Annual Report and Accounts 2025-26

Strategic report Corporate Governance Financial statements i

Annual Report and Accounts 2026

ii Strategic report

Checkit's mission is to eliminate operational waste by evolving standard operating procedures into Predictive Operations, thereby ensuring compliance, maximising productivity, and unlocking new value opportunities at scale.

Our business model combines a cloud-based platform, integrated sensors, and mobile capabilities.

The Checkit platform provides the capabilities and intelligence to drive

automation, analytics, and operational predictability.

Integrated sensors capture real-time data from physical

environments, enabling seamless data logging, precise accuracy, and operational scalability of use cases and automation.

Mobile capabilities enable a connected frontline workforce, aligning operational procedures and protocols while delivering value

to customers with

simplicity in mind.

Our value proposition derives from combining predictability through data-driven insights, scalability via integrated sensors and use cases, and simplicity through intuitive mobile applications - enabling customers to establish, evolve, and expand Predictive Operations.

1

Financial highlights

Annual Recurring Revenue (ARR)1

£14.3m +2%

(FY25: £14.4m, or £14.0m

at constant currency)

Recurring Revenue

£13.2m +2%4

(FY25: £13.1m)

Adjusted EBITDA2

£0.3m +113%

(FY25: loss of £2.3m)

Group Bookings3

£1.4m -34%

(FY25: £2.1m)

Total Revenue

£13.7m -2%

(FY25: £14.1m)

Net Cash

£3.0m

(FY25: £5.1m)

Contents

Strategic report

Highlights 1

Company overview 2

Investment case 4

Non-Executive Chairman's statement 6

Chief Executive Officer's review 7

Market Overview 11

Platform Overview 12

Business model 14

Business strategy 16

Financial review 18

Strategy in action 20

Environment, Social and Governance 24

Stakeholder engagement and Section 172 28

Principal risks and uncertainties 30

Operational highlights

EBITDA profitability achieved

£0.8m EBITDA profit generated in H2.

Core product UI/UX refresh

Launch of redesigned user interface and improved user experience.

Structural reduction in cost base

£4.0m cost reduction programme implemented, resulting in a cash generative H2.

High quality recurring revenue base

96% of total revenue recurring in nature, providing strong forward visibility supported by multi-year customer contracts.

1. Annual Recurring Revenue (ARR) is defined as the annualised value of contracted recurring revenue from subscription services as at the period end, including committed annual recurring revenue from new wins. Constant currency comparatives are calculated using exchange rates prevailing at 31 January 2026.

2. Adjusted EBITDA is the earnings from operating activities before depreciation and amortisation, share-based payment charges and non-recurring or special items.

3. Bookings are defined as the committed Annual Recurring Revenue ("ARR") of new sales wins contracted during the period

4. Recurring revenue on a constant currency basis, with FY25 revenue restated using FY26 average exchange rates, resulting in FY25 revenue of £13.0m

Corporate governance

Executive leadership 35

Corporate governance report 36

Audit Committee report 39

Remuneration report 41

Report of the Directors 45

Directors' responsibilities statement 47

Financial statements

Independent auditor's report 49

Consolidated statement of

comprehensive income 54

Consolidated balance sheet 55

Consolidated statement of changes

in equity 56

Consolidated statement of cash flows 57

Notes to the consolidated financial

statements 58

Parent company balance sheet 80

Parent company statement of changes 81

in equity

Notes to the parent company financial 82

statements

Web property and advisers 85

Checkit powers Predictive Operations for large facilities and multi-site organisations. By enabling them to move beyond reactive ways of working to automated data collection, digitised workflows, and AI-driven intelligence, we empower organisations to increase compliance, safety, and top-line revenue.

Our services are delivered to hundreds of customers worldwide, including Fortune 500 companies and public health organisations. Customers use Checkit to digitise manual processes with our highly configurable platform and top-of-the-line integrated sensors, enhanced by AI and ML. Our combination of software, connected sensors, and frontline workflow tools links digital intelligence directly to physical environments and deskless workforces. This integration enables practical, outcome-focused applications that enhance human decision-making, strengthen compliance, and optimise asset performance at scale.

Predictability + Scalability + Simplicity = Predictive Operations

Checkit is transforming how forward-thinking digital-first organisations execute frontline work, blending execution, automation, and intelligence across every business function.

We connect people, assets, and workflows to generate performance data that informs operational strategy, execution, and compliance. Our single-source digital solution

is proven to unlock efficiencies at scale, driving down costs and risk while elevating service delivery at the frontline.

Predictive Operations delivers clarity to business leaders enabling them to see, understand, and optimise enterprise-wide processes and asset utilisation with ease.

Our customers include:

Platform

An end-to-end digital solution.

Predictive Operations

Operations provided by digitally enabled frontline workers and integrated sensors, drives value and impact from the outset. Checkit enhances activities performed by frontline workforces and increases asset utilisation efficiency through its end-to-end platform, built to help organisations become digital and data-first.

Sensors Mobile

Sensors

• Top-of-the-line integrated sensors

• Effective, reliable and compliant technology

• Fully-installed and maintained by Checkit's team of experts

  Platform

• Automated workflows and task management

• Monitors and analyses all mission-critical sensor data

• Real-time, pre-emptive digital alerts

• Advanced analytics and dashboards

  Mobile

• Enable an organisation to move from manual labour dependency to a digitally-optimised automated workplace

• Responsive, experienced staff who know sensors and platform capabilities in multiple environments empowering reliable and stable operations

Investment case

Reasons to invest in Checkit

• Recurring revenue model with operating leverage opportunity

• Strongly improving EBITDA trend demonstrated over 3 years to 31 January 2026

• Differentiated technology combining IoT, workflow software and applied AI

• Established presence in the United States

• Focused on large vertical markets with high-quality customers

Guided workflow management, integrated sensor automation

Organisations are prioritising operational efficiency as rising costs and competitive pressure accelerate investment in the digital transformation of frontline operations. At the same time, advances in AI are reshaping expectations of software capability and value.

In this environment, purely digital, application-layer software models face increasing commoditisation pressure. Checkit operates in a structurally different segment of the market. Our platform is embedded within customers' physical operations connecting sensors, assets and frontline teams in regulated, asset-intensive environments. In these settings, AI enhances structured human workflows rather than replacing them.

By integrating continuous sensing, guided workflows and Asset Intelligence within a single platform, we connect digital intelligence directly to physical operations. This embedded position within customer processes underpins long-term relationships and durable recurring revenue.

Integrated sensors Mobile workflows

Platform Intelligence

Recurring revenue model with operating leverage

96% of revenues are recurring, underpinned by multi-year customer contracts that provide strong forward visibility. Having reached Adjusted EBITDA profitability, further revenue growth is expected to drive cash generation. Our combined hardware and software platform is embedded within customers' physical operations, supporting long-term contractual relationships and high renewal rates.

Differentiated technology using AI and ML

Our platform and integrated sensors provide realtime intelligence, supported by AI and ML capabilities that add value to staff workflows and asset health management. This enables managers to optimise working practices, unlocking productivity gains, enhancing customer service, and efficiently managing assets. As a result, costs are reduced, and wastage and emissions are minimised.

Positive EBITDA trend

L/EBITDA improved from negative £6.4m in FY23 to positive £0.3m in FY26

Established presence in the United States

Our focus is on scaling our business in the US while continuing to drive growth in the UK. Our 'land-and

-expand' strategy has resulted in the US contributing over a quarter of the Group's annual recurring revenue.

Serving large customers and vertical markets

We focus on sectors such as hospitality, leisure, healthcare and retail. Our customers in leisure and retailing include National Trust, BP, and Tenpin. In the healthcare sector, customers include Octapharma, Grifols and the UK's NHS.

