Annual Financial Report 2025

Annual report and financial statements Registered number SC368538 Year ended 31 December 2025

Directors and Advisers 3

Company Profile and Business Summary 4

Chairman's Statement 5

Strategic Report 11

Directors' Report 16

Remuneration Committee Report 20

Corporate Governance Statement 22

Statement of Directors' Responsibilities 31

Report of the Audit Committee 32

Independent Auditor's Report 34

Consolidated Statement of Comprehensive Income 40

Statements of Financial Position 41

Statements of Changes in Equity 42

Statements of Cash Flows 44

Notes to the Consolidated Financial Statements 46

Peter Hallett (Interim Non-Executive Chairman) David (Niall) O'Regan (Chief Executive Officer) Nicola Chown (Chief Financial Officer)

Rachel Horsefield (Non-Executive Director)

Delgany Corporate Services Limited

24 Dublin Street Edinburgh EH1 3PP

Cavendish Capital Markets Limited 1 Bartholomew Close

London EC1A 7BL

DAC Beachcroft LLP 25 Walbrook

London EC4N 8AF

Barnes Roffe Audit Limited Charles Lake House Claire Causeway Crossways Business Park Dartford

DA2 6QA

Computershare Investor Services plc 44 North St. Andrew Street Edinburgh EH2 1HJ

Santander UK plc Level 2

Triton Square London

NW1 3AN

The principal activities of Tialis Essential IT PLC ('Company' and 'Group') are the provision of end-to-end IT solutions, concentrating on end-user device management and on-site support solutions and AI consulting services.

The country of incorporation is Scotland; the Company's registered number is SC368538 and the Company is limited by shares. The main country of operation is the United Kingdom.

Further information on the Company can be found at https://www.tialis.com.

• Tialis Essential IT PLC ('Tialis') is a UK based managed services provider delivering outsourced IT services as a strategic technology partner primarily on behalf of system integrators.

• Within its portfolio of services, Tialis specialises in activities including the storage, build, configuration, and shipping of all end-user devices as well as the provision of on-site support engineers, tech bars, server maintenance and fully managed project deployments.

• Its support services have been developed to support clients with all IT requirements, to either complement an existing in-

  house IT team or act as a fully dedicated IT team on its customers' behalf.

• Revenues were 15% lower in 2025 at £17.7 million (2024: £20.8 million), gross margins remain constant at 29% (2024: 29%). Adjusted EBITDA¹ remained steady at £1.8 million (2024: £2.0 million).

¹ Adjustments are as followed; Interest, tax, depreciation, amortisation, impairment charge, non-underlying items, fair value (loss) / profit and share-based payments.

I am pleased to present the Chairman's Statement for the year ended 31 December 2025. This has been a year of continued operational progress, tighter strategic focus and improving financial stability for Tialis Essential IT PLC ("Tialis" or "the Group"), while navigating a challenging macro-economic backdrop and periods of slower customer decision-making across parts of the IT services marketplace. The Group has remained focused on supporting customers, strengthening its core Managed Services business, deepening customer and partner relationships, diversifying its revenue base, and pursuing structured growth opportunities that the Board believes can support long-term value creation. During the period, there were also a number of changes to the Board which are set out below.

Group revenues were £17.7 million (2024: £20.8 million) reflecting the impact of contract insourcing by two customers, alongside a temporary softening in project activity and delayed customer orders in the context of a challenging market environment. The Board believes these conditions are cyclical and that underlying demand for the Group's services remains robust.

Adjusted EBITDA remained stable at £1.8 million (2024: £2.0 million), underlining the resilience of the Group's operating model and the benefits of our previous cost efficiency initiatives.

Importantly, the business also remained strongly cash generative during the year at an operating activated level, enabling the Group both to invest in selected strategic opportunities and to accelerate debt reduction.

During the year, the Group renewed and extended a number of significant contracts, closing the year with a strong and well-diversified new-business pipeline of approximately £8 million of annual contract value ("ACV"), supporting greater revenue visibility.

We were particularly pleased to see momentum return in the second half of the year, including the addition of a large global systems integrator to our partner network. Tialis secured two strategically important multi-year awards:

• A £50 million, 5-year follow-on framework agreement with a long-standing enterprise customer, covering Lifecycle Services, Tech Bars, End User Support and Field Engineering across their operations.

• A £15 million, 5-year contract with a major UK Government Department, which commenced in September 2025, further strengthening our position as a trusted provider across the UK public sector.

  Together, these awards materially enhance forward revenue visibility and demonstrate the continued confidence placed in Tialis by its customers across both enterprise and public sector markets.

  The Group has continued to execute against its strategy to create a simplified, well-scaled, profitable managed services organisation centred around the Tialis Essential IT Manage Limited platform. Our strategy retains three core pillars:

• Organic growth through expansion of our partner ecosystem and market share;

• Development of high-margin Lifecycle Services as a differentiator in the end-user device market;

• Targeted inorganic growth where acquisition opportunities provide synergistic value and recurring returns for shareholders.

In 2025, the Group took meaningful steps in expanding its investment portfolio:

Tialis launched AI Auxesis, a 50%-owned subsidiary dedicated to AI-driven customer experience analytics. AI Auxesis has made a strategic investment in QPC 2020 Limited ("QPC"). Since the investment, QPC has secured a global partnership agreement with Genesys, established multiple strategic alliances, and delivered early enterprise wins, signalling an encouraging early growth trajectory.

Tialis acquired a £1.485 million loan, which it subsequently restructured into equity and a new interest-bearing facility. This transaction enabled Tialis to secure a 14.14% shareholding in Digital Petcare while continuing to generate a 12% interest return on the new facility of £0.7 million.

Chairman's Statement (continued)

The Group acquired 10.6% of CloudCoCo Group plc, further diversifying its investment holdings within the UK technology sector.

The Group acquired 50% of MXLG Acquisitions Limited ("MXLGA"), a joint venture with Liberty Global Europe 2 Limited. The Board believes this investment is aligned with Tialis' stated strategy of disciplined capital allocation into opportunities that can enhance longterm shareholder value, broaden the Group's exposure to attractive end markets and create additional routes to future cash generation.

MXLGA provides Tialis with exposure to a complementary platform operating in the SME technology services market in the UK, with scope for operational development and longer-term strategic upside. Since acquisition on 7 October 2025, the joint venture achieved revenues of £5.7 million, adjusted EBITDA of £0.5 million and a loss after taxation of £0.4 million.

The Board believes the investment has the potential to generate attractive returns over time and further supports the Group's strategy of combining a resilient core operating business with selective higher-growth and higher-return opportunities.

During 2025 and early 2026, the Board undertook a number of important changes.

Peter Hallett and Rachel Horsefield joined the Board as Non-Executive Directors in September 2025. Following the Board changes announced on 30 January 2026, Peter Hallett has since assumed the role of Interim Non-Executive Chairman to support an orderly transition and maintain effective independent oversight while the Board progresses the appointment of a permanent Chair.

Matthew Riley stepped down in October 2025. David (Niall) O'Regan was appointed Chief Executive Officer in January 2026, reflecting the Board's confidence in his leadership of the Group's operational activities. Andrew Ian Smith stepped down from the Board in January 2026.

The Board is focused on maintaining continuity, effective governance and disciplined execution of the Group's strategy during this period of transition. As Interim Chairman, I am confident in the depth, commitment and capability of the leadership team, and the Board expects to appoint a permanent Chair in due course.

