2025 Annual Results

Maintel Holdings Plc, a leading provider of cloud and managed communications services, announces its audited results for the 12-month period to 31 December 2025.

Key Financials

Highlights

• Group revenue was £92.2m (2024: £97.9m), a decrease of 5.8% with recurring revenue representing 74% of total revenue (2024: 75%).
• Recurring revenue decreased by 6.6% in the period to £68.4m (2024: £73.3m) due to a small number of churned contracts as previously flagged.
• Project revenue amounted to £23.8m (2024: £24.6m), reducing by 3.2% compared to the previous period, reflecting the slow growth in the public sector and a competitive landscape in the private sector particularly in the second half of 2025.
• As previously announced, the Group contracted approximatively £50.0m of total contract value in new business within its target vertical sectors and technology segments. That included contracts for a nationwide SD-WAN and network security managed service with a leading UK retailer, an agentic AI customer experience automation deployment for a large credit management company, and a public cloud Unified Communications solution across 320 stores and distribution centres in the UK and the Republic of Ireland for a major retailer.
• Gross profit was £28.0m (2024: £30.6m), a decrease in line with the revenue performance. Gross margin decreased to 30.4% (2024: 31.3%) driven by in-bound inflationary pressure and a change in revenue mix, as public cloud revenue progressed faster than higher margin private cloud recurring revenue, and a lower revenue from high margin SD-WAN infrastructure projects.
• Adjusted EBITDA decreased by 31.4% to £7.2m (2024: £10.5m), reflecting the revenue performance, increased employer costs, increased investment in IT systems and marketing. Adjusted EBITDA margin decreased to 7.8% (2024: 10.7%).
• Basic loss per share at 11.8p (2024: basic earnings per share at 3.6p) flows from decreased profitability of operations, while the amortisation of intangibles reduced, and the interest charge decreased in line with the evolution of the Bank of England base rates.
• Net debt[4] increased to £18.3m, up 9.6% (2024: £16.7m) due to lower cashflow generated from operations of £5.2m (2024: £8.5m) and the timing of interest payments.

Operational Highlights

• The Group's performance continued to benefit from the operational savings derived from the transformation programme.
• Data Connectivity continued to be a key growth area, increasing by 3.2% to £20.6m (2024: £19.9m), driven by continued success in the Software Defined Wide Area Networking (SD-WAN) and network security space, including a 10-year contract with a leading UK retailer.
• Total Contract Value in new business from existing and new customers was approximately £50m, with 70% of new sales bookings within the three strategic pillars. This included key contracts for:

o A nationwide SD-WAN and network security managed service with a leading UK retailer.

o An internationally distributed on-premise Unified Communications managed service for a significant central government contract through a large global service provider.

o A Hybrid Wide Area Networking service for one of England's largest privately-owned motor groups.

o An Agentic AI customer experience automation deployment for a large credit management company.

o A public cloud Unified Communications solution across around 320 stores and distribution centres in the UK and the Republic of Ireland for a major retailer.

• Deepened proposition across key industry verticals and has extended Maintel's vendor partnerships with the launch of a new strategic partnership with Zoom, offering a fully managed and AI-embedded Zoom Collaboration and Customer Experience solution.
• Progress has been made on the deployment of AI-powered and automated solutions, which have improved internal systems and processes, and large-scale customer network deployments have benefited from rapid, right-first-time rollout automation.
• Routes to market were expanded to include physical events, digital campaigns, advertising, vendor leads, industry and technology forum membership, and independent consultants. Focus on building brand recognition and resonance, demonstrated by three award wins in the period for its rebrand and repositioning and the successful growth of the marketing-generated pipeline.
• As part of its transformation programme, a new customer acquisition sales team has been fully established, which is crucial to Maintel's ability to grow its customer base. This team generated a significant pipeline and closed several early deals.
• Strengthened senior leadership team, welcoming an independent Non-Executive Chairman, Stephen Beynon and a new Chief Operating Officer, Sarah Roberts bringing a wealth of industry and leadership experience.

Notes

[1] Adjusted EBITDA is EBITDA of £4.9m (2024: £8.2m), adjusted for exceptional items (note 12) and share based payments (note 30).

[2] Adjusted profit before tax of £4.0m (2024: £7.3m) is basic (loss)/profit before tax adjusted for amortisation of intangibles, exceptional items and share based payments.

[3] Adjusted earnings per share is basic loss per share of 11.8p (2024: basic earnings per share of 3.6p), adjusted for amortisation of acquired intangibles, exceptional items, share based payments and deferred tax items related to fixed assets acquired in prior years (note 11). The weighted average number of shares in the period was 14.4m (2024: 14.4m).

[4] Interest bearing debt (excluding issue costs of debt and IFRS16 lease liabilities) minus cash. Current year net debt includes £12.0m RCF and £6.9m Term loan.

Commenting on the Group's results, Dan Davies, Chief Executive Officer, said:

"2025 has been another year of meaningful progress and disciplined execution across the Company. We undertook organisational changes designed to improve sales effectiveness and operational efficiency across the business. We have also strengthened our senior leadership team, bringing a wealth of industry and leadership experience. These actions, taken as part of our ongoing transformation plan, support Maintel's position as a leaner and more focused organisation.

"We have made a positive start to the year in terms of sales bookings, bolstering the orderbook as we look towards the end of H1 2026. Our focus is on retaining this sales momentum and on the delivery and recognition of the orderbook. The Board remain confident that our progress in 2025 provides the Group a strong platform for the next phase of our development."

Publication of annual report/posting and Notice of Annual General Meeting

The Company's Annual General Meeting will be held at 11am on 23 July 2026 at the offices of Hudson Sandler, 25 Charterhouse Square, London EC1M 6AE.

The 2025 Annual Report and Notice of AGM, together with a form of proxy, will be posted to the Company's shareholders no later than 30 June 2026 and will be available on the Company's website, www.maintel.co.uk/investors.

CHAIR'S STATEMENT

I joined the Board as Chair in August 2025, partway through what has been a testing year for Maintel Holdings plc (the 'Company') and its subsidiary (the 'Group').