Recurring revenue

£14m

£13m

£12m

£11m

£10m

£9m

£8m

£7m

£6m

£5m

£4m

£3m

£2m

£1m

CAGR 21%

£0m

£13.1m

£13.2m

£11.2m

£9.6m

£6.8m

£5.2m

FY21 FY22 FY23 FY24 FY25

FY26

Non-Executive Chairman's statement

FY26 was a year of clear progress for Checkit, positioning the business for the future.

Keith Daley Non-Executive Chairman

Dear Shareholders

FY26 represented a significant milestone for Checkit, with the Group achieving second half EBITDA profitability and positive cash flow. This outcome reflects the focus, discipline and sustained effort of

the executive team and colleagues across the business.

The Board continues to be acutely aware of shareholder concerns regarding the Company's valuation.

During the year we received six unsolicited expressions of interest from potential acquirers of the business

and assets of Checkit plc. This led to the Board's decision to commence a

Formal Sale Process under the Takeover Code announced on 26 March 2026. At the time of writing, that process is still ongoing and further announcements will be made as appropriate. The announcement of a Formal Sale Process does not represent a firm intention by any person to make an offer and there can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale will be concluded, nor as to the terms on which any offer may be made.

Whilst the share price has recovered strongly in percentage terms from the 2025 low, particularly following the announcement of the Formal Sale

Process, it remains well below levels we believe reflect the Group's potential.

It remains for me to thank Chief Executive Officer Kit Kyte, Chief Financial Officer Kris Shaw, the senior leadership team and all staff in the UK and US for their contributions.

Delivering a substantial improvement in EBITDA profitability and cash flow in a challenging operating environment is a notable achievement and provides a strong platform on which to build.

Keith Daley

Non-Executive Chairman 20 April 2026

Chief Executive Officer's review

Kit Kyte

Chief Executive Officer

FY26 was a pivotal year for Checkit. We reinforced financial discipline, strengthened its operational foundations and positioned it for the next phase of development.

Formal Sale Process -Unlocking Strategic Value

The Formal Sale Process reflects our view that Checkit has reached a clear strategic inflexion point and that the current public market valuation does not fully reflect its quality, scalability and long-term potential. The combination of

hardware-enabled software, deeply embedded customer workflows and a growing data and AI capability represents a differentiated and relatively scarce asset within the operational intelligence market.

We believe that a structured process provides the best opportunity to crystallise value for shareholders and to accelerate the next phase of the Company's development, potentially under an ownership structure with

greater strategic flexibility and access to appropriately valued capital.

Importantly, the commencement of the Formal Sale Process does not alter our strategy or operating priorities. Our focus remains on execution, delivering for customers and continuing to strengthen the platform, all with a view of capitalising on the long-term growth opportunities in our markets.

Financial Performance

Our primary objective during FY26 was clear: to establish a sustainable financial model while continuing to invest in the long-term value of the platform. This was delivered.

Adjusted EBITDA for the year was profitable at £0.3 million, ahead of previous board expectations, compared with a loss of £2.3 million in FY25. The second half of the year generated positive Adjusted EBITDA and positive operating cash flow. The Group delivered £4.0 million of annualised cost savings and was cash flow breakeven for ten consecutive months, finishing the year with net cash of £3.0 million.

Recurring revenue increased to 96% of total revenue and Annual Recurring Revenue reached £14.3 million, up 2% at constant currency and 5% on an

underlying basis excluding a single large US customer contraction. Revenue of

£13.7 million reflected a continued shift away from lower-quality non-recurring activity and towards contracted recurring revenue.

These results represent a structural improvement in the business. Checkit now operates from a materially lower breakeven EBITDA profitability point with improved operating leverage and greater financial resilience.

Executing the reset

During the year we simplified the cost structure, streamlined internal processes and focused investment on areas of highest strategic return. Annualised operating costs were reduced materially while preserving our go-to-market capability and core product investment.

We strengthened commercial execution by sharpening our vertical focus and concentrating resources on enterprise customers where our operational intelligence platform delivers the strongest return on investment (ROI).

This 'inch wide, mile deep' approach continues to drive strong renewal rates and deeper customer relationships.

Customer expansion remained an important source of growth. Many customers expanded their deployments across additional locations and use cases, demonstrating the scalability of the platform and the strength of our land-and-expand model.

We also made significant progress in product development. Continued investments in Asset Intelligence and connected device capabilities have strengthened the platform's ability to capture and analyse operational data in realtime. These capabilities are central to the value delivered to customers and form the foundation for future AI-enabled services.

Taken together, the actions have transformed Checkit into a simpler, more focused and more scalable business.

A changing technology landscape

The broader technology environment is undergoing profound change.

AI is accelerating a structural repricing of traditional pure-play software businesses. Application-layer SaaS models without embedded physical integration are increasingly exposed to commoditisation risk. High gross margin alone is no longer a guarantee of defensibility and, in some cases, may indicate vulnerability to AI-enabled disruption.

Checkit does not share this vulnerability. We operate at the intersection of connected devices, embedded sensors, workflow digitisation and advanced analytics. Our platform captures operational data at the

frontline of physical processes in environments where AI enhances the system's value rather than replacing it. This integration of hardware and software creates a defensible moat rooted in operational embedment.

The data generated by connected devices and digital workflows becomes increasingly

valuable as analytics and AI capabilities develop. Our Asset Intelligence capability is an early example of this shift, enabling customers to move from reactive processes toward predictive and outcome-based operations. This evolution positions Checkit as an operational intelligence platform embedded within customer workflows rather than a standalone software application.

Hybrid platforms combining devices, connectivity and software analytics have demonstrated strong economic characteristics at scale, including durable customer relationships, high renewal rates and attractive

operating leverage. Our strategy is aligned with this proven operating model.

Across the broader IoT and operational intelligence sector, scaled operators have demonstrated that disciplined capital allocation and selective bolt-on acquisitions can strengthen recurring revenue density and accelerate operating leverage. The combination of organic land-and-expand growth with carefully targeted inorganic additions has

proven effective in deepening vertical capability, increasing ARR per customer and improving the overall quality and predictability of

revenue. As Checkit continues to strengthen its financial position, we see selective inorganic opportunities as a natural extension of our strategy where they enhance our operational intelligence platform and support long-term value creation.

Asset Intelligence is central to this evolution.

It integrates connected sensors, real-time condition monitoring, workflow automation and advanced analytics to provide customers with predictive insight into asset performance. By capturing continuous operational data at the edge, the platform enables early fault detection, reduced downtime, improved compliance

and measurable cost savings. As structured operational data accumulates, predictive accuracy improves, increasing customer value and deepening platform embedment across sites and use cases.

From financial discipline to strategic repositioning

The improvements achieved in FY26 allow the Company to move into its next phase from a position of strength.

As we enter FY27, management remains focused on improving profitability and maintaining financial discipline. At the same time, we are sharpening strategic focus and continuing the transition toward a more concentrated operational intelligence

platform. This includes continued discipline in customer selection, prioritisation of enterprise deployments where the platform delivers the greatest value, and ongoing simplification of the business where activities do not align with long-term strategic objectives.

This disciplined approach allows us to strengthen the platform while preserving strategic flexibility in a market that is undergoing rapid structural change.

Strategy in execution

We aim to enhance profitability and cashflow by:

• Expanding within the installed base through additional sites and use cases

• Increasing ARR density through larger enterprise deployments

• Continuing development of AI-enabled operational intelligence capabilities

• Improving productivity in new product development by using increasingly sophisticated AI tools

• Concentrating resources on the core platform

• Pursuing selective inorganic opportunities in a consolidating market

Growth will be delivered through three clear mechanisms. First, expansion within the installed base, as customers deploy the platform across additional sites, regions and operational workflows. Second, deeper

monetisation of data through Asset Intelligence and analytics-led modules that increase average revenue per customer and strengthen recurring revenue density. Third, disciplined acquisition of new enterprise customers within focused verticals where the ROI opportunity is clear and deployment scalability is proven.

