailings and communication through our website and other media. Many are also customers and that enables a constructive and helpful dialogue. Larger institutional shareholders have the opportunity to meet directly with management. The Company also ensures that

  Investor information is detailed on the Chapel Down website.

  Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

  The Board recognises the importance of its relationship with its employees, customers, suppliers, shareholders, the community and environment.

  The Board has identified that its key stakeholders are:

• Employees

• Shareholders

• Customers

• Suppliers

• Community and Environment

Throughout the year the Board considers the wider impact of strategic and operational decisions on the Company's stakeholders.

27

CORPORATE GOVERNANCE STATEMENT

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success (continued)

EMPLOYEES

Our employees are key to the long-term success of the Company. All employees receive a thorough induction. We have various engagement mechanisms in place, and we use the values above as the glue that binds the team. Regular reviews are conducted in addition to the frequent communication between management and employees to

ensure that any concerns or issues are identified and resolved.

Senior management remains accessible to all employees and the Company encourages a culture of feedback and resolution. Dedicated forums exist for cross-functional and company-wide information sharing and discussion. The Company provides training and coaching to managers and their team members, as well as social events to ensure we promote the well-being and integrity of the team.

SHAREHOLDERS

Our shareholders are essential to our success, often also serving as customers and brand ambassadors, making their support and engagement especially important for our business. In all of its decision making, the Board ensures that it acts fairly regarding members of the Company.

We have an active community of retail shareholders that engage in productive dialogue with the executive leadership team through various forums. We communicate with our shareholders on a frequent basis through newsletters, corporate updates, AGM and more informally during their visits at our Brand Home in Tenterden or during other events. We also engage regularly with institutional investors to understand their views and receive feedback.

CUSTOMERS

Chapel Down's commercial team is in regular contact with our customers' key managers to ensure that Chapel

Down's products are meeting or exceeding our customers' expectations. With our larger customers we agree on a joint business plan on an annual basis with regular reviews throughout the year. We monitor service levels regularly, encourage and act on customer feedback and have robust consumer complaints processes in place to identify any concerns and provide support to our consumers.

SUPPLIERS

We adopt an ethical and equitable approach with all our business partners and suppliers. We strive to have an open, constructive and effective relationship with growers and key suppliers through regular meetings and dialogue. This ensures proactive identification of potential risks and allows the Company to work with the supplier to mitigate these where possible.

COMMUNITY AND ENVIRONMENT

We are committed to making a positive contribution to the communities in which we operate. Where possible we try to source locally whether that is for our shop, vineyards, winery or restaurants. We support sports and the arts through our sponsorship activities nationally and support local charities and events in the Kent area. We also hold regular sessions with our customer advisory panel that includes diversity

and sustainability experts, to help support the management team on key issues that could impact the Company and

its key stakeholders. The Company is a founder member of the development of the Sustainable Wines of Great Britain scheme, which was launched in 2020. This scheme

provides an independently audited certification that ensures vineyards and wineries adhere to sustainable practices.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board regularly reviews the risks, opportunities and threats to which the Company is exposed and ensures through its meetings and regular reporting that it has effective risk management and internal controls to execute and deliver on the Company's long-term strategy.

The maintenance of strong financial controls is the responsibility of the CFO and is overseen by the Audit Committee.

See the separate sections of the Annual Report for further information on:

• Business Risks and Uncertainties (pages 19 to 21)

• Audit Committee Report (pages 32 to 33)

• Independent Auditors' Report (pages 50 to 54)

Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the chair

The Board's role is to agree the Company's long-term direction and strategy and monitor achievement of key milestones against its business objectives. The Board and its Committees meet formally and informally on a frequent basis during the year - see the schedule on page 26 for meetings held.

The Board is comprised of a Chief Executive Officer (CEO), Chief Finance Officer and Company secretary (CFO) and five Non-Executive Directors (NEDs) of which one is Non-Executive Chair. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director.