In 2025, Group revenue was £92.2m (2024: £97.9m), reflecting a decline of 5.8%. Gross profit closed at £28.0m (2024: £30.6m) and adjusted EBITDA was £7.2m (2024: £10.5m). Recurring revenue remained robust at 74% (2024: 75%) of Group revenue, underpinned by multi‑year contracts and strong customer relationships.

Despite the challenges, there has been meaningful progress and disciplined execution. Although my tenure represents only a portion of the full year, it has provided me with valuable insight into the strength of the team, the clarity of the strategy, and the significant opportunities that lie ahead for the Company.

Since stepping into the role, my priority has been to engage with our Board, leadership team, and wider stakeholders to build a clear understanding of both the current operations and the strategic ambitions that underpin the Company's long-term value potential.

In January this year, I had the opportunity to attend a kick-off meeting for the sales organisation and the teams that support it. I was greatly encouraged by the clear depth of expertise and experience within the business, the strength of our customer and partner relationships, and the commitment shown at every level to delivering sustainable, profitable growth.

During the year, Maintel continued to execute against its strategic objectives, maintaining focus on operational efficiency, disciplined cost management, and targeted investment in areas aligned with long term value, including:

• Brand and market positioning: Our value proposition and strengthened industry‑vertical propositions have enhanced our visibility and competitiveness in our target markets.
• Customer acquisition and retention: A new demand‑generation engine has contributed to delivering the strongest pipeline in recent years and is complemented by improved customer experience frameworks.
• Product and platform evolution: We expanded our proprietary IP, including enhanced security and connectivity offerings, and introduced innovative new tools for our customers.
• People, systems and processes: Investments in leadership talent, operational simplification and digitalisation of internal processes have improved our capability and scalability.

This execution has taken place in the context of a fast-evolving technology landscape in which both Maintel and our customers are influenced by hybrid work trends, AI-enabled productivity solutions, cybersecurity threats, the migration to cloud-based communications and accelerating stakeholder expectations. The business has remained responsive throughout, demonstrating considerable agility and execution capability.

Being new to Maintel provided me the opportunity to gain a fresh perspective on the Board's effectiveness, and I have been impressed by the openness, constructive challenge, and clarity of oversight demonstrated by all Directors. Over the coming year, the Board will continue to evolve to support profitable growth, ensuring we maintain the right balance of skills and strategic insight.

Looking ahead, we enter the new financial year with renewed focus as we continue to execute on our growth strategy, alongside embedding our sustainability strategy focused on four core pillars: Environment, Social, Responsible Technology and Governance across the organisation. My immediate priorities as Chair include enhancing shareholder engagement, supporting management through the continued execution of our strategic priorities, and ensuring that our governance structures remain proportionate, transparent, and supportive of long-term success.

On behalf of the Board, I would like to thank our shareholders for their continued support, our employees for their focus and commitment, and our leadership team for their resilience and ambition. I look forward to working closely with all stakeholders as we continue building a strong and sustainable future for the Company.

Stephen Beynon

Non-Executive Chair

CHIEF EXECUTIVE OFFICER'S STATEMENT

Introduction

2025 was a year of transition and delivery for Maintel, as we continued to execute our strategy to build a more focused, specialist managed services business while navigating a challenging and changeable market backdrop. The year began with encouraging momentum. In the first half, we saw growing sales activity across our core technology pillars, secured new contracts in both the public and private sectors, and made further progress in strengthening our proposition through product innovation and new strategic partnerships. While sales conversion was slower than anticipated and macroeconomic pressures continued to challenge our cost base, we remained cautiously optimistic that our actions would support improved performance in the second half of the year.

As we moved into the second half, the underlying strength of our sales pipeline became increasingly clear, reaching its highest level for many years. However, longer customer decision cycles, the loss of one significant expected contract and a disappointing performance in our public sector business (despite a strong private sector performance) led us to revise our full‑year revenue and profitability expectations in September. Importantly, we successfully continued to secure major multi‑year contract wins. These wins reinforced our strategic focus and provided strong foundations for future growth, despite near‑term headwinds.

Throughout the year, we remained disciplined in executing our transformation programme. We continued to reshape our operating model, invest selectively in systems, automation and AI‑enabled capabilities, and strengthen leadership and governance. These actions were designed to improve operational efficiency, enhance customer delivery and better align our cost base with our revenue projections and long‑term growth ambitions. Alongside this, we deepened our expertise across key verticals and expanded our managed service capabilities, further differentiating Maintel in a competitive market.

By the end of 2025, Maintel delivered a resilient performance in line with revised market expectations, supported by a strong finish to the year in new business activity and a robust contracted order book. Approximately £50 million of Total Contract Value was signed during the year, from both new and existing customers, with contract durations typically three to five years, providing improved revenue visibility. While market conditions remain demanding, the actions taken during 2025, combined with further improved customer retention, have positioned the Company more effectively for sustainable growth, improved profitability and long‑term value creation. I am confident that the progress made this year provides a solid platform as we move into the next phase of Maintel's development.

Strategic priorities and growth

We remain confident in our focused, specialist managed services strategy, evidenced by over 70% of the new business contracted during the year residing in our focus technology segments.

Our cost base remains well controlled, and we continue to mitigate inbound cost pressures with an increasingly streamlined and agile operating structure, embracing automation and A.I. However, to return the Company to growth, sustainable profitability and cash generation, our historical revenue performance needs to be rebuilt.

Much of the brand and go to market activity is now complete, making 2026 the year of execution. Significant work has gone, and continues to go, into enabling our sales team to be as effective as possible and able to clearly articulate our value proposition and differentiators. With a pipeline that continued to grow throughout the year, we are well placed to succeed.

2025 financial performance

In line with the revised market expectations from September, total revenue was £92.2 million (2024: £97.9 million) and Adjusted EBITDA was £7.2 million (2024: £10.5 million). The decline in Adjusted EBITDA was primarily driven by lower revenue in the second half of 2025, combined with lower margins driven by product mix.

Recurring revenues declined 6.6% to £68.4 million (2024: £73.3 million), driven mainly by the impact of a small number of significant customer contracts that ended in 2024, flagged in our January 2025 Trading Update, which fully annualised impacted on the 2025 performance despite delivering a churn and erosion performance that was in line with plan. In addition, the new recurring revenue closed in the year was weighted towards the replacement of existing revenue (due to success in upgrade and legacy migration projects for existing customers), rather than new net revenue. This emphasises the need for better execution on cross-sell, up-sell and new customer activities.