An area of focus in FY27 is the United States, which represents our largest and most scalable addressable market. We are increasing executive attention and commercial discipline in this region to ensure stronger enterprise engagement, improved conversion rates and deeper account expansion. The US market combines operational complexity, multi-site scale and ROI-driven procurement dynamics that align well with Checkit's operational intelligence proposition.

While we remain disciplined in capital allocation, we believe that prioritising markets where organic growth is structurally strongest enhances both standalone performance and long-term strategic value. As deployments scale across sites and use cases, customers generate increasing volumes of operational data. This data underpins additional analytics capability and creates opportunities for further platform adoption over time. The combination of land-and-expand economics, recurring revenue visibility and expanding data value provides a strong foundation for long-term growth.

Outlook

Looking ahead, the Board and management remain focused on disciplined growth, sustained profitability and strategic clarity.

Our priority for FY27 is to build on the progress achieved in FY26 while accelerating high-quality ARR growth of the core platform. This will be achieved through deeper enterprise penetration in focused vertical markets, continued expansion of Asset Intelligence capabilities, and selective inorganic opportunities that enhance revenue density and platform strength.

I believe that Checkit is positioned to deliver durable growth in an evolving technology landscape and to create short, medium and long-term shareholder value.

Kit Kyte

Chief Executive Officer 20 April 2026

Capture

Connect

Our platform

Comprehend

Collaborate

Capture

Our platform replaces paper checklists, spreadsheets and fragmented legacy systems with digital workflows, while integrated sensors capture environmental and telemetry data across assets and buildings.

Connect

Data captured from people, assets and buildings across different teams, workplaces and locations is connected and analysed to generate insights into productivity and performance.

Collaborate

Teams collaborate through shared workflows, capturing evidence and context around tasks and alerts to eliminate duplicated effort and human error.

Comprehend

Business intelligence and dashboard analytics deliver actionable insights to leaders and managers, driving behaviour change and highlighting performance improvements.

Market overview

Our platform empowers a large, underserved and available market in an unpredictable world making people and assets digitally enabled, connected and prepared for future demands.

A large addressable market

The global frontline workforce comprises approximately

2.7 billion workers - or 80% of workers worldwide. Yet fewer than six in ten frontline workers use mobile devices in their jobs and 73% are still using paper forms.

Continuing shortages of frontline workers, high employee turnover, increasing payroll and supply chain costs combined with external pressures to demonstrate adherence to ever increasing compliance and sustainability requirements mean there is a compelling need for organisations to digitalise their frontline workforce practices.

Advances in technology, particularly in areas of AI and ML, enable organisations and leaders to: (i) track and optimise employee productivity; (ii) identify underperforming assets,

(iii) reduce costs and wastage; (iv) increase efficiency; and (v) attract and retain talent.

Checkit operates in several large and rapidly growing markets, collectively valued at an estimated $110 billion, with double-digit CAGRs. Our ability to serve these markets concurrently adds significant value by offering integrated, scalable solutions that reduce complexity. Checkit adopts an 'inch-wide mile-deep focus' on specific sectors where we have competitive differentiation and domain expertise. As a

result of this focus, we estimate that the potential technology spend within the frontline workforce for Checkit solutions could represent approximately 5% of this total market value, giving us a target addressable market of around £5 billion.

Our target addressable market

Our target addressable market applies to both our sensor and software solutions - the augmented workflow offering - aimed at incorporating physical assets into a digital ecosystem and applying digital tools and monitoring to transform working practices.

Currently serving three out of seven potential sectors

We are currently serving customers within three out of a potential seven markets - the Healthcare, Retail and Hospitality - in aggregate employing almost 800 million frontline workers.

Through our focus on those sectors we address 30% of the global deskless worker population. However in time, we believe that by evolving both the product and the go-to-market functions, we can address significant expansion opportunities in adjacent markets - Manufacturing, Biotechnology, Higher Education and Logistics.

Targeting the US market

The US remains the largest and most appealing market for the digitalisation of frontline workforce practices,

accounting for over five times more technology spend than the European market. The US market currently accounts for 27% of ARR and we believe it presents significant opportunity for further expansion and growth. We anticipate the US contributing more than 50% of Group revenues in the medium term.

Platform overview

Our product vision is to transform front line operations - boosting the performance, resilience and reliability of people and assets.

In a world of rising costs and competitiveness, where staff turnover is high and skills are in scarce supply, it is vital that front line staff concentrate on delivering value and quality. Automation of routine tasks and defined predictable processes are essential. But operations teams want to be able to look ahead, to predict and act on problems using insights from their data. Our vision is to answer this need.

Our products put three of today's biggest technology trends to work for our customers: integrated

sensors replace manual, occasional data gathering with continuous sensing; mobile work digitisation replaces manuals and paper forms with smart apps; and Asset Intelligence creates insights and suggestions previously unavailable. Each on its own is powerful, but together they create more value.

Exploiting this combination of capabilities in a single platform is at the heart of Checkit's vision and differentiation. It means we are uniquely able to address a wide set of business problems. To date, we have focused on food safety and food service operations as well as monitoring medical and life sciences environments. Both require continuous monitoring and for busy front-line workers to

perform and record workflows. Both also require the visibility and efficiency at scale that modern analytics and AI provide far better than human oversight and analysis.

We are continuing to evolve the product to deliver the benefits of this vision. Our guiding principles are:

• A single platform that deeply integrates sensors, workflow and Asset Intelligence

• Scalability across multi-site enterprises

• Simplicity for frontline users and analytical power to managers

• An open, modular approach that fits with customer processes and IT architectures.

Our product development is shaped by our vision and feedback from our customers, resulting in the following current priority areas:

• A unified, modern user experience - delivering improved enterprise management capability, increased user productivity and a significantly enhanced mobile experience. This is supported by a modernised API architecture designed for integration and future innovation.

• Platform unification and expanded intelligence capabilities - bringing advanced analytics and

AI features to our broader customer base, while creating a next-generation medical monitoring solution that is more integrated and efficient to deploy and operate.

These developments strengthen our ability to apply AI to real operational data in practical ways, improving prediction, prioritisation and asset performance across distributed environments.

Designed for the speed and scale of Predictive Operations

Rapid time-to-value, with unique features that help teams as they grow.

No code workflow builder

Workflows can be built and deployed rapidly using a simple drag and drop interface.

Integrated sensor automation

A variety of in-house and third-party sensors that can monitor and alert on critical assets.

Delivery of automated alerts and scheduled work to frontline workers

Prompt frontline workers from their mobile device to carry out actions triggered by sensor alerts from equipment or buildings ensuring remediation and risk prevention.

Real-time collaboration

Allow multiple staff to collaborate on a single set of actions, and understand standard operating procedure, reducing duplicated effort.

Reporting dashboards and Asset Intelligence

Out-of-the-box dashboards provide seamless digital reporting, and Asset Intelligence provides predictability around asset performance, health, and more.

Business model

Our business model

Our Assets Value creation

People

A workforce with deep domain knowledge of the industries we serve.

Enterprise-grade platform

Integration of workflow automation with data from integrated sensors, enhanced by AI to drive digitalisation

and efficiency.

Seed

Demonstrate value

We partner with our customers to uncover and digitalise single use cases to demonstrate impact and ROI.

Land

Design and onboard

Working with the customer we identify and deploy additional use cases to increase impact and value.

Operational ecosystem

An ecosystem of integrated sensors and mobile capabilities to gather datapoints and inform decisions.

Strong financials

Our business model is based on high quality recurring revenue growth from landing new customers and expanding existing relationships.