28

CORPORATE GOVERNANCE STATEMENT

Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the chair (continued)

The Company constantly keeps under review the constitution of the Board and may seek to add more members as required as the Company grows and develops. In particular, the Board recognises that its membership does not yet reach the ideal proportion of 50% independent membership suggested by the QCA Code. However, the Board considers the number of independent Directors to be adequate for the Company's present stage of development, size and complexity of operations to provide the necessary challenge to the Executive and non-independent Directors.

Jamie Brooke, Simon Litherland and Samantha Wren are considered by the Board to be independent Directors under the terms of the QCA Code. The independent Directors do not take an active role in the day-to-day operations of the Company, do not have significant shareholdings in or share options with the Company, and do not have any material business relationships or recent employment relationships with the Company, any related company or any of its Executive Directors. In the period since the publication of the 2024 Annual Report, Samantha Wren was designated as an independent Director following a review by the Board, having demonstrably met the independence criteria suggested by the QCA Code.

The Board currently comprises a male Non-Executive Chair, two male Executive Directors, three male Non-Executive Directors and one female Non-Executive Director. Chapel Down aims to have a diverse Board and promotes inclusivity and diversity across the business. The Board is confident that it has a sufficient range of individual perspectives to deliver a robust decision-making process in the context of the Company's business model and stage of development as a business. Nevertheless, the diversity of the Board is continuously considered as part of the succession planning process and any emerging requirements to expand

its membership.

Principle 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 is responsible for setting the vision and strategy for the Company to deliver value to the Company's shareholders by effectively putting in place its business model.

Nominations for Board members are decided by the Board as a whole, following recommendations by the

Remuneration Committee. The Company does not currently have a Nominations Committee, and the Board deems it appropriate given the Company's stage of development, size and complexity of operations.

The roles and responsibility of the Chief Executive Officer, Non-Executive Chair and other Directors are laid out below:

• The Chief Executive Officer's primary responsibilities are to: implement the Company's strategy in consultation with the Board; take responsibility for the Company's strategic initiatives; oversee the Company's operations on a day-by-day basis; implement the decisions of the Board; monitor, review and manage key risks; act as the Company's primary spokesperson to communicate with external audiences such as investors, analysts and media; and be responsible for the administration of all aspects of the Company.

• The Non-Executive Chair's primary responsibilities are to: lead the Board and to ensure the effective working of the Board; in consultation with the Board, ensure good corporate governance and set clear expectations with regards to the Company culture, values and behaviour; set the Board's agenda and ensure that all Directors

  are encouraged to participate fully in the decision-making process of the Board and take responsibility for relationships with the Company's professional advisers and major shareholders.

• The other Executive Directors' primary responsibilities are within their role's functional remit concomitant with their roles in the Company and the Board. They participate fully in all Board level decisions and regularly report on their field of operation to the Board.

• The Company's Non-Executive Directors ("NEDs") participate in all Board decisions and play a particular role in the determination and articulation of strategy. The Company's NEDs provide oversight and scrutiny of the performance of the Executive Directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, operates within its risk management framework, and that the agreed strategy is communicated and executed.

• The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.

The Board of Chapel Down has a wide skill set which has developed and evolved over the last twenty years as the Company has grown. The profile of the Company and brand demand that we ensure that the Board has considerable high-level functional experience covering Corporate Finance and Governance, Performance Management, Brand Marketing, Commercial Management, Negotiation, Legal skills and UK listed companies NED skills in addition to entrepreneurial nous. The Chair is responsible for reviewing its composition annually.

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CORPORATE GOVERNANCE STATEMENT

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities (continued)

Biographies of the Directors can be found on the Company's website and in the Board of Directors section on page 22.