Project revenues declined 3.2% to £23.8 million (2024: £24.6 million) but this was influenced by a single significant project in 2024. Excluding this project, the underlying project revenue growth would have been 24.6%.

The Company's Gross Margin performance was broadly in line with the previous year, with a 1pp drop related to the mix of revenue. The overall revenue decline led to an adjusted EBITDA margin of 7.8% (2024: 10.7%).

Net Debt (excluding issue costs of debt and IFRS16 lease liabilities) at 31 December 2025 increased by 9.6% to £18.3 million (2024: £16.7 million), driven by the reduction in adjusted EBITDA putting pressure on working capital requirements.

Further details are set out below in the Business Review.

Operational progress

The Transformation Programme continued at pace in 2025, focused on the Group's organisational structure, leadership capability, cost base, ways of working and operational efficiency. Approximately £2.0 million of annualised savings were realised through the programme and other cost saving initiatives in 2025. This allowed the Company to mitigate the impact of lower revenue on adjusted EBITDA by approximately £1.5 million in the year.

Following our brand launch towards the end of 2024, 2025 saw the new brand win three awards, including the Gold award for Best Data-Driven Storytelling at the Data Comms 2025 awards. This was fantastic recognition for the team that worked on the project and strong confirmation that our brand articulates our message powerfully.

Ahead of the brand launch in November 2024, the Company built a new demand generation engine through a refreshed marketing team, MarTech stack and a new Sales Development team to nurture leads into real opportunities. In 2025, we reaped the benefit of this effort with more than a three-fold increase in marketing generated opportunity value. Throughout 2025, we continued to fine-tune the teams, the technology and the process, and we expect even greater demand generation results in 2026.

2025 also saw the Company deepen its proposition across key industry verticals and extend its vendor partnerships, with the launch of a new strategic partnership with Zoom, offering a fully managed and AI-embedded Zoom Collaboration and Customer Experience solution. Additionally, progress has been made on the deployment of AI-powered and automated solutions, which have improved internal systems and processes, and large-scale customer network deployments have benefited from rapid, right-first-time rollout automation.

We have continued to improve our internal systems, processes and data through our Digital Transformation (DX) initiative, which saw good progress across contract lifecycle management, contract digitisation, end-user device refresh, security/compliance and a customer-facing "Trust portal". Preparation was also completed for back-office enhancements for a digital optimisation project, being executed in 2026.

As well as leading with AI front and centre in our customer offering, ensuring that we are set up to harness AI sustainably and responsibly internally has also been a key focus through 2025. Great progress has seen proof of concepts move to production across general user productivity and specific use cases that deliver maximum benefit to our growth effort. A full roadmap of use cases is being built out for 2026 and beyond.

The Company continued to streamline its structure throughout the period, including a significant project to consolidate our back-office teams, from a significant number of small teams across multiple organisational functions, to a shared services team reporting into the CFO, covering order management, procurement and cash operations. This not only provided immediate efficiencies in speed and cost but also sets the foundation for increased automation and data integrity.

Customer Experience is of the highest importance to Maintel. Whilst continuing to expand and enhance our tactical retention programme, we also launched an end-to-end Customer Experience review towards the backend of 2025. This has resulted in a structured way for teams across the business to work together in short, focused sprints to diagnose and fix the biggest pain points in Customer Experience and will bolster our retention strategy further yet.

We saw further new business wins, with both existing and new customers, across our strategic high-growth technology pillars, and the identified target industry verticals where we believe they resonate the strongest. 70% of all new sales bookings were within our focus pillars of Unified Communications & Collaboration, Customer Experience and Security & Connectivity, with most wins contracted for between one and five years, but including a significant 10-year managed network contract.

Research and Development

Our R&D capabilities continue to help us differentiate ourselves in the market. In 2025, we invested £1.7 million (2024: £1.6 million) in research and development activities.

We invest in our own IP each year to enhance and complement the technologies we utilise from our global software and hardware strategic vendor partners, thereby creating the value-added services we deliver. As a direct benefit for our clients, taking a service based on a particular vendor technology from Maintel will be both different and superior compared to a more standard solution delivered by another provider using same vendor's technology. These innovations include both Apps that enhance our solutions and deliver unique outcomes for our customers, and integrations that tie our solutions tightly into our customers application ecosystems and business workflows. This not only enhances the service we deliver but also encourages customers to stay with Maintel for longer, in order to enjoy the unique benefits that they can only receive by taking their vital digital communications services from us.

The Board

In August 2025 we welcomed Stephen Beynon to the Board as our new Independent Non-Executive Chair and Chair of the Nomination Committee. Stephen has over 30 years' experience leading telecoms and energy businesses, including running the B2B division of Virgin Media in the UK and Optus in Australia. Most recently, he was co-President of Eutelsat's Connectivity Business and CEO of its Low Earth Orbit satellite subsidiary OneWeb.

Our Board now consists of four Non-Executive Directors (three of whom are independent) and two Executive Directors.

Sustainability approach

Our sustainability strategy is not only about compliance but also about creating long-term value for the business, stakeholders, and society. Our well-structured approach, linked to a mature risk and opportunities framework, drives innovation, enhances reputation, fosters trust with our stakeholders, and contributes to sustainable development. We are committed to integrating environmental sustainability, social responsibility and strong governance into our operations and culture. Through continuous improvement and transparent reporting, we aim to drive positive change in both our business and the world around us, creating long-term value for our stakeholders and the planet.

Our People

The Maintel team continue to put our customers first and live our values every day. They are a credit to the Company and have brought the transformation programme to life. On behalf of the Board, I would like to thank them for their unwavering support and dedication in 2025.

Current Trading and Outlook

The Company remains focused on its purpose of using technology to create customer experiences, services and workplaces that inspire and empower people and on realising its growth potential. The Company has made a positive start to the year in terms of sales bookings, bolstering the orderbook as we look towards the end of H1 2026. Our focus is on retaining this sales momentum and on the delivery and recognition of the orderbook. We have much to be positive about, whilst being cognisant of the difficult market conditions within which we operate.