Our colleagues remain central to the Group's success. During 2025, the Group reduced average headcount as part of organisational simplification initiatives designed to better align the cost base with business needs. The Board is deeply appreciative of the professionalism, commitment and continued customer focus shown by employees during a period of change.

We remain committed to fostering a culture anchored in collaboration, accountability, and inclusivity. Mandatory training programmes continue to support our priorities in equality, diversity, health & safety and data security.

We intend to continue with our organic initiatives which are already demonstrating positive momentum, including the expansion of our partner network and we are also exploring expansion into Europe. The Board will continue to assess selective inorganic opportunities where these are strategically coherent, financially disciplined and supportive of long-term shareholder value.

We are also exploring additional complementary solutions that can be added to our current services portfolio, which would increase our offering to customers in the end user device market. In addition to this, we are also looking at marketing strategies to increase our brand awareness to the direct market, which can deliver quicker turnaround on Request For Proposal (RFP) wins and therefore faster in year revenue recognition. The transformation of traditional on-site support maintenance solutions, to our Lifecycle services is also key, as it improves our margins, reduces costs for our customers and has less risk of margin erosion than traditional people-based services.

Chairman's Statement (continued)

We also recognise the importance placed on sustainability and plan to continue to improve on our ESG targets and our offering of carbon neutral solutions to our customers. Please find more details in the Strategic Report under the Environmental Policies.

The Directors are proposing a special resolution that will be put to shareholders at the upcoming 2026 AGM to approve a capital reduction. The capital reduction being requested is: (i) to cancel the share premium reserve (which currently stands at approximately £63.7 million); and (ii) to cancel and extinguish the 496,702,800 deferred shares of 2.49 pence each in issue (which have no rights or economic value) and release the amounts created by such reduction of capital to distributable reserves.

This would provide the Company with additional flexibility in the future, including in relation to share buy-backs and dividends, should the Board consider it appropriate to do so.

The global economic and geopolitical environment remained uncertain during the year and continues to evolve. Persistent inflationary pressures, elevated interest rates, labour cost increases and wider supply chain and supplier cost inflation continued to affect the UK operating environment.

These conditions affected the Group principally through externally driven increases in employment costs, insurance premiums, software and licence charges, business rates and certain third-party service costs. The Board has responded through active cost management, operational simplification and continued focus on margin discipline.

The Board continues to monitor developments closely and believes that the Group's diversified customer base, strong public-sector exposure and proactive cost management provide resilience against these external challenges. While uncertainty remains, the Board is confident that Tialis is well positioned to navigate the current environment and to capitalise on opportunities as market conditions stabilise.

Trading in the current financial year remains in line with Board expectations. Our in-year pipeline for 2026 stands at £8 million annual value with a broad range of customers and continues to grow, giving us strong visibility over future growth.

Our expectation for the year is that approximately 77% of revenue will be generated from existing contracts with the remainder derived from new business wins. This, together with a buoyant pipeline, underpins confidence in a year of strong growth for the Group.

The key priority for 2026 is to further increase the focus and utilisation of our lifecycle facility which delivers greater efficiency for our end-user customers, improved levels of customer satisfaction and stronger margins. Initiatives are currently underway with our most significant partner to support an increase in activity in this area.

The Group has also seen a strong start to 2026 with regard to its joint venture investment in MXLG Acquisitions Limited. The joint venture commenced the year positively, securing and delivering significant one-off revenues in January 2026. As a result, performance for the first quarter of 2026 is ahead of budget. The Board is encouraged by this early momentum and believes it provides a positive indication of the joint venture's potential contribution in the year ahead.

Chairman's Statement (continued)

Revenue for the full year was £17.7 million (2024: £20.8 million). Gross profit margin remained constant at 29%, although resulting gross profit has decreased year-on-year to £5.0 million (2024: £6.0 million). Adjusted EBITDA¹ remained at £1.8 million (2024: Adjusted EBITDA of £2.0 million). The net loss after tax for the year was £1.6 million (2024: loss £3.2 million), after £1.3 million amortisation and impairment expense and fair value loss on deferred and contingent consideration (2024: £2.2 million amortisation and impairment expense and fair value profit on deferred and contingent consideration).

The increase in certain operating costs during the year reflects the wider macro-economic environment outlined above. Inflationary pressures and externally driven cost increases fed through to the Group's cost base, including higher employment-related costs, insurance premiums, business rates, software and licence charges and certain supplier pricing increases.

¹ Adjustments are as follows; Interest, tax, depreciation, amortisation, impairment charge, non-underlying items, fair value (loss) / profit and share-based payments.

Non-underlying items relating to on-going restructuring and reorganisation amount to £0.4 million in the year (2024: £0.7 million).

After incurring net finance charges of £0.4 million relating to interest and arrangement fees for loan notes, leases and bank debt (2024: £0.4 million), the loss before tax is £1.7 million (2024: loss of £3.3 million).

The utilisation of tax losses and the benefit of the increase in the rate of corporation tax on the deferred tax asset has resulted in a tax credit for the year of £0.2 million (2024: tax credit £0.1 million).

Whilst the underlying trading performance of our Manage business shows significant positive EBITDA, the aggregate impact of group costs, finance costs and amortisation charges result in a loss after tax for the year of £1.5 million (2024: £3.2 million), which equates to a basic loss per share of 5.55 pence (2024: loss per share of 13.11 pence).

The Group has property, plant and equipment of £0.5 million (2024: £0.7 million) all of which are subject to depreciation as per the policies set out in the accompanying financial statements. During the year there were additions of £0.2 million (2024: £0.2 million additions).

Further, intangible assets of customer contracts and related relationships are £3.6 million (2024: £4.8 million) and are subject to amortisation as per the policies set out in the accompanying financial statements.

Chairman's Statement (continued)

Trade and other receivables have decreased to £4.2 million from £4.4 million.

Trade and other payables amounted to £2.6 million (2024: £4.1 million), including trade payables of £1.3 million (2024: £1.3 million), taxation and social security of £0.7 million (2024: £1.2 million) and accruals of £0.6 million (2024: £0.6 million).

The deferred and contingent consideration of £nil million (2024: £1.05 million) is included in other payables.

Contract liabilities arise from customers being invoiced in advance of services delivered, in accordance with individual contractual terms, at the balance sheet date this amounted to £0.3 million (2024: £0.8 million).

Net cash generated from operating activities during the year was £1.4 million (2024: £1.9 million), demonstrating the continued cash-generative nature of the Group's core Manage business despite a lower revenue base. Cash generation remained robust, supported by disciplined working capital management and the strength of the Group's relationships with key strategic partners.

During the year, the Group continued to invest selectively in attractive strategic opportunities while also accelerating debt repayment. In particular, £1.0 million of bank borrowings was repaid during the year, reflecting the Board's focus on balance sheet discipline and financial flexibility.

After investment in growth opportunities, modest capital expenditure and the repayment of debt and lease liabilities, the Group ended the year with bank borrowings of £3.0 million and a cash balance of £0.7 million (2024: bank borrowings of £4.0 million and cash of £0.9 million). The Board believes this demonstrates both the resilience of the Group's cash generation and its ability to fund investment while strengthening the balance sheet.

As at 31 December 2025, the bank borrowings liability in the balance sheet was £3.0 million (2024: £4.0 million).

There were donations to charities of £nil in the year (2024: £1,982).