Initial relationship

Customers will often start building their sensor network and workflows using individual use cases.

Initial implementations are typically focused on proof-of-concept workflows or existing processes that

are challenging to the business.

Support

Our support team operate 24/7/365 days a year to answer customer calls.

Revenue generation

Expand

Growth

Customer Success works alongside the customer to identify and champion additional digitalisation

opportunities and improve efficiencies by driving product usage and aligning the platform to the customer's strategic goals.

Insight

Predictive Operations

Customers unlock Predictive Operations by connecting their frontline workforce, assets, and buildings, unlocking business insight.

Subscription revenue

We sell platform, sensor, and mobile application subscription bundles which

include updates, maintenance, calibration and support.

Professional services

We provide professional services on how to move to a digital workplace.

Stakeholders

Customer Success

Our customer success team partner with the customer to understand their strategic objectives associated with process automation and work alongside them to deliver ongoing product education and deliver value.

Platform enhancements

Our platform continuously delivers features and enhancements designed to improve usability, insights and unlock new use cases.

Employees

117

Investors

CKT.LN

Our investors can invest in the creation of a new

industry category with a large underserved market.

Business strategy

Achieving EBITDA profitability in FY26 marked an important inflection point for the Group. The strategic focus has now shifted from cost stabilisation to leveraging the operating platform to deliver sustainable profitability, while continuing to invest selectively in growth and scale.

Driving profitability through operational leverage

The scalable nature of the Checkit platform means that incremental revenues can be delivered at progressively higher margins. The Group will maintain an optimal cost base, streamline processes and prioritise investment with a clear focus on return on investment.

Our strategic priorities are:

• Maintain disciplined cost control while supporting growth.

• Convert operating leverage into sustainable profit

  KPI

  Gross margin: 72%

  EBITDA margin: 2%

  Scaling growth through customer expansion and technology

  The Group's growth strategy is anchored in a land-and-expand model, securing initial deployments in focused use cases or locations before expanding across sites, assets and function.

• Improvements to platform usability, integration and deployment processes enable customers to realise value more quickly and at lower operational

  friction, supporting faster expansion across estates and use cases.

• Timely targeted investments in sales and product development remain ROI-led ensuring that growth initiatives are aligned with customer value creation and profitability objectives

  KPI

  Net Revenue Retention: 101%

  ARR Growth: 2%

  Leveraging a high-quality, recurring revenue model

  We operate a subscription-based commercial model, generating high-quality, predictable revenues. This revenue structure underpins the Group's financial resilience, enabling disciplined planning and investment.

• Customer contracts typically commence with an initial three-year term, followed by a rolling twelve month renewal periods.

• The mission-critical nature of the platform within customers' operations supports strong retention, driven by improved compliance, operational efficiency and asset performance.

KPI

Recurring revenue as a percentage

of total revenue: 96%

Percentage of ARR renewed in year: 25%

Strategic report

Corporate Governance

Financial statements 17

Financial review

Kris Shaw

Chief Financial Officer

The financial year in review

FY26 was a year of significant financial and operational progress for Checkit, marked by decisive actions to improve profitability, strengthen cash generation, and position the Group for sustainable long-term growth.

During the year, we executed a substantial operational restructuring programme, which materially reduced our cost base and accelerated our path to profitability.

These actions delivered annualised cost savings of approximately £4.0 million, fundamentally reshaping the Group's operating model and creating a more scalable platform from which future incremental revenue can drive meaningful profitable growth.

As a result of these actions, the Group achieved an important financial milestone, delivering full-year positive Adjusted EBITDA of £0.3 million. This was driven by a significant improvement in performance across the year, with Adjusted EBITDA improving from a loss of £0.5 million in H1 to a positive £0.8 million in H2, demonstrating the effectiveness of the restructuring programme and the inherent operating leverage within the business. The second half was also

cash generative, reflecting both improved profitability and disciplined working capital management.

With a materially lower cost base now established, the business is well positioned for profitable future growth and cash generation.

Revenue

Total revenue for FY26 was £13.7 million (FY25: £14.1 million), a reduction of 2% year-on-year. This primarily reflects a reduction in non-recurring revenue from £1.0 million to £0.5 million, consistent with our strategic focus on subscription-based recurring revenue. Recurring revenues represented 96% of total revenue (FY25: 94%).

Recurring revenue increased to £13.2 million (FY25: £13.1 million or £13.0 million at constant currency), representing 2% growth on a constant currency basis. Performance was impacted by the reduction in ARR from a large US

customer, following the removal of unutilised services as part of a new three year contract. Excluding the impact of this customer contraction, underlying ARR growth was 5%, net revenue retention1 was 104%, and gross revenue retention was 95%.

EBITDA

£0.8m

H2 FY26

H1 FY24 H2 FY24 H1 FY25 H2 FY25 H1 FY26

(£0.5m)

(£0.9m)

(£1.5m)

(£1.4m)

(£1.9m)

£1.0m

£0.5m

£0m (£0.5m)

(£1m) (£1.5m)

(£2m)

Operating Costs and Adjusted EBITDA

The cost reduction programme implemented from May 2025 impacted all areas of the business and has materially reshaped the Group's cost base. Headcount was reduced

from 165 to 117 employees, with changes weighted towards the product function, aligning resources more closely with current strategic priorities.

Total annualised cost savings of £4.0 million, comprise £3.2 million of staff cost reductions and £0.8 million of savings across other operating expenses. As a result, the Group's EBITDA breakeven ARR threshold has reduced materially, improving financial resilience and increasing operating leverage as revenue scales.

Operating expenses charged to the income statement reduced by 18% year-on-year. The full annualised benefit of

Strategic report

Corporate Governance

Financial statements

19

the restructuring programme will be reflected in FY27. The Group's operating costs for the year are set out below:

Non-recurring or special items

Non-recurring and special items in the year totalled £1.1 million (FY25: £0.5 million). These costs primarily relate to the operational restructuring undertaken during the year,

transaction-related costs and other one-off items that are not considered part of the Group's underlying performance.

Restructuring costs of £0.8 million principally comprise redundancy and notice pay arising from the headcount reduction implemented from May 2025.

Transaction costs of £0.2 million relate to professional fees incurred in connection with the proposed acquisition of Crimson Tide, which did not complete.

The £0.1 million intangible impairment reflects a prudent reassessment of certain legacy capitalised development assets following the reprioritisation of the product roadmap.

Taxation

The Group remains loss making at a consolidated level and therefore no UK corporation tax charge has arisen for the year.

Notwithstanding this, a current tax charge of less than £0.1 million has been recognised in respect of profits generated by certain overseas subsidiary companies, which are subject to local corporation tax regimes. In addition £0.1m of overseas tax expense has been recognised in relation to prior periods.

At 31 January 2026, the Group had approximately £32 million of carried forward taxable losses. No deferred tax asset

has been recognised in respect of these losses due to the uncertainty regarding the timing of future taxable profits.

Claims in relation to R&D tax for the year amounted to £0.2 million, arising under the UK Research and Development Expenditure Credit ("RDEC") regime. The credit is treated as taxable income and is therefore subject to UK corporation tax.

Following changes to the UK R&D tax credit regime the presentation of the credit has been amended. The RDEC income has been recognised above the line within other operating income and therefore contributes to operating profit and EBITDA. In the prior year, the equivalent R&D credit was recognised within the tax line. This change in presentation reflects the updated accounting treatment under the revised scheme and does not alter the underlying economic benefit to the Group.

EPS - continuing operations

The weighted average number of shares in issue in FY26 was

108.0 million (FY25: 108 million). Loss per share (basic and diluted) was 2.6 pence (FY25: 3.3 pence).

As the Group reported a loss for the year, potentially dilutive share options have not been included in the calculation

of diluted loss per share, as their inclusion would be anti-dilutive. Accordingly, basic and diluted loss per share are the same for FY26.