In June 2026, the Company raised £5.5m (gross proceeds) through the issuance of new shares and convertible loan notes, subscribed by existing shareholders, while pursuing a re-financing of its current debt facility. The re-financing concluded with the re-negotiation of the terms of its current facility with HSBC, leading to the implementation of a new set of covenants allowing the Company to transition through the last phase of its transformation. The fundraising transaction completed on 23 June 2026, with the admission of the shares to trade on the AIM market. The net proceeds from the fundraising will be used to strengthen the Company's balance sheet and provide sustainable working capital resourcing to support delivery of newly signed projects, enhance tendering capability, improve procurement terms and payment performance, and enable the full roll-out of the Company's transformation programme.

Dan Davies

Chief Executive Officer

BUSINESS REVIEW

2025 Results

Revenues decreased by 5.8% to £92.2m (2024: £97.9m) and adjusted EBITDA decreased by 31.4% to £7.2m (2024: £10.5m).

Recurring revenue decreased by 6.6% in the period to £68.4m (2024: £73.3m) due to a small number of churned contracts as previously flagged. Consequently, recurring revenue as a percentage of total revenue (being all revenue excluding non-repeating revenue from projects) amounted to 74% of total revenues (2024: 75%).

Project revenue amounted to £23.8m (2024: £24.6m), reducing by 3.2% compared to the previous period, reflecting the slow growth in the public sector and a competitive landscape in the private sector particularly in the second half of 2025, while the project revenue in 2024 benefited from a single significant project in 2024, without which the underlying project growth would have been 24.6%.

As previously announced, the Group contracted approximatively £50.0m of total contract value in new business within its target vertical sectors and technology segments. That included contracts for a nationwide SD-WAN and network security managed service with a leading UK retailer, an agentic AI customer experience automation deployment for a large credit management company, and a public cloud Unified Communications solution across 320 stores and distribution centres in the UK and the Republic of Ireland for a major retailer.

Gross profit was £28.0m (2024: £30.6m), a decrease in line with the revenue performance. Gross margin decreased to 30.4% (2024: 31.3%) driven by in-bound inflationary pressure, and a change in revenue mix, as public cloud revenue progressed faster than higher margin private cloud recurring revenue, and a lower revenue from high margin SD-WAN infrastructure projects.

Adjusted EBITDA decreased by 31.4% to £7.2m (2024: £10.5m), reflecting revenue performance, increased employer costs, increased investment in IT systems and marketing. Adjusted EBITDA margin decreased to 7.8% (2024: 10.7%).

The Group delivered an adjusted profit before tax of £4.0m (2024: £7.3m). Adjusted earnings per share (EPS) decreased to 7.5p per share (2024: earnings per share of 28.2p) based on a weighted average number of shares in the period of 14.4m (2024: 14.4m).

On an unadjusted basis, the Group generated a loss before tax of £2.3m (2024: profit of £0.4m) and basic loss per share of 11.8p (2024: basic earnings per share of 3.6p). This includes £2.2m of net exceptional costs (2024: net exceptional costs of £2.2m) (refer to note 13) and amortisation of acquired intangibles of £3.9m (2024: £4.6m).

• Adjusted EBITDA is EBITDA of £4.8m (2024: £8.2m) adjusted for exceptional items and share based remuneration (note 12)
• Adjusted (loss)/profit after tax divided by weighted average number of shares (note 11)

Cash performance

The Group generated net cash flows from operating activities of £5.2m (2024: £8.5m), resulting in a cash conversion(C) of 98% for the full year (2024: 102%). Net cash outflows from financing activities increased to £5.1m (2024: £4.8m), due to the timing of the payment of the interest on a RCF tranche contracted in 2024 and maturing in 2025.

• calculated as operating cash flow (being adjusted EBITDA plus working capital) to adjusted EBITDA

Review of operations

Maintel's position as a specialist Managed Services Provider and focus on Unified Communications & Collaboration, Customer Experience and Security & Connectivity, differentiates us amongst our peers and enables us to meet the demands from customers for tailored managed services delivered through both Maintel's own platforms and its established technology partnerships.

We use technology to create customer experiences, services and workplaces that inspire and empower people.

We consult on the design, deploy and manage solid technology solutions. Our services deliver mission critical infrastructure, platforms and applications that ensure our clients' businesses run efficiently and securely, achieving their ambitions, while always being ready to adapt. We become trusted insiders within our clients' organisations and an embedded partner working in close collaboration to deliver their workplace, service and customer experience strategies.

Following a review of the Group's structure, resource allocation and decision-making processes during the year, the Board believes that the Group comprises a single division and reporting segment, being the provision of communications managed services to customers.

The Board assess the performance of the Group principally through revenue and adjusted EBITDA measures. Resource allocation and strategic decision-making are undertaken at the consolidated business level, reflecting the integrated nature of the operations.

As a result of this, the information previously presented separately for three divisions is now presented together at the consolidated business level, including a discussion of key revenue streams within the business. This change in presentation does not affect the Group's total assets, liabilities, revenue or profit for any period, but provides more meaningful view of how the business is managed internally and how performance is evaluated by the Board.

The following table shows the performance of the key revenue streams of the Group.

Recurring revenue streams

On-premise managed services

On-premise managed services include all support and managed service recurring revenues for hardware and software located on customer premises. This combines both legacy telephone systems (PBX) and Contact Centre systems, which are in a managed decline across the sector as organisations migrate to more effective and efficient cloud solutions, with areas of technology such as Local Area Networking (LAN), WIFI and security, which are still very much current and developing technology areas and therefore enduring sources of revenue.

Our legacy on-premise managed service business saw a 17.9% reduction in revenue from £22.2m to £18.3m, predominantly due to expected churn of some specific heritage on-premise telephony and contact centre contracts, as alluded to earlier in earlier communications, while the reduction in on-premise managed services is partially counteracted by new additions within the Group's other higher growth strategic pillars, reflecting the ongoing migration from on-premises solutions to cloud based solutions.

Security and connectivity services

Maintel recognises subscription, circuit, co-location and managed service revenues from Wide Area Network (WAN), SD-WAN, internet access and managed security service contracts.