The Directors have produced detailed trading and cashflow forecasts. In reaching their conclusion on the going concern basis of accounting, the Directors note and rely on the improved trading performance, the positive cash generation that the business is now experiencing and the current signed order book. A reverse stress test of the model has been run to determine at what level of shortfall in revenues the Group would run out of cash. Given the committed orders already obtained and the visibility of future revenues, the directors do not consider it likely that revenues could drop to such an extent that the Group would run out of cash. They have also considered the impact of any delayed customer payments and have developed plans to mitigate any such delays to ensure that the group can continue to settle its liabilities as they fall due and operate as a going concern.

The directors therefore have an expectation that the Group and Company have adequate resources available to them to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Group and Company continue to adopt the going concern basis in preparing these consolidated financial statements.

Chairman's Statement (continued)

The Directors do not propose a dividend in respect of the current financial year (2024: £nil).

Interim Non-Executive Chairman 11 May 2026

A detailed review of the business is set out in the Chairman's Statement and the Financial Review. The year under review represented a period of consolidation and strategic progress for the Group with both continuing revenues and gross margin remaining consistent year-on-year and adjusted EBITDA¹ remaining positive, despite the impact of non-cash charges, finance costs and restructuring activity on reported post-tax results. Future developments and current trading and prospects are set out in the Executive Director's Statement and the Financial Review. These reports together with the Corporate Governance Statement are incorporated into this Strategic Report by reference and should be read as part of this report. The Group's strategy is focused on maximising value for stakeholders by increasing revenues and profits by upselling to our current customer base as well as by bringing new customers on board.

At 31 December 2025, the Board comprised four Directors (2024: three) two of whom are male and two are female. At 31 December 2025 the Group had 212 employees including Directors (2024: 268) of which 169 were male (2024: 245) and 43 were female

(2024: 44).

¹ Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, impairment charges, non-underlying items,loss on disposal of fixed assets and share-based payments.

The Board uses a range of financial and non-financial key performance indicators ("KPIs") to assess operational performance, financial resilience and progress against the Group's strategic objectives. These KPIs are reviewed regularly by the Board and are consistent with those used internally to manage the business.

Revenue and Adjusted EBITDA are the primary measures used by the Board to assess the scale and underlying profitability of the Group. While revenue declined year-on-year, gross margins remained stable and Adjusted EBITDA performance reflects the benefits of cost efficiency and simplification initiatives.

during the year was driven by organisational simplification initiatives.

progress against the Group's strategy to diversify revenues.

Strategic Report (continued)

Identifying, evaluating, and managing the principal risks and uncertainties facing the Group is an integral part of the way the Group does business. There are policies and procedures in place throughout the operations, embedded within our management structure and as part of our normal operating processes.

The Board reviews the principal risks on a bi-annual basis. The impact, measures in place and tactics to mitigate risks are assessed on a regular basis. The risk categories, set out below, have been identified by the Board as those currently considered to potentially have the most material impact on the Group's future performance. In addition to these risks, note 25 contains details of financial risks.

Customer concentration

The Group has a significant revenue concentration with a single Partner (60%) (2024: 81%) which represents a further reduction in concentration year-on-year. This is mitigated as there are a number of end customers, all with different agreements and contract end dates. The Group has traded with the Partner for over 20 years and has long standing relationships. The Group is also focused on reducing this concentration and is working on several opportunities to achieve this.

Market and Economic Conditions

Market and economic conditions are recognised as one of the principal risks in the current trading environment; however, the Board believes the Group's exposure is mitigated by the high proportion of public sector and mission-critical end-customers. Risk is mitigated by the monitoring of trading conditions and changes in government legislation, the development of action plans to address specific legislative changes and the constant search for ways to achieve new efficiencies in the business without impacting service levels.

The Board does not believe the current macro-economic outlook has changed the Group's prospects given the large proportion of the end-customers being in the public sector. The Group has also undertaken stress testing of the detailed trading forecasts and cashflows taking into account inflation and interest rate increases. The Board does not consider that these will change the outlook at present. In relation to interest rates increases, the Group's debt is at a fixed rate.

Reliance on Key Personnel and Management

The success of the Group is dependent on the services of key management and operating personnel. The Directors believe that the Group's future success will be largely dependent on its ability to retain and attract highly skilled and qualified personnel and to train and manage its employee base. During the year, the restructuring programme continued which resulted in more members of staff being made redundant and other members of staff moving into new roles. For those who remain there are several employee benefits and active communication is encouraged within the business to mitigate the risk of losing skilled and qualified individuals. Furthermore, there is an apprenticeship scheme which the Group believes will assist in training and retaining younger individuals going forward.

Competition

The Group operates in a highly competitive marketplace and while the Directors believe the Group enjoys certain strengths and advantages in competing for business, some competitors are much larger with considerable scale. The Group monitors competitors' activity and constantly reviews its own services and prices to ensure a competitive position in the market is maintained.

Technology

The market for our services is in a state of constant innovation and change. We devote significant resource to the development of new service lines, ensuring new technologies can be incorporated and integrated with the Group's core services. The nature of the Group's services means that they are exposed to a range of technological risks, such as viruses, hacking and an ever-changing spectrum of security risk. We maintain constant pro-active vigilance against such risks and the Group maintains membership of some of the highest levels of security accreditation as part of the service it offers its customers.

Strategic Report (continued)

The Directors are aware of their duty under section 172(1) of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

• The likely consequences of any decision in the long term;

• The interests of the Company's employees;

• The need to foster the Company's business relationships with suppliers, customers and others;

• The impact of the Company's operations on the community and the environment;

• The desirability of the Company maintaining a reputation for high standards of business conduct; and

• The need to act fairly between members of the Company.

  The Board recognises that the long-term success of the Company requires positive interaction with its stakeholders. Positive engagement with stakeholders will enable our stakeholders to better understand the activities, needs and challenges of the business and enable the Board to better understand and address relevant stakeholder views which will assist the Board in its decision making and to discharge its duties under Section 172 of the Companies Act 2006.

  Our Commitment

  The Company is committed to operating with an inclusive, transparent, and respectful culture and places particular emphasis on operating to the highest ethical and environmental standards.

  The Directors take personal ownership of the policies and maintenance of the necessary exacting standards of business conduct throughout the organisation and for delivering these corporate and social responsibilities.

  Stakeholder Engagement

  Recruitment and employee management are undertaken in line with the Company Employment Policy which has committed to a working environment with equal opportunities for all, without discrimination and regardless of sex, sexual orientation, age, race, ethnicity, nationality, religion, or disability.

  We are committed to being an equal opportunities employer and oppose all forms of unlawful discrimination. We believe that staff members should be treated on their merits and that employment-related decisions should be based on objective job-related criteria such as aptitude and skills. For these reasons, all staff members, and particularly managers with responsibility for employment-related decisions, must comply with the practices described below:

• recruitment;

• pay and benefits;

• promotion and training;

• disciplinary, performance improvement and redundancy procedures.

As part of the induction of all employees and on a recurring annual basis, all employees have to complete a mandatory set of training courses, one of which is on equality, diversity and inclusion in both the workplace and local communities.

We conduct a gender pay analysis annually and the report is published on the Company's website.

Tialis seeks to attract and retain staff by acting as a responsible employer. The health, safety and well-being of employees is important to the Company. All employees have access and are encouraged to use the Employee Assistance Program with a 24-hour helpline.

Strategic Report (continued)

Furthermore, the Company has committed to continuous development schemes and will support employees to attain the best for themselves and the Company through personal assessment, training and mentoring.

Externally, Tialis has established long-term partnerships that complement its in-house expertise and has built a network of specialised partners within the industry and beyond.