Cash

As at 31 January 2026, the Group's cash balance was £3.0 million (FY25: £5.1 million).

Net cash outflow for the year was materially reduced, with annual cash consumption decreasing by 46% year-on-year. Cash outflow was weighted towards the second quarter of the year, reflecting restructuring

costs and the pre-restructuring cost base. Following the implementation of the cost reduction actions, the Group delivered cashflow breakeven in the second half of FY26.

The improvement in cash performance reflects the combination of Adjusted EBITDA profit, improved gross margins and disciplined working capital management.

This is reflected in the improvement in net cash outflow

from operating activities, which reduced from £1.2 million in FY25, to £0.1 million in FY26.

The Group remains debt free and did not undertake any refinancing or equity fundraising activity during the year.

Kris Shaw

Chief Financial Officer 20 April 2026

1 Net revenue retention ("NRR") is defined as the amount of recurring revenue from existing customers retained over the year, excluding new wins in the last 12 months. Gross revenue retention ("GRR") is defined as the amount of recurring revenue from existing customers retained over the period, excluding new wins or upsell/expansion in the period.

Case Study

Strategy in action

In 1895 three Victorian philanthropists, concerned about the impact of uncontrolled development and industrialisation, set up the National Trust to act as a guardian for the nation in the acquisition and protection of threatened coastline, countryside and buildings. It has since grown into Europe's largest conservation charity, protecting some of the most important spaces and places in England, Wales and Northern Ireland.

The National Trust looks after the nation's coastline, historic sites, countryside and green spaces, ensuring everyone benefits.

The National Trust's Food & Beverage operation is a large and diverse business. Covering over 350 sites in England, Wales and Northern Ireland, with outlets

operating everywhere from hill top tearooms, coastal cafés to parkland kiosks, more than 25 million people a year are served with fresh, local and seasonal food. In addition to being a key part of the visitor experience, the money earned supports historic properties and green spaces for the future.

With a need to maintain investment in important conservation whilst ensuring the best possible visitor experience, the Trust continually looks for opportunities to innovate and improve. One such area is the monitoring of refrigerator and freezer temperatures to ensure compliance with legislation.

This required significant manual effort as checks need to be completed several times each day. Sites vary in their layout and operational patterns, meaning manual temperature checks can be time consuming for staff, especially across multiple outlets.

The National Trust recognised that implementing automated temperature monitoring could reduce the amount of staff time associated with manual temperature checking and deliver additional reductions in management cost associated with collating and validating records.

The potential to improve central and local visibility of records, reporting and analytics, and reduce

operational pressures on labour required to complete manual temperature checks at busy times, allowing more focus on visitor experience, were also seen as key benefits.

Following an extensive evaluation process, the Trust chose to partner with Checkit and the solution is currently being deployed to fifty sites that are large enough to justify the labour saving benefit of remote monitoring. There is the potential to expand the system to all food and beverage outlets in the future once the benefits of initial adoption are realised.

21

Photo: richard-linter on Unsplash

Case Study

Strategy in action

Company Profile

Texas Tech University's hospitality operations, delivered in partnership with OVG Hospitality, serve thousands of guests across multiple high-volume environments. From premium hospitality suites and VIP social club areas to concessions and game-day kitchens, operations run year-round and reach peak intensity during major college football events.

Operational Challenge

Managing food safety, equipment performance, and operational consistency across numerous kitchens under extreme time pressure presented significant risks. Manual temperature checks and reactive maintenance left teams without realtime visibility into critical assets, meaning product loss, compliance gaps, and compromised guest experiences were ongoing concerns, especially on high-stakes game days.

Partnership with Checkit

Checkit has been deployed across Texas Tech's hospitality operations to provide continuous, automated monitoring of critical food storage and preparation assets. With real-time sensors and alerts, teams can now proactively intervene when equipment deviates from safe operating conditions, allowing them to act before product is compromised.

OVG Hospitality's General Manager, Megan Sunderman, highlights the impact:

"Within the first two months of using Checkit, the software paid for itself. Sensors alerted to a walk-in cooler going down, and we were able to have it fixed within the hour."

Texas Tech's implementation of the Checkit Monitoring System delivers:

• Continuous monitoring of critical temperature and safety data

• Real-time alerts for deviations and equipment issues

• Proactive intervention to protect high-value inventory

• Centralised visibility across all hospitality kitchens and service points

  The Checkit solution has delivered measurable operational advantages:

• Immediate visibility into asset performance and safety

• Protected high-value product during high-pressure service periods

• Uninterrupted service for thousands of guests

• Essential performance support during peak game-day operations

  Outcomes by the Numbers:

• Two months to ROI, reflecting rapid value realisation

• One hour fix time for critical equipment issues

• Thousands of guests protected

• 100% product saved from temperature-related loss

Supporting Operational Growth:

Following success with core monitoring, Texas Tech and OVG Hospitality are expanding Checkit's digital footprint with structured workflows, customised checklists, standardised food-safety protocols, and opening/closing procedures, creating a scalable foundation for broader digital compliance and operational excellence.

23

Environment, social, and governance (ESG)

Since establishing our ESG programme in FY24, Checkit has integrated ESG principles throughout the organisation. In a landscape of evolving global ESG priorities, we believe a well-designed programme creates lasting value for our stakeholders.

From the outset, our objective was to integrate ESG metrics and initiatives into Checkit's core operations. Today, ESG considerations inform decision making throughout the business. From the recruitment of new joiners to the onboarding of suppliers, we evaluate key decisions with ESG considerations at the forefront.

Environment

Our pledge to sustainability

Checkit is committed to providing our customers with tools that support their sustainability ambitions, aligning our ESG programme with our dedication to reducing environmental impact.

Flexible working

In FY25, we surveyed the business to better understand employee commuting and working practices. This survey reaffirmed our commitment to the 'remote-first' approach to flexible working, which we have retained in FY26.

Reducing our carbon footprint

Where possible, we refurbish and reuse equipment to reduce our footprint. Our primary hardware suppliers are all UK-based.

Low emissions and mileage

We have continued to invest in hybrid vehicles to reduce emissions from engineer travel. More than 80% of our fleet is hybrid, and engineer mileage is closely monitored and reduced through more efficient deployment of resources.

Our emissions reduction journey

We work with Carbon Neutral Britain to calculate our emissions in accordance with ISO 14064 and GHG Emissions Protocol standards. Our FY26 emissions again reveal that vehicle emissions are our major contributor, followed by business travel and

organisation site energy usage. Following our first year emissions assessment, Checkit has achieved an 18% reduction in overall emissions in year three. Although our priority is to reduce our emissions, Checkit also offsets its emissions through the Verified Carbon Standard and United Nations Certified Emissions Reduction programmes. Checkit Europe Limited is a carbon neutral certified organisation.

Set out below are CO2 emissions associated with Checkit Europe Limited:

2

In the future, we aim to expand our offsetting and carbon reduction calculations to include our US operations.

Carbon reduction plan

Our commitment extends beyond offsetting emissions to ambitions to achieve Net Zero for scope 1, 2 and 3 emissions by 2050. Our targeted Carbon Reduction Plan, with strategic initiatives already in motion, focuses on our key emissions areas:

• vehicle emissions;

• business travel; and

• site energy consumption.

  We are already implementing measures to reduce the key sources of emissions identified above, and expect to deliver meaningful improvements over the next twelve months. Our offices in Fleet and

  Cambridge continue to be supplied by 'green' energy providers. A formal carbon reduction plan will be developed in FY27 setting out how we will achieve our net zero ambitions.

