Changes to Board & Strategy and Notice of Results

Dillistone Group Plc (AIM: DSG), as previously announced, continues to transition towards a serial acquisition strategy. In connection with this process, the Board announces the following changes to its composition.

Chief Executive Officer (CEO)

In line with the Company’s earlier announcement, Jason Starr will be standing down as Group CEO and this will be effective from 28 September. Jason will remain on the Board in a non-executive role.

The Company is delighted to announce the appointment of Gareth Hawkins as Group CEO who joins on 28 September. Gareth brings hands-on operating, leadership and M&A experience. He managed a business through its sale to Swedish serial acquirer Indutrade AB, then continued to run it within Indutrade and led further acquisitions. He therefore brings direct experience of the decentralised serial-acquisition model the Group intends to pursue.

Finance Director

Additionally, the Board announces that Ian Mackin will step down as Finance Director and leave the Group on 15 October, after eight years' service including his earlier role as Group Financial Controller. During this time Ian has made a significant contribution to the Group's systems and financial management. The search for his successor is now underway, and a further announcement will be made in due course. Julie Pomeroy, Non-Executive Director and former Finance Director, has agreed to provide advisory support to Gareth as we progress the search for Ian’s successor.

Giles Fearnley, Non-Executive Chairman commented: “On behalf of the Board, I would like to thank Jason for his many years of leadership as CEO and we are delighted he will be remaining as a Non-Executive Director. Gareth joining us is great news. He brings exactly the skills and experience we need to lead the next phase of our growth, and we very much look forward to working with him. I would also like to thank Ian Mackin for his outstanding work as Finance Director and previously as Group Financial Controller and wish him every success in the future.”

Jason Starr commented: “I’m excited by the future strategy of the Group and am delighted that Gareth has agreed to join us to lead it. I look forward to supporting him and the rest of the Board as Dillistone moves into its next chapter.”

Gareth Hawkins commented: “Building on Dillistone’s 40 years of demonstrating the value and transformational power of talent to businesses, I am delighted to be leading the next chapter of the Company’s evolution as it transitions to becoming a serial acquirer of enduring private companies. I’m looking forward to working with the Board to execute on our strategy. I’d like to convey my thanks to Jason and Ian for their years of devotion to the Company and the professionalism with which they have approached this process.”

Ian Mackin commented: “Having spent 8 years with the Group, initially as Financial Controller and more recently as Finance Director, the recent investments and change in strategy make this feel like a natural time to step away and look for a new challenge. I wish Dillistone Group every success going forward.”

Disclosures required under AIM Rule 17 / Schedule Two, paragraph (g)

In accordance with the AIM Rules for Companies, the following information in respect of Mr Gareth Peter George Hawkins is disclosed:

Age: 47

Current Directorships

Company Name

Enterprise Insights Ltd

BizCrunch Ltd

Biz4Biz Ltd

Jabbercoms Ltd

ElectrAssure Ltd

Betterweld Group Ltd

Letchworth Garden City Trading Ltd

Letchworth Garden City Heritage Foundation

Past directorships

Company Name

XXXX Holdings Ltd (formerly Investment Evolution Credit PLC)

Henley Business Angels Ltd

Fundry Venture Capital Partners Ltd

Angel Syndicate Ltd

Mr Hawkins does not hold ordinary shares in the Company.

Save as set out above, there is no further information required to be disclosed in respect of Mr Hawkins’ appointment under Schedule Two, paragraph (g) of the AIM Rules for Companies.

Strategy change

Whilst the Group will continue to operate its existing software businesses through Ikiru People, the Board is proposing to broaden the Group’s strategy to enable it to acquire companies outside the software sector that are particularly well suited to a decentralised serial-acquisition model. Further details of this proposal will be set out in a circular and put to shareholders at a General Meeting which is expected to be held towards the end of October. The Company does not intend to become an investing company as defined in the AIM Rules for Companies.

Intention to convert existing loans

The Company has various loans which are due for repayment in 2028 and 2029. The holders of the loans have indicated their intention to ask the Company to convert the loans to shares at a price of 14p. This would result in the issue of approximately 5.68 million new ordinary shares, remove approximately £795,000 of debt from the Group’s balance sheet and save approximately £73,000 a year in interest. The Company expects to enter into an agreement with the holders of the Loans following the end of the close period. The conversion will be subject to shareholder approval at the General Meeting to be convened to approve the Group’s proposed new strategy.

Interim results

The Group will announce its interim results for the six months to 30 June 2026 on 30 September. A presentation for investors via the Investor Meet Company platform will be held on 13 October 2026, 14:30 BST.

The presentation is open to all existing and prospective investors. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 12 October 2026, 09:00 BST, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet DILLISTONE GROUP PLC via:

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