The Board has implemented an effective committee structure to assist in the discharge of its responsibilities, in line with the recommendations of the QCA Code. All committees of the Board have written terms of reference dealing with their authority and duties. Membership of the Audit and Remuneration Committees is fully comprised of independent Non-Executive Directors, each of whom has substantial relevant experience in similar oversight and governance roles with other UK businesses.

The Remuneration Committee advises the Board on succession planning considerations. There is no formal Nominations Committee in place at this stage of the Company's development. The need for a separate Nominations Committee to further promote strong governance is regularly considered by the Board, in line with the recommendations of the QCA Code. The

Remuneration Committee performs a Board effectiveness review on an annual basis and performs recruitment activities for new Directors when required.

The Board also utilises specialist advice from external providers where required in the normal course of business.

Details of the Company's advisers are given on page 102.

The Executive Directors' contracts are available for inspection, as are the Letters of Appointment for the Non-Executive Directors, at the registered office and at the time of the AGM.

Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Board meetings are held at least four times per year and are an effective opportunity to measure the performance of the business against its KPI's and long-term strategy. Reviews of Executive Directors' performance are held annually and reviewed regularly. Board Directors are re-elected every three years.

During the year the Board appointed new individuals to both Executive Director positions, as detailed in the Chair's Report on page 8. These appointments were the outcome of the Board's succession planning process, and their effectiveness is subject to ongoing review.

The last externally facilitated review of Board performance was a Strategic review commissioned by the Board following the Company's listing on the AIM market in December

2023. The outcome of this review was discussed in the 2024 Annual Report. The need for a future, similar review is regularly considered by the Board in light of the Company's progress towards its long-term objectives.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

The Board has established an effective remuneration policy to motivate all employees, reinforce the Company's culture and promote long-term shareholder value. This includes incentive schemes for Directors, management and other employees which are aligned with achievement of the Company's objectives.

Oversight of this policy is the responsibility of the Remuneration Committee and is detailed in their report on pages 34 to 39.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Company communicates regularly with its shareholders through the issue of the Annual Report and accounts, through full-year, half-yearly and other regulatory announcements, and through regular discussions with significant existing or potential shareholders, and other key stakeholders including financial lenders.

The Company holds an Annual General Meeting to which shareholders are invited and are encouraged to ask questions of management.

Shareholders are often customers and enjoy benefits commercial benefits, include visiting the Company's main premises and attending exclusive shareholder events, giving further opportunities for dialogue and feedback to the business, senior management and Executive Directors.

Shareholders receive a regular e-mail news communication from the Company and have their own dedicated email address on which to raise any queries or concerns. We aim to respond to all shareholder questions within 48 hours.

Chapel Down Group Plc

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31

AUDIT COMMITTEE REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

On behalf of the Board and the Audit Committee, I am pleased to present this report for the year ended

31 December 2025. As part of the continued development of the Board's governance framework, this is the first Audit Committee report to be included in the Annual Report for the Group.

ROLE AND COMPOSITION OF THE COMMITTEE

The activities of the Audit Committee are governed by its Terms of Reference, which can be found on the Group's website.

The Committee is chaired by Jamie Brooke and now comprises three independent Non-Executive Directors. The Board is satisfied that the Committee Chair has recent and relevant financial experience for the role.

The CFO, external audit lead partner and other senior members of senior management are invited to attend and address meetings of the Committee on a regular basis as appropriate. The Non-Executive Directors are also provided with opportunities to discuss matters with the external auditor without Executive Directors or other managers being present. The Audit Committee normally meets at least twice per year, with additional meetings as required. The Committee and attendance for the year was:

RESPONSIBILITIES OF THE AUDIT COMMITTEE

• Monitoring and discussing with management the integrity of the financial statements of the Group, including the annual and half-yearly report and any other formal statements relating to its financial performance.

• Reviewing and reporting to the Board on significant financial reporting issues and judgements which the financial statements, interim reports, preliminary announcements and related formal statements contain having regard to matters communicated to it by the external auditor.