The Directors have committed to promoting a company culture that treats everyone fairly and with respect and this commitment extends to all principal stakeholders including shareholders, employees, consultants, suppliers, customers, and the communities where it is active.

All Directors are encouraged to act in a way they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its shareholders. In doing so, they each have regard to a range of matters when making decisions for the longterm success of the Company.

Tialis Group cares profoundly about the health and safety of our employees, customers and the communities who could be affected by our activities and aims to protect them from any foreseeable hazard or danger arising from our activities. To this end in 2025 the Company completed a series of safety related studies and reviews, including electrical and gas, quantified risk assessments and layer of protection analysis using external experts to review the product risk and the application on our Dartford site. In all instances the findings of the safety risk assessments have demonstrated that the risk arising from the Tialis Group's activities is well within acceptable tolerable risk levels. In 2026 the Company will revisit these assessments to identify any changes that have been introduced which may represent new or variants of risk.

We have a Health and safety policy and as mentioned above all employees have to complete a mandatory set of training courses, which include several health and safety courses, including manual handling, mental health awareness, stress awareness, bullying and harassment, display screen set-up and a general health and safety course.

The Directors recognise that the key to successful health and safety management requires an effective policy, organisation, and arrangements which reflect the commitment of senior management. The executive management team implement the Company's health and safety policy and ensure that the Company Health and Safety (HSE) management system and safety standards are all maintained, monitored, and improved where necessary.

The Company's activities at its Dartford site were delivered HSE incident free in 2025.

The Company's Environmental Policy recognises the importance of our technology from a global challenge perspective. The Company will regularly evaluate the environmental impact of its activities, products, and services, taking all actions necessary to continually improve the Company's and its products' environmental performance.

The Company is proud to have been awarded ISO 14001.

Tialis Group has a Carbon Reduction Strategy which is published on the company website. We at Tialis Group are committed to reducing our impact on the environment in order to help safeguard our planet for future generations. We have committed to a well-below 2 degrees Celsius trajectory and to maintaining our scope 1 and scope 2 greenhouse gas emissions at a level 30% lower than in our base year of 2018. We have invested in an environmental management system certified to ISO 14001 to ensure that we can monitor and manage our activities to meet our targets.

Strategic Report (continued)

In addition to committing to maintaining our scope 1 and 2 emissions at 30% less than they were in 2018, we will also work to reduce our overall greenhouse gas emissions (scopes 1, 2 and 3) by 2.5% every year from a 2021 baseline. We have engaged with Science Based Targets (SBTi) to validate our 30% reduction target. SBTi has confirmed that our target of a 30% reduction from 2018 has been accepted and will be published on their website. They have undertaken due diligence on the 2018 information we provided and verified its accuracy. As the work we have done in the last few years has helped us achieve the 30% target already, we will now ensure that we maintain this lower level.

As mentioned above all employees have to complete a mandatory set of training courses, which include an environmental awareness course.

The Group's purpose is to build value for the investors and shareholders through the development of innovative service offerings designed to reduce business IT costs and increase efficiencies for our partners and customers.

We intend to continue with our organic initiatives that continue to demonstrate positive growth, including the expansion of our partner network and we are also exploring expansion into Europe. The Group is considering growth through acquisition and would consider synergistic targets that would expand and deepen our service offerings.

We are also exploring additional complementary solutions that can be added to our current services portfolio, which would increase our offering to customers in the end user device market. In addition to this, we are also looking at marketing strategies to increase our brand awareness to the direct market, which can deliver quicker turnaround on RFP wins and therefore faster in year revenue recognition. The transformation of traditional on-site support maintenance solutions, to our Lifecycle services is also key, as it improves our margins, reduces costs for our customers and has less risk of margin erosion than traditional people-based services.

We also recognise the importance placed on sustainability and plan to continue to improve on our ESG targets and our offering of carbon neutral solutions to our customers.

Interim Non-Executive Chairman 11 May 2026

24 Dublin Street Edinburgh EH1 3PP

The Directors present their report together with the audited consolidated financial statements for the year ended 31 December 2025 for Tialis Essential IT PLC ("Tialis" or the "Company") and its subsidiaries (together, the "Group").

The principal activity of the Group during the year was the provision of end-to-end IT solutions, concentrating on end-user device management and on-site support solutions and AI consulting services. The Company is a holding company.

The review of the year and the Directors' strategy are set out in the Chairman's Statement and in the separate Strategic Report in this Annual Report.

The Company did not pay a dividend during the year ended 31 December 2025 (2024: £nil). The Directors do not recommend the payment of a dividend at 31 December 2025 (2024: £nil).

The Directors who held office during the period and up to the date of the Annual Report are as follows: Andrew Ian Smith (resigned 30 January 2026)

Matthew Riley (resigned 8 October 2025) Nicola Chown

Peter Hallett (appointed 8 September 2025)

Rachel Horsefield (appointed 8 September 2025)

David (Niall) O'Regan (appointed 30 January 2026)

Delgany Corporate Services Limited

A brief biography of the current Directors can be found below:

David (Niall) O'Regan - Chief Executive Officer

David (Niall) O'Regan was appointed as a Chief Executive Officer on 30 January 2026. As Chief Operating Officer since September 2024, Niall has been responsible for the Group's operational activities and has worked closely with the former Executive Director and Chief Financial Officer to support the delivery of the Group's strategy and operational performance. Niall joined Tialis on the acquisition of certain profitable contracts from Allvotec in 2023 where he held several senior leadership roles, including Managing Director. He has over 25 years' experience in senior commercial, sales and operational roles across the technology, managed services, retail, hospitality, and leisure sectors.

Nicola Chown - Chief Financial Officer

Nicola, a qualified chartered accountant, is a highly experienced finance professional who has over twenty years' experience in finance and business development leadership roles and was appointed to the Board on 16 September 2024. Nicola has been the Chief Financial Officer of Tialis since 2021 and oversees the financial operations of the Group as well as the HR, property and legal teams. She has introduced financial and operational processes and has been central in the integration of new systems and in implementing strategic and cost cutting measures.

Nicola is a member of the Remuneration Committee.

Directors' Report (continued)

Peter Hallett - Interim Non-Executive Chairman

Peter Hallett was appointed as a Non-Executive Director on 8 September 2025. Peter, a qualified chartered accountant, is a highly experienced plc non-executive director and chief financial officer with multi-sector expertise including technology, FMCG manufacturing and retail in national and multi-national corporates. He is the senior independent non-executive director of Altitude Group plc, an AIM listed technology company mainly US based. Peter is the co-founder, investor and strategic consultant to Merchr Limited, a private start-up technology business providing a comprehensive end to end cloud based platform providing a total outsource solution for personalised merchandise to major global brands.

On 30 January 2026 Peter stepped up to be the interim non-executive chairman of Tialis. Peter is a member of the Remuneration Committee and chair of the Audit Committee.

Rachel Horsefield - Non-Executive Director

Rachel Horsefield was appointed as a Non-Executive Director on 8 September 2025. Rachel was the Chief Executive Officer of THG Beauty Limited, a global retailer and brand owner operating through two leading predominantly online consumer businesses, LookFantastic and Cult Beauty. During her ten years with THG Beauty, Rachel worked with over 800 of the world's most popular brands and has a wealth of digital and beauty experience. Prior to joining THG Rachel was with Boots where she held a number of roles within ecommerce. Rachel has advised numerous listed and private companies in board positions across the digital and retail sectors.

Rachel is chair of the Remuneration Committee and a member of the Audit Committee.

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained Directors' and Officers' liability insurance throughout the financial year in respect of itself and its Directors.