  
  
  Social

  An inclusive environment where our people can bring their whole selves to work

  In the year under review, we delivered training to employees focusing on neurodiversity with the aim of raising awareness and enhancing support. We enable employees to donate to their chosen charity directly from their gross salary through a payroll giving scheme. In addition, we organised events through our charity committee and championed a volunteering programme, which allows employees to take paid time away from the business to volunteer for a cause they care about.

  We ran our annual company culture survey which sought to engage with employees in order to determine where the business should focus to promote an inclusive and empowering culture. The results of this survey

  Gender diversity statistics

  provide Checkit with tangible insight and shine a light on where increased focus can benefit our employees and enhance our culture.

  Male

  Female

  Prefer not to say

  76% (FY25: 74%)

  of respondents agree or strongly agree that Checkit's culture supports work-life balance and employee wellbeing.

  Demographic statistics

  90% (FY25: 77%)

  of respondents agree that Checkit is an inclusive and diverse workplace.

  Employee age distribution

  White

  Black

  Mixed

  60 to 69 4%

  50 to 59

  40 to 49

  30 to 39

  11%

  28%

  34%

  Asian Prefer not to say

  Religious diversity at Checkit

  18 to 29

  Prefer not

  to say

  15%

  8%

  0% 10% 20% 30% 40%

  We prioritise the well-being and mental health of our people and support them through the following:

  • mental health first aiders;

    Christian

    Hindu

    Muslim

  • two well-being days per employee per year;

  • volunteering days; and

  • a 'remote-first' flexible working policy.

    No religion

    Prefer not to say

    
    
    Governance

    The Board is committed to maintaining high standards of sustainable and ethical corporate governance. ESG objectives are formally reviewed and approved by the Board on an annual basis, and progress against these objectives is regularly monitored. Checkit has established robust governance frameworks and processes that promote transparency, accountability and effective oversight of corporate governance matters. These frameworks are subject to periodic evaluation to ensure they remain aligned with evolving stakeholder expectations and best practice.

    Board evaluation

    The Board routinely assesses its effectiveness and carried out its most recent formal evaluation in January 2026.

    Quoted Companies Alliance

    This year we are complying with the latest version of the Quoted Companies Alliance Corporate Governance Code, published in November 2023.

    In addition, we have continued to run an ESG Working Group with representatives from across the business to ensure our programme is developed by our employees instead of being imposed on our employees. As part of every employee's induction, they are given access to full details about our ESG programme and encouraged to participate in the ESG Working Group.

    For more information, please see our corporate governance report on pages 36 to 38.

    Our ESG approach represents our sustained focus on responsible decision-making and delivering measurable impact.

    
    
    

    Stakeholder engagement and Section 172

    Working for the benefit of all our stakeholders

    Section 172

    Engaging with our stakeholders is crucial to the long-term success of the Company.

    In engaging with our stakeholders, we consistently refer to our fundamental principles, values and culture. This supports improved decision-making at every level of the Company. These pages provide examples of how we build and maintain relationships with key stakeholder groups.

    Section 172 of the Companies Act 2006 requires a director of a company to act in a way that the director, in good faith, considers would be most likely to promote the success of the company for the benefit of shareholders. In doing so, consideration is given to a series of important matters, including:

  • the likely consequences of any decisions in the long-term;

  • the interests of our employees;

  • the need to strengthen the company's relationships with suppliers, customers and others;

  • the impact of our operations on the community and environment;

  • our reputation for high standards of business conduct; and

  • our commitment to equitable conduct.

Shareholders

We are committed to engaging with shareholders using consistent and effective communication.

Key considerations include the Company's financial performance, long-term strategy, corporate governance and stewardship. The CEO and CFO have regular meetings with

institutional shareholders through meetings held after financial reporting and trading updates.

Private shareholders are encouraged to engage with the Board at the Company's AGM where the Board makes itself available for shareholders to ask questions. The Company also makes interactive management presentations through the Investor Meet Company platform to current and prospective shareholders regardless of the number of shares they own.

Employees

We recognise our diverse, skilful and experienced workforce as our most important asset. With an emphasis on flexible working, we regularly review how to best balance the benefits of remote working with the value of in-person collaboration. Regular off-site meetings and online Company-wide meetings allow the leadership team to present progress, listen to feedback and answer questions. Regular employee surveys are carried out to measure employee sentiment and ensure that strategic principles, news and values are understood. On an annual basis we run a survey focused on equity, inclusion and diversity which also asks questions about culture, to monitor where additional attention is required.

Customers

Checkit stands out by building partnerships with its customers. Trusted relationships enable us to lead customers through their digital transformations, providing a robust solution, industry knowledge, and consultancy support.

Our account management team supports our customers from the start to invest in the right technology. Our dedicated customer success managers then work proactively to provide process improvements and recommendations, to build multi-threaded relationships, and ensure customers get the most out of their investment.

By sharing these stories internally through our Customer Review Board meetings, and Voice of the Customer channels, we are embedding a customer-centric culture across the business.

Suppliers

Checkit places a high value on its relationships with suppliers, including contractors and service providers. Trusted, collaborative partnerships facilitate efficient and effective business performance.

The Company operates in a way that guards against unfair business practices and encourages suppliers and contractual partners to adopt responsible policies. All suppliers are asked to sign Checkit's Code

of Conduct, which details the standards of business conduct and ethics the Company expects of its suppliers. We continually review and strengthen our Code of Conduct and supplier questionnaires to reinforce this. Regular meetings and audits are held with key suppliers to gather feedback and continually improve relationships.

Community and environment

We are dedicated to contributing positively to the broader community and environment. Through our volunteering programme we have supported local initiatives such as conservation projects and food banks. We want to empower customers to eliminate operational waste. Our platform directly enables customers to increase efficiencies and reduce operational waste, such as food, medicines and supplies. Our solutions help our customers reduce their energy consumption and improve remote operations management.

Checkit is committed to a flexible, hybrid working model, resulting in reduced transport requirements and an increasingly paperless environment. The majority of our shareholders now receive all documentation electronically to reduce unnecessary paper waste.

Full details of Checkit's ESG programme are contained in the ESG report on pages 24 to 27.

Checkit Board of Directors

Ownership and monitoring

Group Internal Audit

Independent, objective review function

Audit Committee

Independent review and challenge

Risk Management Forum

Review and input

Risk Management Forum

Chief Financial Officer - Chair Chief Technology Officer

Vice President of Sales RoW

Group General Counsel and Company Secretary

Prioritising effective risk management is of fundamental importance to Checkit in the pursuit of its strategic objectives.

Risk Register

Risk management

The Board holds ultimate responsibility for upholding systems and processes aimed at risk management and ensuring the fulfilment of the business's strategic priorities. The Risk Management Forum (RMF) meets quarterly to ensure risks are being identified, assessed and mitigated. Executive Directors have responsibility

for the overall management and delivery of the strategy and attend and review the output of the RMF. The Audit Committee provides an independent review of the effectiveness of the RMF and internal controls and

ensures that the Group is in full compliance with relevant regulations and laws, supported by the Group General Counsel and Company Secretary.

FY26 principal risks heat map

E

A

C

B

F

D

Low

Impact

High

A B

C

Growth

People and culture

Product development

1. Customer dependency

2. Information and cyber security

3. Business operations

A risk analysis is undertaken, considering detailed individual risks that fit into six main categories:

• Growth;

  High

• People and culture;

• Product development;

• Customer dependency;

• Information governance and cyber security; and

• Business operations.

  Likelihood

  This is combined with a strategic review to ensure that all appropriate risks are identified, assessed and quantified. Mitigation plans and actions are then put in place to ensure risks are reduced to a level that is as low as reasonably practicable.

  Risks are assessed both pre and post-mitigation to identify the overall risk level based on a combination of probability of occurrence (likelihood) and the magnitude of potential consequences (impact).