The reported growth in security and connectivity services revenue is 3.2%. The growth is driven by the continued delivery of new SD-WAN and security contracts, and particularly in 2025 benefiting from the on-going managed services revenue relating to the multi-year contract following the implementation of the infrastructure for a major housing association in 2024.

Cloud communication services

The business recognises cloud communication revenues from subscription and managed service cloud-based contracts.

Cloud communication revenues decreased by 1.5%, reflecting the increased impact of substitutional revenue and the higher proportion of public cloud seats compared to private cloud in new wins. The revenue in 2025 reflected continued delivery of the orderbook and further new contract wins, particularly in the Customer Experience space, and Unified Communications & Collaboration, across our targeted verticals. Overall, some 80%, consistent with 2024, of the overall cloud seats contracted in 2025 were public cloud based, highlighting the expected growing trend of a preference for public cloud services in many industry verticals. However, the highest value Cloud Communications win in the period was still a private cloud service for an outbound contract centre solution.

Our flagship UC Private+ (formerly ICON Communicate) cloud service sales also continued to perform. Demand for the Virtual Private Cloud service that our Maintel Infrastructure Platform (formerly ICON Platform) offers continues to remain high across the sectors with complex requirements or where an absolute minimum of downtime is required, such as Finance, Insurance, Healthcare and Housing verticals in particular. With the platform providing very high (99.99%) core service availability levels, including hybrid local survivability, guaranteed UK data sovereignty, security ringfenced customer instances, license and handset investment protection and the ability to allow customers to manage platform evolution at their own pace. Increasingly, customers are looking to enjoy these benefits of a private cloud, and overlay it with the advanced collaboration, meeting and customer experience capabilities of the public cloud, in a hybrid deployment. This plays perfectly to Maintel's platforms and integration capabilities.

Our cloud communications and data connectivity services pipeline and business generation remains strong, with contracts closed in 2025 and key wins expected to close in 2026, offsetting expected churn. As previously stated, having long surpassed the inflection point where economies of scale are realised, our focus has now turned to quality of earnings over volume for our cloud communications business.

Call traffic and line rental

Voice network services included under call traffic and line rental include recurring revenues from legacy PSTN, modern SIP Trunking and inbound calling contracts.

Line rental revenue decreased by 14.2%, in line with the trend reported in previous years. The continued growth of the Group's SIP Trunking services partly compensates for the impact of the progressive migration away from the legacy BT based PSTN services, with the deadline for the end of this service set to 2027. This is driven by a slowdown in migration away from the legacy BT based PSTN services, with the deadline for the end of this service set to January 2027. The Group is actively managing the transitions of its customer older technology services to its SIP Trunking and PSTN replacement products.

Call traffic revenue was £0.2m higher at £3.1m, reflecting the compensation of the reduction in legacy PSTN calls as customers migrate to new technologies, by an increase in SIP Trunking call traffic and line rental revenue, and the upside from applied price increases.

Mobile

The business generates revenue from mobile services and primarily from commissions received as part of its dealer agreement with O2 which scales in line with growth in partner revenues, in addition to value-added services sold alongside mobile such as mobile fleet management and mobile device management.

Mobile revenue decreased by 10.7% to £3.0m (2024: £3.4m).

Since our strategic pivot in 2023, Maintel has been focusing business development towards our focus revenue streams. Recognising these market challenges, Maintel has been proactively resourcing the mobile sales team to focus on customer retention as opposed to new business. Therefore, although customer churn remained low in the period, the lack of new business compounded by downward competitive price pressure on contract renewals drove the negative revenue progression.

Maintel's mobile proposition continues to be multi-faceted and network agnostic and ensuring we can provide competitive and complete coverage for the UK. This enables us to be in a position to cater for our customers' requirements. Our mobile go to market proposition remains focused on the mid-market enterprise space (100 - 2,000 connections).

Non-recurring revenue streams

Project revenue

Project revenue includes all non-recurring revenues from hardware, software, professional and consultancy services and other non-recurring sales.

Services are predominantly provided across the UK, with some customers also having international footprints. The business also supplies and installs project-based technology, professional and consultancy services to our direct clients and through our partner relationships.

Although the reported Project revenue was 3.2% lower at £23.8m (2024: £24.6m), reflecting the slow growth in the public sector and a competitive landscape in the private sector particularly in the second half of 2025, the Project revenue in 2024 benefited from a single significant project in 2024, without which the underlying Project growth would have been 24.6%. Within the Project revenue, Professional Services revenue, however, increased by 9.6% to £9.7m (2024: 8.8m).

Other operating income

Other operating income increased by 12.5% to £0.9m (2024: £0.8m). This relates primarily to research and development credits of £0.5m and supplier commissions, promotions and mobile related bonus payments of £0.3m (2024: relates primarily to research and development credits of £0.4m and supplier commissions, promotions and mobile bonus payments of £0.3m).

Other administrative expenses

Other administrative expenses for the Group increased by 4.5% to £23.1m (2024: £22.1m).

Administrative expenses mainly comprise costs related to the sales and marketing teams, the support functions and the managerial positions, as well as the associated growth-generating investments and general costs. The net £1.0m increase mainly reflects the increased costs of employment, the inflation on some general costs including commercial insurance, investment in business development and our own technology to support future growth.

The overall average headcount in 2025 reduced by 2.7% and now stands at 433 (2024: 445). At 31 December 2025, the overall headcount was 415 compared to 432 at 31 December 2024 as a result of the Group's regular rightsizing of its organisation.

Exceptional items

Exceptional costs of £2.2m (2024: £2.2m) were substantially driven by the business transformation project (£1.2m) as discussed in more detail below.

• In 2025, business transformation costs of £0.6m (2024: £0.9m) included third-party specialists engaged to support the transformation of support function processes;
• £0.5m (2024: £1.0m) of costs relating to staff restructuring were incurred in the period, which principally consisted of redundancy costs;
• £0.1m was incurred in relation to professional fees associated with the implementation of the revised banking facilities agreed with HSBC in March 2025;
• £1.0m (2024: £0.3m) of costs relating to an employee tribunal claim brought by a former employee.

Other restructuring costs relate to one-off items incurred during the year that are non-recurring in nature. A full breakdown is shown in note 13.

Interest

The Group's net interest charge was £1.8m in the year (2024: £2.0m). The 10.0% reduction in the interest charge reflects the reduction in the Bank of England base rate.