All directors will be put forward for re-election at the forthcoming AGM in accordance with the 2023 QCA Corporate Governance Code.

Details of the Directors' service contracts and their respective notice terms are detailed in the Remuneration Committee report.

Directors' Report (continued)

Apart from the exiting director, Andrew Ian Smith, the directors of Tialis do not hold any shares in the Company (see table below).

At 31 December 2025 and at 11 May 2026, being the latest practicable date before the publication of the Annual Report, the Company is aware of the following significant interests in its ordinary, voting share capital:

1. MXC Capital Limited was a related party; Andrew Ian Smith, former Executive Director, was Chief Executive Officer and a substantial shareholder of MXC Capital Limited.

2. Daisy Intermediate Holdings Limited was a related party; Matthew Riley, former Non-Executive Director, is a director and major shareholder of Jet Holdco Limited (formerly Daisy Intermediate Holdings Limited).

A resolution is to be proposed at the forthcoming AGM for the re-appointment of Barnes Roffe Audit Limited as auditor to the Company, at a rate of remuneration to be determined by the Audit Committee.

The Company's financial risk management objectives and policies are described in note 25 to the financial statements.

The Company has two classes of share capital which is divided into Ordinary shares of 1p each and Deferred shares of 2.49p. Details of the Company's issued share capital can be found in note 27 to the financial statements.

The flow of information to staff has been maintained by our staff email bulletins and staff meetings. Members of the management team regularly discuss matters of current interest and concern to the business with members of staff; in particular in regard to providing information on performance indicators, encouraging employee participation and engendering a common awareness of financial and economic factors which affect the Group's performance.

The Group continues to focus on building channels that ensure the Company is effectively listening and responding to employees. In doing so, we can identify opportunities to better meet employee needs and interests, reflecting these where possible in the principal decisions taken by the Company.

Directors' Report (continued)

The Group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of employees who become disabled whilst employed by the company. Particular attention is given to training, career development and promotion of disabled employees with a view to encouraging them to play an active role in our development.

Each of the Directors who was in office on the date of approval of these financial statements, having made enquiries of their fellow Directors, confirms that:

• To the best of each Director's knowledge and belief, there is no information relevant to the preparation of their report of which the Group's auditor is unaware; and

• Each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Group's auditor is aware of that information.

Future developments and current trading and prospects are set out in the Executive Director's Statement and the Financial Review. On behalf of the Board

Interim Non-Executive Chairman 11 May 2026

Non-executive director Rachel Horsefield and interim non-executive chair Peter Hallett were appointed to the Remuneration Committee on 24 September 2025. Following the resignation from the board of Matthew Riley on 8 October 2025, Rachel Horsefield was appointed chair of the Remuneration Committee on 29 October 2025. Andrew Ian Smith resigned from the board on 30 January 2026, so the Remuneration Committee now comprises Rachel Horsefield, Peter Hallett and Nicola Chown.

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of Executive Directors and other designated senior executives and, within agreed terms of reference, determining the total individual remuneration packages of such persons, including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors is a matter for the Executive Directors. No director is involved in any decision as to his or her own remuneration or benefits.

There were no meetings of the Remuneration Committee in 2025 but there was a meeting in February 2026 in which the appointments of Niall O'Regan as CEO and Peter Hallett as interim non-executive chairman were discussed before a recommendation was made to the Board.

For further details of the Remuneration Committee, please refer to the Corporate Governance report in these financial statements.

The Remuneration Committee is aware that the remuneration package should be sufficiently competitive to attract, retain and motivate individuals capable of achieving the Group's objectives and thereby enhancing shareholder value.

Basic salaries for the Executive Directors are reviewed in January each year. The benefits provided to the Executive Directors may include contributions to a Group defined contribution pension scheme, private medical insurance for themselves, their spouse and their children, life assurance cover of 4 times salary, critical illness and income protection cover, a company car allowance and annual leave of 25 days.

The Remuneration Committee determines the criteria for the award of performance bonuses for the Executive Directors in advance of each year. The bonuses are pensionable. Non-Executive Directors do not receive a bonus.

The Board, within the limits stipulated by the Articles of Association and following recommendations by the Executive Directors, determines Non-Executive Directors' fees. The annual fees are £60,000 (2024: £40,000) for a Non-Executive Director. The annual fees were £156,250 in 2024 for an Executive Chairman. The fee for a new permanent Non-Executive Chairman will be determined by the board and Remuneration Committee.

Remuneration Committee Report (continued)

For Directors who held office during the year, emoluments are shown in full for the year ended 31 December 2025, even when the director was appointed during the year, and are as follows:

1. Director's emoluments in respect of Andrew Ian Smith were paid to MXC Advisory Limited, a subsidiary of MXC Capital Limited and to JWI Partners Limited. Andrew Ian Smith resigned from the board on 30 January 2026.

2. Andy Parker resigned from the Board on 10 September 2024.

3. Nicola Chown was appointed to the Board on 16 September 2024.

4. Nicolas Bedford resigned from the Board on 1 December 2024.

5. Matthew Riley resigned from the Board on 8 October 2025.

6. Peter Hallett was appointed to the Board on 8 September 2025.

7. Rachel Horsefield was appointed to the Board on 8 September 2025.

The Executive Directors' salaries are paid by subsidiary companies within the Group. The Non-Executive Director fees and the fee to MXC Advisory Limited and JWI Partners Limited for Andrew Ian Smith's services are paid by the Company.

Chair, Remuneration Committee On behalf of the Board

11 May 2026

The Directors attach great importance to maintaining high standards of corporate governance to help achieve the Company's goals. In 2024, the Company was an early adopter of the QCA Corporate Governance Code 2023 (the 'QCA Code') published by the Quoted Companies Alliance, which comprises 10 Principles which was revised in 2023.

The QCA Code explains that companies need to aspire to deliver growth in long-term shareholder value, having regard to the interests of other stakeholders. This requires an efficient, effective and dynamic governance framework and should be accompanied by good communication in order to promote and retain confidence and trust. This aligns with the approach adopted by the Board of Tialis which is responsible for corporate governance.

In usual circumstances, the Chairman is responsible for corporate governance and the overall leadership of the Board and ensuring its effectiveness. This was not the case throughout 2025 as the Company was without a chairman until 30 January 2026 when I was appointed interim non-executive Chairman. The members of the board collectively assumed the role of implementing good corporate governance between them up to that point.

We have considered how we apply each principle to the extent that the Board judges these to be appropriate for our circumstances, and below we provide an explanation of the approach taken in relation to each.

We have identified a number of areas where we are not in full compliance with the guidelines of the QCA Code and these are Principle 6 and 7, (both until September 2025), and 8. We explain in detail under the relevant principle why we have departed from the guidelines in these areas.

Our objective is to secure the long-term success of the Group by establishing a sustainable and profitable operating model with an appropriate underlying cost base. The Board believes that applying sensible corporate governance practices can only help achieve our goals.

We operate in the way the Board believes is most suited to the Group at its current stage of development. The Group is led by an experienced Board, supported by a strong leadership team to enable it to focus on growing the business to secure its long-term sustainable success whilst creating long-term value for shareholders and stakeholders alike.

Good corporate governance is about ensuring that the board is set up to make robust decisions and manage risk. To do so requires having the necessary breadth of expertise and perspectives around the board table and for each voice to be appropriately heard. It is increasingly about ensuring that a healthy culture is in place which combines a strong focus on performance and a shared sense of purpose. With the appointment of two new non-executive directors to the Board in September 2025 and a Chief Executive Officer in January 2026, the Group believes it has in place a strong leadership team and an appropriate cost base to enable it to focus on growing the business to secure its long-term sustainable success whilst creating long-term value for shareholders and stakeholders alike.