• Reviewing the Company's risk management and internal financial and non-financial control systems, including procedures for detecting fraud, and at least annually, carrying out a review of their effectiveness.

• Reviewing the Company's attitude to and appetite for risk and its future risk strategy, and how risk is reported internally and externally.

• Considering at least annually the need for an internal audit function, making any recommendation to the Board.

• Considering and making recommendations to the Board, to be put to shareholders for approval at the Company's AGM, on the appointment, reappointment or removal of the Company's external auditor as well as negotiating and agreeing their terms of engagement. The fees paid to the external auditor are disclosed in note 7 to the consolidated financial statements.

• Reviewing and assessing, on an annual basis, the external auditors' independence and objectivity including an assessment of the qualifications, expertise and resources of the external auditor.

• Developing and recommending to the Board, and implementing, the Company's formal policy on the external auditors' provision of non-audit services. The nature of any non-audit services provided is also disclosed in note 7 to the consolidated financial statements. Review the Company's systems and controls for ethical behaviour and the prevention of bribery, corruption and modern slavery and receiving reports on non-compliance.

• Reviewing the effectiveness, adequacy and security of the Company's whistleblowing arrangements for its employees and contractors to raise concerns, in

confidence and anonymously, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action.

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AUDIT COMMITTEE REPORT

SIGNIFICANT FINANCIAL REPORTING ISSUES CONSIDERED

The Audit Committee considers whether the Financial Statements give a true and fair view of the Group's position and provide the necessary information for shareholders

to assess the Group's performance, business model and strategy. In so doing, the Audit Committee assesses whether suitable accounting policies were adopted and considers the reasonableness of key estimates and judgments used in the preparation of the Financial Statements.

The Audit Committee was satisfied that the 2025 Financial Statements are fair and achieved these objectives. Key risk areas considered by the Audit Committee in making this assessment included the following:

• Going concern assessment;

• Fair value adjustment to Biological Produce;

• Impacts of the Quoted Companies Alliance ("QCA") Code updated in 2023 that came into effect this year.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Audit Committee is responsible for reviewing the risk management and internal control framework and ensuring that it operates effectively. The Committee supports the Board in its overall responsibility for risk management activities and implementing policies to ensure that risks are evaluated, measured and kept under review by way of appropriate KPIs. Presentations from senior management across the business are provided to the Board to further develop information, understanding and debate on risks. A summary of issues considered by the Board during the year is disclosed in the Business Risks and Uncertainties report on pages 19 to 21.

The Group will continue to improve and evolve its risk management framework by developing and embedding the necessary capabilities within the organisation to support informed risk taking by the business. Management, together with the Board, periodically review and revise risk appetites with the aim of promoting and protecting long-term shareholder value.

INTERNAL AUDIT

The Audit Committee believes that management is able at present to derive sufficient assurance as to the adequacy and effectiveness of internal controls and risk management without an Internal Audit function. The Board has accepted this position as proportionate and appropriate at this

stage of the Group's development. The Audit Committee will continue to assess this position in line with its responsibilities as noted above.

ETHICAL BEHAVIOUR, PREVENTION OF BRIBERY AND MODERN SLAVERY

The Audit Committee is satisfied that the Group's current procedures are successful in promoting a corporate culture based on ethical values and behaviours. The Group has policies and procedures in place to prevent bribery, corruption and modern slavery, which set out its zero-tolerance approach and provide guidance to employees on how to recognise and deal with any issues.

The Audit Committee is satisfied that these policies are working effectively and keeps this position under review in line with its responsibilities. During the year there were no significant concerns raised for the Audit Committee to review.

WHISTLEBLOWING PROCEDURES

The Audit Committee is satisfied that the Group's current procedures give an effective, adequate and secure process whereby an employee or contractor can raise concerns about possible wrongdoing in financial reporting or other matters. There were no significant whistleblowing issues raised during the year for the Audit Committee to consider.