​

Taxation

The tax credit of £0.6m is driven by an increase in deferred tax in relation to tax losses (£0.8m), partially offset by a £0.2m adjustment relating to prior period current tax charge.

The prior year tax credit of £0.1m was driven by an increase in deferred tax in relation to fixed assets (£0.9m), offset by a charge to deferred tax in relation to tax losses (£0.6m), other temporary taxable timing differences (£0.1m) and a £0.1m adjustment to prior period deferred tax for temporary timing differences.

Dividends and earnings per share

The Board continues to take a prudent approach to the Company's dividend policy. Throughout 2025, the Board has been focused on de-leveraging of the Company and investing in the future growth of the Group's operations. Consequently, it has decided not to propose a final dividend for the full year 2025 (2024: nil pence per share). It remains the Board's intention to review returns to shareholders when the economic conditions improve and the Company's financial performance permits.

Adjusted earnings per share is 7.5p, decreasing from the adjusted earnings per share of 28.2p in 2024. On an unadjusted basis, basic loss per share is at 11.8p (2024: basic earnings per share is at 3.6p).

Consolidated statement of financial position

Net assets decreased by £1.5m in the year to £13.3m at 31 December 2025 (2024: £14.8m), driven by the reported loss in the year. Key movements in the Group's assets and liabilities are explained below.

Trade and other receivables decreased by £0.9m to £23.8m (2024: £24.7m), driven by a decrease in trade receivables, reflecting the consistently strengthening effectiveness of credit control and collection operations and the favourable timing of billings. Prepayments and accrued income increased to £14.5m (2024: £13.1m), and within this, accrued income increased by £3.1m, due to the timing of projects billing milestones during the year; prepayments decreased by £1.8m, as the result of a pro-active reduction in upfront payments to suppliers.

Trade and other payables decreased by £1.7m to £41.6m (2024: £43.3m), mainly as a result of the decrease in deferred income by £0.4m following changes in customer contracts and a decrease in trade payables by £1.3m. Accruals increased by £0.4m driven principally by the timing of payments.

Intangible assets decreased by £1.2m as the amortisation charge for the year amounted to £3.9m, which exceeded the £3.0m of additions.

Inventories reduced by £0.5m in the period to £0.3m (2024: £0.8m) driven by the timing of the delivery of project work.

Borrowings of £18.8m (2024: £20.7m) represent the Group's drawn down debt, consisting of £12.0m Rolling Credit Facility and £6.9m Term loan, net of costs of issue of £0.1m.

Cash flow

As at 31 December 2025, the Group had net debt (excluding issue costs of debt and IFRS16 lease liabilities) of £18.3m (2024: £16.7m), equating to a net debt: Adjusted EBITDA ratio of 2.6x (2024: 1.6x).

An explanation of the £1.6m increase in net debt is provided below.

The Group generated £5.2m (2024: £8.5m) of cash from operating activities and operating cashflow before changes in working capital of £5.4m (2024: £8.3m), reflecting the operating performance.

Cash conversion(C) in 2025 was 98% (2024: 102%).

Capital expenditure of £3.7m (2024: £4.4m) was mainly incurred in relation to customer project delivery and, to a lesser extent, resulted from the ongoing investment in the Maintel Infrastructure Platform and investment in the IT infrastructure.

A more detailed explanation of the working capital movements is included in the analysis of the consolidated statement of financial position. Further details of the Group's revolving credit facilities are given in note 23.

The repayment of borrowings in 2025 was lower than in the prior year, primarily because the Group refinanced its existing loan facility during the year. The refinancing resulted in a lower principal repayment.

Risk management

The Board has overall responsibility for setting the risk appetite for the business and for ensuring that the Group's ongoing risk profile aligns with this. The Board is also responsible for identifying the business risks and uncertainties faced by the Group that could have a material adverse effect on the business, most of which are beyond its control, and for determining the appropriate course of action to manage these. It reviews a dynamic risk report quarterly, the process behind which is monitored by the Audit and Risk Committee. The most significant current risks and uncertainties are described below; the extent of the impact of each would naturally depend on the precise nature and duration of the event. This list is not exhaustive and there may be risks and uncertainties of which we are currently unaware, or which we currently believe are immaterial, that could have an adverse effect on the business.

The Group's approach to financial risk management is further explained in note 26 to the financial statements.

FINANCIAL STATEMENTS

Consolidated statement of comprehensive income

for the year-ended 31 December 2025

The notes form part of these consolidated financial statements.

Consolidated statement of financial position

at 31 December 2025

The notes form part of these consolidated financial statements.

Consolidated statement of changes in equity

for the year-ended 31 December 2025

The notes form part of these consolidated financial statements.

Consolidated statement of cash flows

for the year-ended 31 December 2025

The following cash and non-cash movements have occurred during the year in relation to financing activities from non-current liabilities:

The notes form part of these consolidated financial statements.

Notes forming part of the consolidated financial statements

for the year-ended 31 December 2025

Maintel Holdings Plc is a public limited company incorporated and domiciled in the UK, whose shares are publicly traded on AIM. Its registered office and principal place of business is 5th Floor, 69 Leadenhall Street, London, EC3A 2BG.

Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.

• Basis of consolidation
• Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded to the nearest thousand unless otherwise stated.

Going concern

The Group has demonstrated resilience over a long period, with a substantial level of recurring revenue, and a strong strategic position and a wide range of loyal, established customers and partners. The Group also has a sound record of maintaining a strong order pipeline, with approximatively £50.0m of total contract value won in 2025, the majority within its target vertical sectors.

The directors have assessed the Group and Company's ability to continue as a going concern, based on a new Board-approved budget and forecast covering three years to 31 December 2028.

In order to support the Group's forecasted growth and sustainable delivery of newly signed projects, the Company launched a fundraising offer in May 2026, which was approved at the General Meeting held on 1 June 2026. As detailed on page 126 of the Annual Report and Account 2025, this has resulted in the Company raising approximately £5.5m (before expenses) through a combination of share issues with existing investors, a retail offer of shares and the issue of convertible loan notes.