  Low

  Checkit risk heat map

  The risk heat map shows a representation of the Group's principal risks, including an assessment of their relative impact and likelihood (after mitigation). These risks are not intended to illustrate a full analysis of all risks that could arise in the ordinary course of business or otherwise.

  More detail on the Group's principal risks and uncertainties and how they are being managed is set out below. In FY26 we continued to implement mitigations to address the principal risks facing Checkit. The principal financial risks are separately disclosed in Note 1 to the financial statements on page 63.

  Risk description Mitigation

  1. Growth

     The Group's growth strategy may result in a number of challenges for the business, including:

     • increased demand on business resources, including people, processes, and cash;

     • dependence on new sales to achieve financial and strategic objectives; and

     • increased burden on operational, financial, and technical infrastructures.

• Strategy to grow customer relationships over time, reducing the barrier to adoption.

• Increased automation and efficiency in operational delivery.

• Planning to address any platform architecture growth constraints.

• Strategic and financial planning processes.

• Business performance management reviews.

• Regular sales and operations planning meetings.

• Cost base re-alignment.

1. People and culture

   Checkit is dependent on access to the right talent to deliver on its strategic goals.

   As the business grows, there is pressure to attract new talent to deliver key roles quickly to support the existing team.

   Any dependency on individuals for critical knowledge could mean a loss of key personnel would impact the business's ability to deliver on its plans.

   • Employee engagement programmes, including enhanced benefit offering and employee share option plans.

   • Talent acquisition infrastructure.

   • Single point of failure and key role identification with increased notice periods adopted and employment terms harmonised.

   • Succession planning in place.

   • Business continuity plans in place.

   • Performance reviews for employees.

2. Product development

   Checkit operates in a rapidly evolving and increasingly competitive market, where innovation by existing competitors and emerging technology-led entrants, including AI-enabled solutions, could erode product differentiation or accelerate disruption.

   The Group's products are mission-critical to customers' operations, and sustained platform outages or performance degradation could result in reputational damage, customer attrition, and reduced revenue.

   The long-term sustainability of the proposition depends on maintaining cost-effective platform economics.

   Increases in per-user or per-sensor costs could adversely impact margins if not offset through pricing, scale, or operational efficiencies.

   • Continued product investment to maintain competitive position whilst launching innovative products harnessing AI.

   • Quality assurance process in place.

   • Customer usage monitoring.

   • Platform load testing and evolution to be simpler to maintain.

   • Cost efficiency initiatives and analysis to improve data centre infrastructure.

     Risk description Mitigation

3. Customer dependency

   The Group has a degree of customer concentration, particularly in the healthcare and food retail sectors.

   While the Group's growth agenda means this risk continues to reduce, any loss of business from its largest customers may impact business performance.

   • Long-term contracts.

   • Dedicated account management for high tier customers to nurture and scale ongoing relationships.

   • Customer Success programmes.

   • Monthly customer review meetings.

   • Commercial operations and contracting processes.

   • Net promoter scores.

4. Information governance and cyber security

   The Group holds significant amounts of personal data. This carries risks associated with information governance and data protection.

   The Group is also reliant on cloud-based IT infrastructure, where any loss of key systems could impact the business's ability to operate.

   While most security breaches are due to errors in disclosing data, cyber attacks and malware increasingly threaten the integrity of Checkit's own data and systems, as well as the data it holds on behalf of customers.

   • ISO 27001 accredited framework of data security processes and Cyber Essentials certification.

   • Asset risk assessments aligned to ISO 27001.

   • Regular employee training and awareness.

   • Data management/cyber security policies and incident management system and response.

   • Increase in SSO applications and delivery of security roadmap.

   • Relevant insurances.

   • Business continuity and disaster recovery plans with annual penetration testing.

   • DPO officer.

5. Business Operations

Checkit has undergone rapid change and transformation. This risk concerns whether we can continually meet customer requirements and have operational processes and systems that can meet the demands placed on our products and employees.

Inconsistent communication across all stakeholder groups could also impact the Group's ability to execute its plans.

• Employee communication programme.

• Performance management process and leadership training.

• Creation of service catalogue.

• Monthly operational performance reviews.

• Focus on customer journey.

34 Strategic report

Executive leadership 35

Corporate governance report 36

Audit Committee report 39

Remuneration report 41

Report of the Directors 45

Directors' responsibilities statement 47

Leading into the future Executive leadership

Kit Kyte

Chief Executive Officer

Kit was appointed in February 2021 as the CRO heading up the Company's growth function before becoming CEO in June

2021. He was formerly Vice President of Sales at global professional services

firm Genpact. Before his business career, he served as a Captain in the Royal Gurkha Rifles.

Kris Shaw

Chief Financial Officer

Kris joined the Company in October 2024 as Chief Financial Officer having previously spent

three years as Chief Financial Officer at Smartspace Software plc. After

qualifying as a Chartered Accountant in 2005, Kris spent 14 years working in finance roles in various sectors.

Keith Daley

Non-Executive Chairman

Keith is an experienced entrepreneur and chairman with deep knowledge of sales and marketing. Originally a corporate banker, he bought, invested in,

managed and sold numerous businesses

over almost 40 years. Keith was appointed Non-Executive Chairman in 2022 having previously served Checkit in an Executive capacity.

Alex Curran

Non-Executive Director

Alex is the CEO of Aptitude Software, a global financial software provider that helps complex organisations automate

and transform their financial business models. She joined Aptitude in 2008

and has held several senior roles, including leading their North American business since July 2019, before becoming CEO in November 2023. Alex was appointed to the Checkit Board in January 2023.

Key

Board member Executive leadership Audit Committee Remuneration Committee

The Board of Directors ("the Board") of Checkit plc ("Checkit") has adopted the 2023 Quoted Companies Alliance Corporate Governance Code ("QCA Code") in line with the London Stock Exchange's requirement for all AIM listed companies to comply with a recognised corporate governance code.

As Chairman of the Board, I am responsible for ensuring that the Company has suitable corporate governance

arrangements in place which are appropriate for the size and complexity of the Company and that these arrangements are followed in practice. The QCA Code ensures we have

a governance framework in place that helps the business achieve and execute on the business model and strategy set out on pages 14 to 27.

The Board recognises that having a skilled, effective and balanced Board is of fundamental importance to the longterm success of Checkit. The Board comprises the Non-Executive Chairman, Chief Executive Officer, Chief Financial Officer and a Non-Executive Director. Biographical details can be found on page 35. All Board Directors put themselves forward for re-election at each AGM. The Board notes the QCA Code's recommendation contained in Principle 6 that there should be at least two Non-Executive directors whom the Board considers to be 'independent'. Although the Board only has one independent director (Alex Curran), the Board deems its composition to be suitable given the size and stage of development of the Company. However, the Board will keep its composition under review and contemplate adding an additional independent Director at an appropriate

opportunity. Composition and independence are discussed at

least annually by the Board.

Set out below is how Checkit and members of its group currently comply with the ten principles set out in the QCA Code. Further updates are published at least annually in line with our full-year reporting calendar.

Keith Daley

Non-Executive Chairman 20 April 2026

1. Establish a purpose, strategy and business model which promote long-term value for shareholders

   Checkit operates a subscription-based model providing real-time operations management solutions. Its purpose is to empower complex, distributed operations with smart

   automation and actionable insight. This supports long-term shareholder value through recurring revenue, operational scalability, and customer loyalty. The strategy, developed

   by the Executive Directors in collaboration with the Global Leadership Council and then approved by the Board, focuses on market expansion, product innovation, and enhanced sales capabilities.

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

   Checkit fosters a culture grounded in integrity, collaboration, and accountability. The Board regularly review cultural

   tone, which is reinforced through leadership conduct, internal engagement initiatives and our revised employee handbook and associated policies. In addition, our ESG programme promotes a culture of governance and integrity across Checkit and its supply chain.