On behalf of the Board

J. Brooke

Chair of the Audit Committee

33

REMUNERATION COMMITTEE REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION

On behalf of the Board and the Remuneration Committee, I am pleased to present this report for the year ended

31 December 2025. As part of the continued development of the Board's governance framework, this is the first separate, formal report to be included in the Annual Report for the Group. As an AIM-quoted company, this report is

in compliance with AIM Rule 19. The Group is not required to comply with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

The Committee took into consideration the recommendations as per the Quoted Companies Alliance ("QCA") Code, including the QCA Remuneration Committee Guide, in exercising its duties, alongside regulatory requirements. In line with the revised QCA Code, the Committee will, for the first time, put forward separate advisory resolutions on its remuneration report and remuneration policy to shareholders at the 2026 Company AGM.

ROLE AND COMPOSITION OF THE COMMITTEE

The activities of the Committee are governed by its Terms of Reference, which can be found on the Group's website.

The Committee, on behalf of the Board, determines the Group's policy for executive remuneration and the individual remuneration packages for Executive Directors to ensure they are aligned with the Group's strategic objectives

and financial performance. The Committee ensures the remuneration packages are fairly benchmarked and attractive to attract, retain and motivate individuals with the right behaviours to ensure alignment of long-term strategic priorities to increase shareholder value.

The Remuneration Committee now consists of three Independent Non-Executive Directors and meets at least twice per year, with additional meetings as required. The Committee and attendance for the year was:

34

During the year, the main activities of the Remuneration Committee included:

• Determined remuneration for two new Executive Directors namely the CEO and CFO, in line with remuneration policies;

• Approved the Executive and Company bonus award relating to prior year performance (2024);

• Reviewed the overall remuneration strategy for the Company and its employees;

• Approved the grant of LTIP awards for the Executive Directors and senior management in August 2025.

  After 2025 year-end, the Committee has:

• Approved the Executive and Company bonus award relating to the 2025 financial year;

• Considered and approved the bonus structure and targets for the 2026 financial year.

  H2G Remuneration Advisory (h2g) is appointed as adviser to the Committee. h2g is a member of the UK Remuneration Consultants Group (RCG) and has confirmed that it complies with the RCG Code. h2g has no other relationship with the Company and the Committee is satisfied that the advice it receives is independent and objective.

  REMUNERATION POLICY

  The Group's remuneration policy is designed to attract, retain and motivate individuals to contribute fully to the delivery of the Group's strategy and achievement of its longterm objectives. Remuneration is benchmarked against peer companies of similar size, industry, operational structure and other market relevant comparators.

  In addition, the Board recognises that a fair reward structure and incentive schemes aligned with successful delivery of the Group's objectives are a key part of building a strong and sustainable company culture, promoting the Group's values and broader interests of its stakeholders.

  REMUNERATION COMMITTEE REPORT

  Element	Rationale	Operation	Maximum Opportunity	Performance Metrics
  Salary	Salaries are	Reviewed annually by the Board	The Committee takes	Individual and
  	benchmarked	with reference to Group and	into consideration	Group performance
  	upon recruitment	individual performance, and	increases to	is considered
  	and on an	benchmarking to peer group	remuneration	when deciding on
  	annual basis to	companies. Changes to annual	across the broader	base salary.
  	attract, retain	salary takes effect from 1 March	employee population
  	and motivate	each year.	but has the discretion
  	high performing		to decide on a lower
  	executives.	During the year a remuneration	or higher increase.
  		package for the new CEO and
  		CFO was reviewed and approved.
  Pensions	To assist in	Pension contributions are paid	Maximum	N/A
  	attracting and	in line with broader employee	contribution currently
  	retaining high	population for the Group.	4% of base salary.
  	performing executives, in line with competitive	Pension can be taken as salary
  	market pensions.
  Benefits	To assist in	Benefits include car allowances	Maximum	N/A
  	attracting and	and private medical, both paid as	benefits take into
  	retaining high	cash consideration.	consideration the