The Group also relies on banking facilities provided by HSBC Bank plc ("HSBC"). On 21 June 2026, the Group signed a new banking agreement with HSBC to replace the previous facility, for 24 months to 30 June 2028. The revised facility with HSBC in place under this agreement consists of a £12.0m revolving credit facility ("RCF"), a £6.2m term loan on a reducing basis and a £2.0m arranged overdraft facility. Capital repayments will commence from April 2027, supporting the Group's fundraising objectives.

As part of these amended financing arrangements, the previous leverage, interest cover and debt servicing covenants have been replaced with revised metrics consisting of minimum cash EBITDA (broadly Adjusted EBITDA minus capex), minimum liquidity, capped capital expenditure and maximum creditor payment ageing. Aligned with the value creation strategy of the business, the new suite of covenants focuses on the holistic profitability of the Group, and its cash generation, while delivering the last steps of the business transformation. Covenant testing has been waived until September 2026. The refinancing also resulted in a 0.40% increase in the applicable interest margin on the RCF and term loan, which has been reflected in the Group's cash flow forecasts and considered in assessing liquidity and headroom.

The Group's forecasts and projection models have been built on a prudent basis. The Board-approved three-year business plan takes into account uncertainty around the impact of the supply chain issues with regard to both project delivery and timing of pipeline conversion, which allows for actual performance to exceed management forecasts in terms of revenue expectations. The Board has reviewed the model in detail, taking account of reasonably possible changes in trading performance, including sensitivities in pipeline conversion and renewal risk, together with further mitigating actions it could take such as overhead savings. Forecasts have also been stress-tested against covenant requirements under the new agreement with HSBC. As a result, the Board believes that the Group has sufficient headroom in its agreed funding arrangements to withstand a greater negative impact on its cash flow than it currently expects.

As highlighted in the risk management section (see pages 80-81 of the Annual Report and Account 2025) the Board has put robust business continuity plans in place to ensure continuity of trading and operations. Management believes the pipeline will enable Maintel to deliver upside from the budgeted revenue, whilst focusing on cost efficiency and margin enhancement.

On this basis, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, including for a period of at least 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Revenue

Revenue is recognised in accordance with IFRS 15 and represents amounts invoiced to customers less value added tax. For each contract, the Group identifies a performance obligation for each of the distinct goods and services the Group has promised to provide to the customer. The consideration is apportioned to each performance obligation based on their relative standalone selling prices, and is recognised as the obligations are satisfied.

The Group has multiple revenue lines across the business. The policies for individual service lines and their performance obligations are outlined below. The Group does not have any material obligations in respect of returns, warranties or refunds.

On-premise managed services

On-premise managed services relates to all support and managed service recurring revenues for hardware and software located on customer premises.

On-premise managed services revenues are recognised over time, over the relevant contract term, on the basis that the customer simultaneously receives and consumes the benefits provided by the Group's performance of the services over the contract term.

Revenue is recognised over time on an output basis. In calculating the revenue to recognise at the reporting date, Management review available output information for each contract, which may include the number of contracted support days completed or services delivered to date, relevant third-party usage or service provision data, customer milestones reached or contract time elapsed.

The consideration for the provision of ongoing support and managed services is payable by the customer over the duration of the contract.

Project revenues

Project revenue relates to all non-recurring revenues from hardware, software, professional and consultancy services and other non-recurring sales.

Project revenues for contracts with customers, which include both supply of technology goods and installation services, represent in substance one performance obligation and result in revenue recognition at a point in time, when the Group has fulfilled its performance obligations under the relevant customer contract.

Under these contracts, the Group performs a significant integration service which results in the technology goods and the integration service being one performance obligation. Over the course of the contract, the technology goods, which comprise both hardware and software components, are customised through the integration services to such an extent that the final customised technology goods installed on completion are substantially different to their form prior to the integration service.

Revenue is recognised when the integrated technology equipment and software has been installed and accepted by the customer.

Consideration is payable by the customer when the integrated technology equipment and software has been installed at the customer premises.

Infrastructure and managed services

Infrastructure and managed services relates to a combination of the provision of hardware and the ongoing monitoring and maintenance of the hardware and network services to which it is connected.

The Group provides a service to customers of the provision of hardware and the ongoing monitoring and maintenance of the hardware and network services to which it is connected.

Management considers this to be two performance obligations, being the supply of hardware and the provision of ongoing monitoring and maintenance services.

The total transaction price is allocated over those two performance obligations on the basis of their relative stand-alone selling prices, applying an expected cost plus a margin approach, which Management assess on the basis of other customer contracts.

The revenue from the sale of hardware is recognised at a point in time when the hardware goods are delivered to the customer, and the customer has control of the assets.

The revenue from the provision of ongoing and maintenance services is recognised over time on an output basis. In calculating the revenue to recognise at the reporting date, Management review available output information for each contract, which may include the number of contracted support days completed or services delivered to date, relevant third-party usage or service provision data, customer milestones reached or contract time elapsed.

The consideration for the sale of hardware is payable by the customer in line with the agreed contract terms, and may be invoiced upfront or on delivery. The consideration for the provision of ongoing monitoring and maintenance services is payable by the customer over the duration of the contract.

Network services

This includes the following four revenue lines, which may all make up component parts of the same contract with a customer and are deemed to be separate performance obligations:

• Data connectivity services: subscription, circuit, co-location and managed service revenues from Wide Area Network (WAN), SD-WAN, internet access and managed security service contracts.
• Call traffic: recurring revenues from both legacy voice and modern SIP Trunking contracts.
• Line rental: the recurring revenues billed to maintain the connections for the above contracts.
• Cloud services: subscription and managed service revenues from cloud contracts.

Initial connection services are not distinct performance obligations and are therefore combined with the associated service performance obligation.

The total transaction price of a network services customer contract is allocated over the relevant performance obligations (up to four) on the basis of their relative stand-alone selling prices, applying an expected cost plus a margin approach, which Management assess on the basis of other customer contracts.

Revenues are recognised over time, for services provided up to the reporting date, on the basis that the customer simultaneously receives and consumes the benefits provided by the Group's performance of the services over the contract term.

Revenues are recognised over time on an output basis. In calculating the revenue to recognise at the reporting date, Management review available output information for each contract, which may include the number of contracted support days completed or services delivered to date, the available third-party call traffic data, customer milestones reached or contract time elapsed.