We trust that the result of our efforts to date provide stakeholders with access to the information they need and the confidence that the Board holds corporate governance compliance in the highest regard.

We set out our compliance with these Principles below. This information can also be found on our website here: https://www.tialis.com/investors/financial-reports/

The Group's purpose is to build value for the investors and shareholders through the development of innovative service offerings designed to reduce business IT costs and increase efficiencies for our partners and customers.

The Group's principal activity is the provision of end-to-end solutions to enterprise scale end customers, both public and private, concentrating on end-user device management and on-site solutions. The Board's objective is to secure long-term success by establishing a sustainable and profitable operating model with an appropriate underlying cost base in order to create long-term value for shareholders and stakeholders. 2026 will see a focus on positive cash generation and building the sales pipeline with a more diverse range of partners and long term contracts. The strategy involves growing the Company with acquisitions and organic initiatives, as well as expanding the partner network.

Corporate Governance Statement (continued)

The Board has set out its purpose, business model and strategy in the Strategic Report of the Annual Report and Financial Statements, giving further information in the Chairman's Statement and the Financial Review about how we performed against our stated strategy. The Strategic Report includes information on the principal risks and uncertainties faced by the Group and how we have acted to reduce our exposure to risk.

The Strategic Report describes how Tialis' flexible and technically skilled workforce enable the Group to deliver and support critical services and solutions in a highly secure environment and how it seeks to differentiate itself through innovation, reliability and value. This, together with the focus on diversifying the client and partner base, underpins the Board's approach to mitigating risk and securing the Company's long-term future.

The Board will continue to monitor its progress against its stated strategy.

The Board firmly believes that delivery of the strategy and sustained success will best be achieved by adhering to our corporate culture of treating all our stakeholders fairly and with respect.

Accordingly, in dealing with each of the Company's principal stakeholders, we encourage our staff to operate in an honest and respectful manner. The Board believes that achieving a common awareness across all employees plays a major role in maintaining good employee relations. The Group's culture of honesty and respect is reflected in the continued support and dedication shown by employees to deliver value to our customers.

The Company is committed to promoting a culture based on ethical values and behaviours across the business. Policies are in place covering key matters such as bribery, protection of intellectual property and sensitive information, conflicts of interest, whistleblowing and anti-slavery. These are vigorously enforced and monitored.

In 2025, we made significant strides in strengthening our Corporate and Social Responsibility, including engaging external auditors and enhancing several key sustainability and decarbonisation functions within the business.

To reinforce these commitments, we require staff to complete several mandatory online training courses on either an annual or 18-month basis. These cover both compliance and culturally driven values. Current completion rates include:

• Anti-Bribery - 84% of staff up to date

• Bullying and Harassment - 91% up to date

• GDPR (Advanced and Refresher) - 82% up to date

• Equality, Diversity and Inclusion - 78% up to date

Our HR team provides regular reports to managers with course completion data to ensure accountability and continued progress.

Central to the Company's culture and values are Collaboration, Excellence, Ethical, Agile, Honest and Ownership. Information on

how the Company's beliefs are applied to the business is set out on the website here. https://www.tialis.com/careers-at-tialis/

Certifications

The Company is proud to have been awarded ISO/IEC 20000-1, ISO 9001, ISO 27001 and ISO 14001. The Company is proud to have been awarded Cyber Essentials and Cyber Essentials Plus.

Corporate Governance Statement (continued)

Tialis Group is committed to open communication with all its shareholders. In 2025, the largest shareholder owned over 75 per cent of the Company's voting rights until it was liquidated in January 2026 and its shares in Tialis distributed to its own shareholders. The Board was and remains conscious of the need to protect minority shareholders and act in the best interest of all shareholders. The Company's nominated adviser is consulted before any corporate action is undertaken as a further check on meeting the needs of all shareholders.

Copies of the Annual Report and Financial Statements are issued to all shareholders who have requested them and copies are available on the Group's investor website https://www.tialis.com. The Group's interim results are also made available on the website. The Group makes full use of its investor website to provide information to shareholders and other interested parties.

The Board reviews proxy voting reports and any significant dissent is discussed with relevant shareholders and, if necessary, action is taken to resolve any issues. In compliance with best practice, the level of proxy votes (for, against and vote withheld) lodged on each resolution is declared at all general meetings and announced.

The Company values the views of its shareholders and recognises their interest in its strategy and performance. The Board believes it is important to explain business developments and financial results to its shareholders and to understand their concerns. Shareholders are given the opportunity to raise questions at the Annual General Meeting ("AGM") and the Directors are available both before and after the meeting for further discussion with shareholders.

Until December 2024, the Non-Executive Chairman was primarily responsible for communicating with investors. Since the Chairman's resignation from the Company, this responsibility for communication was assumed by Andrew Ian Smith, Executive Director, in 2025. Since his departure from the Board the role has been undertaken by the interim Chairman and the Chief Financial Officer. The role will revert to a new permanent Chairman when appointed.

Meetings via the Company's broker are offered to major institutional shareholders to discuss strategy, financial performance, governance matters and investment activity immediately after the full year and interim results announcements. The Directors are available to meet with major shareholders if such meetings are requested. Feedback from such meetings with shareholders is provided to the Board to ensure the Directors have a balanced understanding of the issues and concerns of major shareholders.

The Board receives share register analysis reports to monitor the Company's shareholder base and help identify the types of

investors on the register.

The Group recognises its employees, customers, suppliers, advisors, banks and shareholders as forming part of the wider stakeholder group. Management identifies key relationships within the business and effort is directed to ensuring these relationships are managed appropriately. Regular reviews are undertaken to ensure any issues are addressed promptly.

The Board reviews its top clients and suppliers in its Board meetings and these are identified in packs provided to the Board.

The Company has a good relationship with its Nomad, broker and other advisers. Feedback from investors is provided by the broker as well as through direct engagement with investors by the Board.

The Company meets frequently with customers and communicates regularly with suppliers. There is a feedback system in place and issues raised can be addressed.

The Company's internal stakeholders are its employees. The Group is committed to employment policies which follow best practice, based on equal opportunities for all employees, irrespective of ethnic origin, religion, political opinion, gender, marital status, disability, age, sex or sexual orientation. The executive directors have regular meetings with senior management and their teams to discuss and monitor new initiatives and training is available.

The Group is committed to delivering solutions and services that create long-term value for all stakeholders, including clients, employees, investors, and wider society. Our approach integrates environmental sustainability, social impact, and ethical business practices into our decision making.

Corporate Governance Statement (continued)

Sustainability & Environmental Responsibility

The Tialis team are experts in delivering high-quality, cost-effective and sustainably focused managed IT solutions for businesses in a range of sectors. The team appreciates the financial and technical limits of organisations and considers the impact of our work on the environment and society. Tialis actively seeks to minimise its own operational footprint, with initiatives focused on reducing energy use, material waste, and carbon emissions.

At Tialis, we are committed to reducing our environmental impact and we are proud of the progress we have made.

In 2023, we achieved ISO 14001 accreditation, a key milestone that reflects our dedication to sustainable practices. Our company car fleet is already made up of hybrid vehicles, and we are aiming for a fully hybrid or electric fleet by 2030.