  FRAMEWORK FOR REMUNERATION OF DIRECTORS - KEY ELEMENTS

  in lieu.

  performing executives, in line with competitive market benefits.		In line with the broader employee population, Executive Directors also benefit from life	broader employee population and market related rates.
  Annual	Incentivising	Objectives for Annual Bonus are	For the CEO,	Performance measures
  Bonus	delivery of performance	set by the Committee at the start of the financial year.	maximum bonus is 100% of salary	may vary at the discretion of the Board

  assurance cover.

  in the short to medium term,

  to align interests to shareholders' objectives.

  Payments are made in cash following completion of audited accounts for the prior year and assessment against targets.

  Awards are subject to malus/ clawback provisions.

  For the CFO, maximum bonus is 80% of salary.

  year on year, and may include financial, nonfinancial, personal and strategic objectives.

  For the 2025 financial year the main Group performance targets were based on Net Sales Revenue (NSR) and Adjusted Trading Operating Profit which are considered to be key internal financial performance indicators.

  35

  REMUNERATION COMMITTEE REPORT

  FRAMEWORK FOR REMUNERATION OF DIRECTORS - KEY ELEMENTS (CONTINUED)

  Element	Rationale	Operation	Maximum Opportunity	Performance Metrics
  Long-term	Share-based	Annual Awards granted as	Awards of	Performance targets
  incentive	incentives to align	nominal or market value options	performance shares	for each LTIP Award
  plans ("LTIPs)	with shareholders'	and normally vest after three	to Executive Directors	may vary at the
  	interests and	years subject to performance	in a financial year	discretion of the Board
  	reward delivery	conditions, at the discretion of	may normally have	year on year, however
  	of longer-term	the Committee.	a value up to 50% of	they will be linked

  shareholder value.		Awards expire after ten years and may lapse without benefit to scheme participants if performance targets are not	base salary. Under the LTIP Plan rules, the normal annual award limit	to a combination of profitability targets over a minimum three-year period.
  		met or if an award holder leaves	is 150% of salary	Currently, LTIP targets
  		employment before vesting	with a maximum	are set against Net
  		has occurred. However, in	in exceptional	Sales Revenue (NSR)
  		"good leaver" circumstances,	circumstances at	and Adjusted Trading
  		a portion of the award may still vest, subject to performance assessment and time apportionment. Any awards which vest will lapse six months after the date of cessation of employment.	200% of salary.	Operating Profit, which are considered to be key internal financial performance indicators.
  		Awards are subject to malus/ clawback provisions.
  		The Committee has the discretion to make awards without performance conditions, with an exercise price set at market value on a relevant date, to attract and retain Executives. These awards are usually granted upon appointment. These awards may vest in portions of one third on the first, second and third anniversaries of grant.
  Shareholding Guidelines	Increasing alignment between Executive Directors and shareholders.	Executive Directors are required to build and maintain a shareholding equal to 50% of base salary, expected to be built up over 5 years from date of appointment.	N/A	N/A
  		Until the minimum shareholding guideline is met, Executive Directors will not be allowed to sell any shareholding.
  		The valuation of shareholding is measured as the outright shares held, and the after-tax value of vested share options.
  NEDs	To attract and retain NEDs with the required skills and experience.	NED remuneration is reviewed annually by the Board and changes in fees are effective from 1 March each year.	NEDs only earn fees approved by the Board and are not eligible for bonuses, LTIPs or	N/A

  Fees are externally benchmarked against comparable AIM-listed companies and industry peers.

  other benefits.

  36

  REMUNERATION COMMITTEE REPORT

  SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

  Name	Role	Commencement date	Notice period
  James Pennefather	CEO	1 February 2025	9 months
  Louan Mouton	CFO	31 March 2025	9 months

  The Chair and Non-Executive Directors have letters of appointment with three-month notice periods.