3. Seek to understand and meet shareholder needs and expectations

   The Board is committed to engaging with shareholders to ensure that the business strategy, operating model, and performance are clearly understood and communicated. The Executive Directors and the Chairman are in contact with the Company's major shareholders in relation to strategic

   decisions and regularly pass feedback to the Board. The Board is supported by Checkit's nominated advisor, broker and investor relations advisor who keep the Executive Directors appraised of shareholder expectations and reactions.

   The Board look to maximise opportunities to communicate with investors and actively encourages feedback from the investor community. The Board places great emphasis

   on having constructive relationships with all shareholders. The AGM is the main forum for dialogue with private shareholders and shareholders are given the opportunity to raise questions during the AGM.

   In addition, Checkit has a regular programme of investor engagement which includes trading updates and presentations to shareholders and analysts immediately following the publication of the half year and full year results. The half year and full year presentations give shareholders the opportunity to raise questions directly with the Executives.

   The Board reviews feedback from shareholders following presentations, and Non-executive Directors are also available to meet major shareholders, if required.

   Checkit's main point of contact for shareholder engagement is the Company Secretary and general contact details are also available on Checkit's website to support communication and feedback.

4. Take into account wider stakeholder interests, including social and environmental responsibilities

   In addition to its shareholders, the Company's other key stakeholder groups are:

   • Employees

   • Customers

   • Suppliers

   • Regulators

   • Local communities

     Checkit takes its responsibility to these stakeholders seriously and seeks to actively engage with them regularly to inform and influence better decision making. Environmental and social responsibilities are increasingly integrated into strategic planning, with the Chief Financial Officer overseeing ESG initiatives and corresponding KPIs to monitor progress. The Company seeks to minimise its impact on the environment wherever possible and annually audits and offsets its emissions.

5. Embed effective risk management, internal controls and assurance activities

   The Board maintains a comprehensive risk framework to identify and manage key risks. This includes regular internal and external audits, formal risk registers, and executive-led reviews. An Audit Committee, composed of Non-Executive Directors, reviews risk controls and

   oversees auditor independence. Risk appetite is reviewed annually to ensure alignment with strategic objectives.

   The key elements of Checkit's internal control environment include:

   • close involvement of the Executive Directors in the day-to-day running of the group;

   • clear lines of authority and reporting established;

   • regular internal audits of all departments within the business;

   • centralised control and decision-making over key areas such as capital expenditure and financing; and

   • a suite of regular reports focusing on the key performance and risk areas. Such reports include detailed annual budget setting with monthly monitoring and daily reporting including reports on sales, orders and cash balances compared with budget.

     The group undertakes regular updates and reviews of its business processes, co-ordinated by the group quality and compliance function to ensure that it not only addresses basic financial controls but that nonfinancial controls are also in place over areas such

     as information security, calibration and certification, health and safety and environmental issues.

     Mitigation can only provide reasonable, but not absolute, assurance against material misstatement or loss. As such, the group maintains insurance cover for the group's activities, with the types of cover and insured values being reviewed on a regular basis by the Executives.

     The group maintains a risk register which not only highlights risks relevant to its businesses but also details the actions being taken to mitigate these risks. These registers are reviewed regularly at Executive level.

6. Establish and maintain the board as a well-functioning, balanced team led by the chair

   The Board regularly reviews its composition and is satisfied that it has an effective and appropriate

   balance of skills, capabilities and experience between the Directors to deliver the strategy of the Company for the benefit of its shareholders.

   Where new Board appointments are considered, the search for candidates is conducted and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including but not limited to gender balance.

   The Chairman takes responsibility for a calendar of regular Board meetings, of which there are at least six per year. The Board met ten times in FY26 with all members in attendance. The Chairman ensures that Board agendas reflect good corporate governance and concentrate on the key strategic, operational and financial issues.

   The Board is aware of the backgrounds and other interests of the Directors and changes to these are reported and, where necessary, agreed with the rest of the Board. Procedures are in place to manage potential conflict of interest.

   The Board is supported by an Audit Committee and Remuneration Committee. The Remuneration

   Committee is comprised of Non-Executive Directors Keith Daley (Chair of Remuneration Committee) and Alex Curran. The Audit Committee is comprised of Alex Curran (Chair of the Audit Committee) and Keith Daley. Keith Daley's financial background

   and in-depth knowledge of Checkit and Alex Curran's mixture of UK and US high-growth orientated experience provide the necessary level and combination of skills and knowledge to the respective Committees.

7. Maintain appropriate governance structures and ensure directors have relevant experience and skills

   The Board, supported by the Company Secretary and Committees Directors receive regular updates and external advice when necessary. Senior managers frequently present at Board meetings to broaden oversight and knowledge. The Directors keep their skill set up to date with ongoing training and are informally assessed on a regular basis.

   The Board is supported by the Company Secretary and every Director is aware of the right to have concerns added to minutes and to seek independent advice at the Group's expense.

   The long-term success of the Group is the responsibility of the Board. Two Executive Directors have responsibility for the operational management of the Group's activities and development of the Group strategy. Two Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.

   The Board has two sub-committees as follows:

   Audit Committee:

   • The Audit Committee oversees the integrity of the financial results and risk management strategy of the Company.

   • It engages and works with the external financial auditor and Group management. It reviews and reports to the Board on significant issues including estimates and judgements made in connection with the preparation of the Group financial statements.

   • The Audit Committee met three times during FY26.

     Remuneration Committee:

   • This Committee ensures that the Group's Executive remuneration policy is aligned to the implementation of the Company strategy and shareholder interests. The

     Committee seeks to establish a remuneration policy that is designed to motivate, retain and attract Executives of the calibre necessary to achieve the Group's strategic ambitions.

   • The Remuneration Committee met three times during FY26.

     Given the current size and complexity of the Group, the Board does not currently consider that a nominations committee is required.

8. Evaluate board performance based on clear objectives

   The Board undertakes an annual evaluation of its effectiveness. Given the size of the Company and the Board, this comprises a structured internal self-assessment supported by a Chair-led discussion of performance, composition, and governance effectiveness.

   The Board considers annually whether to engage an external provider to support this process, and commissions

   an external evaluation when it considers this would add value. Factors considered when determining whether to commission an external evaluation include changes in the scale or complexity of the business and feedback from shareholders.

9. Establish a remuneration policy supportive of long-term value creation

   Details of how the remuneration structure and practices of the Group support the achievement of the Group's strategic goals and the delivery of medium to long-term shareholder value are contained the Remuneration Report found at pages 41 to 44.

10. Communicate governance and performance by maintaining dialogue with shareholders and stakeholders

    Engagement with our stakeholders is key to a successful business and is an ongoing part of managing our business.

    The Group communicates with shareholders in a number of ways, including:

    • the Group's annual report and accounts;

    • full year and half-year result announcements;

    • other regulatory announcements;

    • the Annual General Meeting and outcomes;

    • meetings with existing shareholders;

    • webinars or roadshows; and

    • one to one meetings with major (or potential) shareholders.

      Corporate information available on the Company website includes:

    • annual reports for the last six completed financial years;

    • full and half year results announcements;

    • notices of general meetings for the last six completed financial years; and

    • other regulatory announcements.

The Company engages its broker and investor relations advisers to assist in shareholder interaction and feedback. The Board receives regular updates on the views of shareholders

from these advisers.

Regular on-line Company wide meetings, off-site events and video updates from the Executive ensure that employees receive important updates. All employees are invited to watch the presentation by the Executive which follow the release of our half and full year results.

Employees are also directed to the Company website, internal HR portal and encouraged to keep up to date with Company reports.

The outcome of recent votes at general meetings can be found on the Company's website at https://www.checkit.net/ investor-relations/reports-documents/, along with historical annual reports and other governance related materials.