Our people are at the heart of this commitment. Environmental awareness is part of our culture, with mandatory annual training for all staff. So far, 90% of our team is fully up to date.

The Company's environmental policy is available to view on the website:

https://www.tialis.com/wp-content/uploads/2023/06/Environmental-Policy.pdf

The Company's carbon reduction plan is available to view on the website:

https://www.tialis.com/wp-content/uploads/2024/11/Tialis-Carbon-Reduction-Plan-2023-v1.1.pdf

The Company's waste management policy is available to view on the website:

https://www.tialis.com/wp-content/uploads/2024/09/Tialis-Waste-Management-2023.pdf

Social Responsibility

Tialis is proud to support its local community and the important work of charitable organisations.

During the year, the Company donated prizes with a value of £4,960 to an auction held in support of The King's Trust.

We value the opportunity to contribute to initiatives that make a positive difference and look forward to continuing our support of the community in the years ahead.

Staff policies

The Group's employment policies are designed to ensure that they meet the statutory, social and market practices in the United Kingdom. The Group systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Group is encouraged, as achieving a common awareness on the part of all employees on the financial and economic factors affecting the Group, plays a major role in maintaining its relationship with its staff.

The Group gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitude and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Group. If members of staff become disabled, the Group continues employment, either in the same or an alternative position, with appropriate retraining being given, if necessary.

The Board believes that its investment in the wider stakeholder network is expected to assist the Company's management in achieving its long-term goals creating an environment of trust and communication which will have positive implications for the longterm success of the Company.

Corporate Governance Statement (continued)

Risk assessment and evaluation is an essential part of the Company's planning and an important aspect of the Group's internal control system. The business and management of the Company and its subsidiaries are the collective responsibility of the Board. At each meeting, the Board considers and reviews the trading performance of the Group. The Board has a formal written schedule of matters reserved for its review and approval. These include the approval of the annual budget, major capital expenditure, investment proposals, the interim and annual results and a review of the overall system of internal control and risk management.

The Board regularly identifies the most critical current and emerging risks and challenges facing the business and to take the necessary steps to mitigate these risks by strengthening its control systems. The revised and refined system of risk management is designed to manage rather than eliminate the risk of failure to achieve business objectives and is explained in the Strategic Report under the heading Principal Risks and Uncertainties. The Board has established a risk register which is bespoke to the Group's business. At least twice a year the risk register is reviewed and the Board considers the appropriateness of the risks identified and the mitigating action taken by management on a risk by risk basis with a particular focus on those deemed most critical. Where required, action is taken to ensure that controls in place are sufficiently robust to manage the identified risks.

The Group's Chief Financial Officer has continued to strengthen the Group's approach to risk management, internal controls and assurance activities. Nicola Chown introduced new financial and operational processes and has been central in the integration of new systems and in implementing strategic and cost cutting measures. Niall O'Regan was the Group's Chief Operating Officer in 2025, and he further strengthened the Group's strategies for managing and mitigating risk. He continues to do this since his appointment as Chief Executive Officer in January 2026.

Diversifying the client base and reducing reliance on a single partner has significantly reduced the Group's commercial risk along with developing the LifeCycle offering.

Tialis follow best security practices and employ cyber security professionals, all access to 365 data is locked down to region and security groups are used to gain access to data using least privilege access. We are 27001 as well as Cyber Essentials Plus certified and have a cyber secure score of 100%.

All access is constantly monitored and reviewed, we implement single sign on and authentication requires a multi factor authentication across all platforms. Data is controlled via labels and we implement Data loss prevention, logs are centrally stored and cyber anomalies are monitored using Microsoft Sentinel.

We promote cyber awareness via mandatory training, all hands communications, email communications and Phishing campaigns.

Our secure facility is alarmed and monitored 24/7, using technologies such as pressure sensors, each area within the facility requires key fobs with controlled access to secure areas. The facility is protected by an uninterrupted power supply and our data communication lines in to the facility are built resilient of failure.

In a meeting of the audit committee in January 2026 in which planning for the audit of the 2025 financial statements was discussed, it was agreed that the appointed auditors met the criteria for auditor independence and no ethical issues were identified. It was noted that the auditor performs the annual audit and review of interim results but does no other work for Tialis. Tialis has a separate independent tax adviser.

Corporate Governance Statement (continued)

Following changes to the board in 2024 including the resignation of its non-executive chairman in December 2024, the Group did not have a chairman in 2025. The Group's former Executive Director assumed the usual role of a chairman and was responsible for corporate governance and the overall leadership of the Board until he resigned in January 2026. During 2025 the Board collectively had responsibility for ensuring that the day-to-day activities and decisions of senior management were focused and aligned with the Group's medium and long-term strategy. In January 2026 Peter Hallett, an independent non-executive director who joined Tialis in September 2025 was appointed interim non-executive chairman. The Company intends to appoint a permanent non-executive chairman at the appropriate time.

Peter Hallett was appointed as independent interim non-executive Chairman in January 2026, having joined Tialis as a non-executive director in September 2025. A highly experienced non-executive director and chief financial officer, Peter brings to the board multi-sector expertise including technology, FMCG manufacturing and retail in national and multi-national corporates as well as AIM company experience. He is a chartered accountant and is chair of the Audit Committee and a member of the Remuneration Committee.

David Niall O'Regan ("Niall") was promoted to Chief Executive Officer in January 2026, having been the Chief Operating Officer since September 2024 where he managed the Group's operational activities. Niall is responsible for the delivery of the Group's strategy and operational performance. Prior to this, Niall was Commercial Director of Tialis following the acquisition of certain profitable contracts from Allvotec. He held several senior leadership roles at Allvotec, including Managing Director, and has over 25 years' experience in senior commercial, sales and operational roles across the technology, managed services, retail, hospitality, and leisure sectors.

Nicola Chown, a chartered accountant, has been the Chief Financial Officer of Tialis since 2021 and was appointed to the board in September 2024. She oversees the financial operations of the Group as well as the HR, property and legal teams. Nicola is a highly experienced finance professional with over twenty years' experience in finance and business development leadership roles. She has introduced financial and operational processes and has been central in the integration of new systems and in implementing strategic and cost cutting measures. Nicola is a member of the Remuneration Committee.

Rachel Horsefield is an independent non-executive director who joined the Board of Tialis in September 2025. Rachel was the Chief Executive Officer of THG Beauty Limited, a global retailer and brand owner operating through two leading predominantly online consumer businesses, LookFantastic and Cult Beauty. During her ten years with THG Beauty, Rachel worked with over 800 of the world's most popular brands and has a wealth of digital and beauty experience. Prior to joining THG Rachel was with Boots where she held a number of roles within ecommerce. Rachel has advised numerous listed and private companies in board positions across the digital and retail sectors. Rachel is the chair of the Remuneration Committee and a member of the Audit Committee.

In 2025 Andrew Ian Smith was an Executive Director and he led the Group's strategic and operational review in 2018, a major turning point in the Group's direction. Ian was also the Chief Executive Officer and a substantial shareholder of MXC Capital which was a substantial shareholder of the Company until January 2026 and as such he was not considered to be an independent director. Ian remains a director of AI Auxesis Limited, the Group's subsidiary which provides consulting services to AI companies.

Matthew Riley was a Non-Executive Director of Tialis from February 2023 following the purchase of profitable partner contracts from Allvotec, a division of Daisy group until his resignation in October 2025. Matthew was the founder and chairman of Daisy Group and he led Daisy Communications Ltd and Daisy Group through rapid growth to become one of the UK's leading end-to-end business technology and communications service providers. Matthew was an independent director and a chair of the Remuneration Committee and the Audit Committee until he left Tialis.