  SUMMARY OF DIRECTORS' REMUNERATION (AUDITED)

  The table below sets out the total remuneration of the Directors who served during the year:

  2025 (£)	Salary/fee	Bonuses	Benefits	Pension	Total
  Executive
  James Pennefather1	248,615	129,671	11,206	14,962	404,454
  Louan Mouton2	128,152	56,109	5,718	12,641	202,620
  Andrew Carter3	59,707	-	1,008	886	61,601
  Robert Smith4	68,242	-	2,032	-	70,274
  Non-Executive
  Martin Glenn5	37,500	-	-	-	37,500
  Jamie Brooke	28,333	-	-	-	28,333
  Simon Litherland6	8,333	-	-	-	8,333
  Michael Spencer7	3,333	-	-	-	3,333
  Nigel Wray7	3,333	-	-	-	3,333
  Samantha Wren	28,333	-	-	-	28,333
  	613,881	185,780	19,964	28,489	848,114

  1. James Pennefather was appointed on 1 February 2025. His annual salary is £275,000 and annualised benefits including pension are £20,475.

  2. Louan Mouton was appointed on 8 April 2025. His annual salary is £180,000 and annualised benefits including pension are £13,025.

  3. Andrew Carter resigned on 31 January 2025

  4. Robert Smith resigned on 8 April 2025

  5. Martin Glenn resigned on 24 September 2025

  6. Simon Litherland was appointed on 27 August 2025

  7. Michael Spencer and Nigel Wray have waived their respective annual fees of £20,000 from March 2025.

     37

     REMUNERATION COMMITTEE REPORT

     SALARIES AND FEES

     James Pennefather's annual salary was £275,000 for the 2025 financial year. Louan Mouton's annual salary was

     £180,000 for the 2025 financial year.

     BONUS

     The Committee considered the performance of the Executive Directors in the financial year against the criteria of the Annual Bonus Scheme. For the 2025 financial year the outcome of Net Sales Revenue and Adjusted Trading Operating Profit was within the range of performance targets set. Accordingly, the CEO and CFO achieved 52% of their maximum bonus potential. The award will be paid in cash as per the policy framework set out above.

     No bonus was paid in 2025 to previous Executive Directors that resigned in the year.

     LONG-TERM INCENTIVES AND SHARE OPTIONS

     During the year, the Remuneration Committee approved awards to the Executive Directors in August 2025 as follows:

• Market value share options with a strike price as at the date of the public announcement of their appointment, which was deemed to be the relevant date.

• Performance-related LTIP grant at nominal cost linked to financial performance conditions over the 2025-2027 financial period.

  As at 31 December 2025, the previous executive directors who resigned in the year retained fully vested historic share options which are not subject to lapse conditions from cessation of employment. All such share options were disclosed in the 2024 Annual Report for the Group.

  Andrew Carter has 286,079 share options outstanding at

  an exercise price of 30p per share which expire in December 2032. Robert Smith has 392,157 share options outstanding at an exercise price of 25.5p per share which expire in December 2032.

  Performance Exercise

  Director	Grant date	Scheme	criteria	Shares	price	Vesting dates
  James Pennefather	1 August 2025	2025-2027	Net Sales Revenue	190,972	-	1 August 2025
  (CEO)		Performance	and Adjusted
  		LTIP	Trading Operating
  			Profit
  	1 February 2025	2025-2027	n/a	1,543,719	35.0p1	1 February 2026
  		Market value				1 February 2027
  		options under				1 February 2028
  		LTIP				(in thirds)
  Louan Mouton	1 August 2025	2025-2027	Net Sales Revenue	125,000	-	1 August 2028
  (CFO)		Performance	and Adjusted
  		LTIP	Trading Operating
  			Profit
  	31 March 2025	2025-2027	n/a	455,696	39.5p2	31 March 2026
  		Market value				31 March 2027
  		options under				31 March 2028
  		LTIP				(in thirds)

  1. The exercise price relating to the 1,543,719 options for James Pennefather was determined as 35p per share, being the share price before the public announcement of his appointment on 13 December 2024. Shares vest in thirds each year on the anniversary of the start date for the Executive Director.