The Board currently comprises two independent Non-Executive Directors (including the interim non-executive chairman) and two Executive Directors, supported by senior managers, and it oversees and implements the Company's corporate governance programme.

Each board member commits sufficient time to fulfil their duties and obligations to the Board and the Company. They attend regular board meetings and join ad hoc board calls and offer availability for consultation when needed. The contractual arrangements between the Directors and the Company specify the minimum time commitments which are considered sufficient for the proper discharge of their duties. However, in exceptional circumstances all board members understand the need to commit additional time.

Corporate Governance Statement (continued)

Detailed board packs include information on the business units and financial performance and are circulated ahead of board meetings. The format of the board pack has evolved with new metrics added to assist the board in evaluating several performance measures. Key issues are highlighted and explained, providing board members with sufficient information to enable a relevant discussion in the board meeting.

With the adoption of the 2023 QCA Code, all Directors are required to retire by rotation and seek re-election annually.

Departures from the Code

Throughout 2025 there was no chairman and there was only one independent director on the Board (who resigned in October 2025) until the appointment of two independent non-executive directors in September 2025. This meant there was only one independent director in both the Audit Committee and the Remuneration Committee for the first eight months of 2025 and this was a departure from the Code. The situation was rectified with the appointment of the two independent non-executive directors in September 2025 who are both members of the Audit Committee and Remuneration Committee.

Board and committee meetings

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

Attendances of Directors at Board and committee meetings convened in 2025, and which they were eligible to attend, are set out below:

1. Remuneration committee discussed in detail on page 26

The principal governance structures and processes of the Company and its subsidiaries are the collective responsibility of the Board and its Committees. At each Board meeting, the Board considers and reviews the trading performance of the Group. The Board has a formal written schedule of matters reserved for its review and approval. These include the approval of the annual budget, major capital expenditure, investment proposals, the interim and annual results and a review of the overall system of internal control and risk management.

Audit Committee

The duties of the Audit Committee include reviewing, in draft form, the Company's annual and half-yearly report and accounts and providing advice to the Board. Members of the Audit Committee are also responsible for reviewing and supervising the financial reporting process and internal control systems of Tialis Group. The Audit Committee is currently comprised of two Non-Executive Directors and one Executive Director. Both Non-Executive Directors have extensive listed company transaction experience.

Corporate Governance Statement (continued)

Remuneration Committee

The Remuneration Committee is responsible for determining the policy for Directors' remuneration and setting remuneration for the Company's chair, executive Directors and senior management including share option schemes and any bonus arrangements. No director plays any role in determining his or her own remuneration. The Remuneration Committee is currently comprised of two Non-Executive Directors and one Executive Director. The Remuneration Committee did not meet in 2025 as matters were handled by the board. However, the Remuneration Committee met in January 2026 to discuss the appointment of the Chief Executive Officer and the Interim Non-executive Chair. The Remuneration Committee made its recommendation to the Board.

The members of the Board and their experience and skills etc are set out in the Directors' Report and Financial Statements

identifies the members of the Board at the time of publication and describes the relevant experience, skills and qualities they bring.

The Board believes it has a suitable mix of skills and competencies in order to drive the Group's strategy and is best placed to secure the future of the Company and create long-term value for all stakeholders although it acknowledges a new Chairman is required. The directors possess a range of skills with commercial, financial, public markets and technology sector expertise. The directors believe that their combined capabilities enable them to inform and oversee the implementation of the Company's strategy for the benefit of its shareholders.

Board members are encouraged to take on external roles that do not conflict with their directorship. Several directors hold external positions that contribute to their professional development and the company's strategic insights. If required, the Directors are entitled to take independent legal advice.

The nature of the Company's business requires the Directors to keep their skillset up to date. Periodic updates to the Board on regulatory matters are given by Company's professional advisers. The Company retains the services of its financial adviser and Nomad, accountants, tax adviser and lawyers who are consulted on any significant matters where the Board believes external expertise is required. The instances where external advice was sought in 2025 were in relation to compliance with the AIM Rules and various legal matters such as the restructuring of several subsidiary companies.

External advisers attend board meetings as invited by the Chairman to report and/or discuss specific matters relevant to the Company and the markets in which they operate.

The qualified Company Secretary advises the Board on corporate governance and regulatory matters, attends the Board meetings and reports directly to the Chairman on governance matters. In keeping with best practice as set out the in the QCA guidelines the Company has split the role of Chief Financial Officer and Company Secretary.

Departures from the Code

Following the resignation of the independent Non-Executive Chairman in December 2024, there was only one independent director for the first 8 months of 2025. The Board recognised that this was a departure from the Code and the situation was rectified with the appointment of two independent non-executive directors in September 2025, one of whom was appointed interim Non-Executive Chair in January 2026.

The Board regularly reviews the effectiveness of its performance as that of its committees and individual Directors, a process that is normally overseen by the Chairman. Board members are encouraged to participate in board meetings by asking questions, discussing issues, challenging others and providing input. The Directors' Report in the Annual Report and Financial Statements identifies the members of the Board at the time of its publication and describes the relevant experience, skills and qualities they bring.

The Remuneration Committee meets when necessary to consider the appointment of new directors and makes recommendations to the Board which has overall responsibility for appointments and succession planning. Board appointments are made after consultation with advisers in all cases and with major shareholders in some cases. The Nomad undertakes due diligence on all new potential board candidates. Board members all have appropriate notice periods so that if a board member indicates his/her intention to step down, there is sufficient time to appoint a replacement, whether internal or external.

Departures from the Code

The Board has not undertaken an externally facilitated review for some years. This is a matter to be considered when a new chair is appointed. The Board accepts it needs to strengthen its succession planning and intends to do so.

The Board firmly believes that sustained success will best be achieved by adhering to our corporate culture of treating all our stakeholders fairly and with respect. To this end, the Board believes it has established a remuneration policy to reflect the Company's purpose, strategy and culture and therefore supports the aim of long-term value creation. The policy is designed to motivate and reward management

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of Executive Directors and other designated senior executives and, within agreed terms of reference, determining the total individual remuneration packages of such persons, including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors is a matter for the Executive Directors. No director is involved in any decision as to his or her own remuneration or benefits.

Remuneration Policy

The Remuneration Committee is aware that the remuneration package should be sufficiently competitive to attract, retain and

motivate individuals capable of achieving the Group's objectives and thereby enhancing shareholder value.

The Company reports formally to its shareholders and the market generally twice each year with the release of its annual and interim results. The full year results are audited by an external firm of auditors.

The Annual Report and Financial Statements set out how the corporate governance of the Company has been applied in the period

under review. Also included are reviews of the Company's sustainability activities and employee gender analysis.

These reports contain full details of all the principal events of the relevant period together with an assessment of current trading

and future prospects and the reports are made available via the Company's website to anyone who wishes to review them.

The Group maintains a regular dialogue with its key stakeholders including shareholders to enable interested parties to make informed decisions about the Company and its performance with all members of the Board actively involved in this. The Board believes that transparency in its dealings offers a level of comfort to stakeholders and an understanding that their views will be listened to. The Board intends to continue its policy of communication for the mutual benefit of the Company and its stakeholders.

The Board discloses the result of general meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. In the event that a significant portion of voters vote against a resolution, an explanation of what actions the Board intends to take to understand the reasons behind the vote will be included.

Peter Hallett

Interim Non-Executive Chairman 11 May 2026