  2. The exercise price relating to the 455,696 options for Louan Mouton was determined at 39.5p per share, being the share price before the public announcement of his appointment on 4 March 2025. Shares vest in thirds each year on the anniversary of the start date for the Executive Director.

     38

     REMUNERATION COMMITTEE REPORT

     DIRECTORS' INTERESTS IN SHARES

     As at 31 December 2025 the Directors held the following interest in the share capital of the Company either directly or beneficially:

     	Ordinary shares held No.	% of issued share capital
     Jamie Brooke	493,806	0.3%
     Simon Litherland	55,581	0.0%
     Michael Spencer1	178,571	0.1%
     Nigel Wray2	23,631,970	13.8%
     Samantha Wren	135,552	0.1%

     1. Michael Spencer is the beneficial owner of IPGL, who hold a further 46,715,250 Ordinary Shares in the name of IPGL.

     2. Of the above total, 21,195,571 Ordinary Shares are held by family trusts whose beneficiaries are Nigel Wray's children.

  DIRECTORS' REMUNERATION FOR THE COMING YEAR

  The salaries for the CEO and CFO will be increased to

  £283,250 and £185,400 respectively, effective 1 March 2026. This 3.0% increase is in line with the broader employee population for the Group and market-related benchmarking.

  The annual fees payable to Non-Executive Directors will increase to £35,000 from 1 March 2026, with a

  £5,000 supplement for the Chairs of the Audit and Remuneration Committees.

  Nigel Wray has waived his NED fees for 2026. Michael Spencer has waived his NED and Chair fees for 2026.

  The Annual Bonus Scheme for 2026 will operate in line with the Group's policy and similarly to the 2025 Annual Bonus Scheme. The Committee will update shareholders on the targets achieved in the 2026 Remuneration Report.

  Long-term incentive awards may be granted during the year to the Executive Directors and other senior managers in line with the remuneration policy and framework set out above.

  ANNUAL GENERAL MEETING

  In line with Principle 9 of the QCA Code on remuneration, the Committee will voluntarily put separate advisory resolutions on its remuneration report and remuneration policy to the Company's AGM.

  On behalf of the Board

  S. Wren

  Chair of the Remuneration Committee

  39

  DIRECTORS' REPORT

  FOR THE YEAR ENDED 31 DECEMBER 2025

  The Directors present their report and the financial statements for the year ended 31 December 2025.

  DIRECTORS' RESPONSIBILITIES STATEMENT

  The Directors are responsible for preparing the Group Strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law

  and regulations.

  Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law, with the Group financial statements being prepared in accordance with International Financial Reporting Standards as adopted by the UK, and the Parent Company financial statements being prepared

  in accordance with United Kingdom Generally Accepted Accounting Practice under Financial Reporting Standard 101 "Reduced Disclosure Framework". Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

  In preparing these financial statements, the Directors are required to:

• select suitable accounting policies for the Group's financial statements and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether the Group financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the UK, and the Parent Company financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice under Financial Reporting Standard 101, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and

other irregularities.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to

£230,000 (2024 - £1,309,000 loss). The Directors do not recommend the payment of a dividend.

DIRECTORS

The Directors who served during the year were:

J. D. Brooke

A. J. Carter (resigned 31 January 2025)

M. R. Glenn (resigned 24 September 2025)

P. S. Litherland (appointed 27 August 2025)

L. Mouton (appointed 8 April 2025)

J. R. S. Pennefather (appointed 1 February 2025)

R. A. C. Smith (resigned 8 April 2025)

M. A. Spencer

N. W. Wray

S. A. Wren

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