Consideration is payable by the customer over the duration of the contract.

Mobile

Mobile generates revenue primarily from revenue share received as part of its dealer agreements with mobile network operators which scale in line with growth in partner revenues, in addition to value added services sold alongside mobile such as mobile fleet management and mobile device management.

Where the Group acts as an agent in a transaction, revenue represents the revenue share receivable from mobile network operators.

Connection revenue share received from the mobile network operators on fixed line revenues, are allocated primarily to two separate performance obligations, being:

• The obligation to provide a hardware fund to end users for the supply of handsets and other hardware kit: revenues are recognised under these contracts at a point in time when the hardware goods are delivered to the customer, and the customer has control of the assets; and
• Ongoing service obligations to the customer: revenues are recognised over time on an output basis, being straight-line over the duration of the contract.

The total transaction price of a contract relating to the connection revenue share is allocated over these two performance obligations on the basis of their relative stand-alone selling prices, applying an expected cost plus a margin approach, which Management assess on the basis of other customer contracts.

The consideration for the sale of hardware kit is payable by the customer in line with the agreed contract terms, and may be invoiced upfront or on delivery.

The consideration for the provision of ongoing service obligations is payable by the customer over the duration of the contract. Customers are invoiced directly by the mobile network operators monthly, and the Group receives the related revenue share on the same basis.

Customer rebates are recognised as a reduction in revenue. These are recognised monthly at a point in time when a customer has earnt the right to said rebate in line with the terms of their mobile contract, based on the available third-party usage data. These are also payable by the network operators on a monthly basis.

Accrued and deferred revenue

Where a performance obligation is completed before the consideration is received, accrued income is recognised.

Where the consideration is received before the completion of a performance obligation, deferred income is recognised.

Other operating income

Other operating income relates primarily to research and development credits and supplier commissions, promotions and bonus payments.

Other operating income is recognised when the Group's right to recognise the income has been established, it is probable that the related economic benefits will flow to the Group, and the related amounts can be measured reliably.

Leased assets

When the Group enters into a lease, a lease liability and a right of use asset is created.

A lease liability shall be recognised at the commencement date of the lease term and will be measured at the present value of the remaining lease payments, discounted using the Groups' incremental borrowing rate. In determining the lease term, hindsight is applied in respect of leases which contain an option to extend or terminate the lease. The lease term is reassessed for such an extension or termination option, or other such significant events, if the option is within the control of the Group and the Group is reasonably certain to exercise the option.

The lease liability is subsequently increased for a constant periodic rate of interest on the remaining balance of the lease liability and reduced for lease payments. Interest on the lease liability is recognised in the income statement.

A right of use asset shall be recognised at the commencement date of the lease term. The right of use asset will be measured at an amount equal to the lease liability. The right of use asset will subsequently be measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation for leased property (disclosed as 'Land and buildings' in Note 17), motor vehicles and office and computer equipment is charged to the statement of comprehensive income on a straight-line basis over the shorter of the lease term and the useful economic life of the asset. The useful economic life of a right of use asset is based on that assigned to equivalent owned assets, as disclosed in the 'Property, plant and equipment' policy (o).

Where leases are 12 months or less or of low value, payments made are expensed evenly over the period of the lease.

Rentals receivable under operating leases are credited to the consolidated statement of comprehensive income on a straight-line basis over the term of the lease. The aggregate cost of lease incentives offered is recognised as a reduction of the rental income over the lease term on a straight-line basis.

In addition, the carrying amount of the right-of-use assets and lease liabilities are remeasured if there is a modification, a change in the lease term or a change in the fixed lease payments. The remeasured lease liability (and corresponding right-of-use asset) is calculated using a revised discount rate, based upon a revised incremental borrowing rate at the time of the change.

Employee benefits

The Group contributes to a number of defined contribution pension schemes in respect of certain of its employees, including those established under auto-enrolment legislation. The amount charged in the consolidated statement of comprehensive income represents the employer contributions payable to the schemes in respect of the financial period. The assets of the schemes are held separately from those of the Group in independently administered funds.

The cost of all short-term employee benefits is recognised during the period the employee service is rendered.

Holiday pay is expensed in the period in which it accrues.

Exceptional items

Exceptional items are significant items of non-recurring income or expenditure that have been separately presented by virtue of their nature to enable a better understanding of the Group's financial performance. Non-recurring exceptional items are presented separately in the consolidated statement of comprehensive income.

Interest

Interest income and expense is recognised using the effective interest rate basis.

Taxation

Current tax is the expected tax payable on the taxable income for the year, together with any adjustments to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for differences arising on:

The initial recognition of goodwill;

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits and taxable temporary differences will be available against which the asset can be utilised.

Management judgement is used in determining the amount of deferred tax asset that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The amount of the deferred tax asset or liability is measured on an undiscounted basis and is determined using tax rates that have been enacted or substantively enacted by the date of the consolidated statement of financial position and are expected to apply when the deferred tax assets/liabilities are recovered/settled.

• The same taxable Group company; or
• Dividends

Dividends unpaid at the reporting date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company.

Proposed but unpaid dividends that do not meet these criteria are disclosed in the notes to the consolidated financial statements.

Intangible assets

Goodwill

Goodwill represents the excess of the fair value of the consideration of a business combination over the acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired; the fair value of the consideration comprises the fair value of assets given. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset and carried at cost with any impairment in carrying value being charged to the consolidated statement of comprehensive income.

Customer relationships

Customer relationships are stated at fair value where acquired through a business combination, less accumulated amortisation. Customer relationships are amortised over their estimated useful lives of six years to eight years, based on the expected length of the Group's provision of goods and services to the related customer base.

Product platform

The product platform is stated at cost less accumulated amortisation. Where these have been acquired through a business combination, the cost is the fair value allocated less accumulated amortisation. The product platform is amortised over its estimated useful life of eight years, based on the expected time the Group will utilise the product platform in its operations.

Software (including Microsoft licences)

Software is stated at cost less accumulated amortisation. Where these assets have been acquired through a business combination, the cost is the fair value allocated in the acquisition accounting. Software is amortised over its estimated useful life of three years in respect of the Microsoft licences, based on the expected time the Group will utilise the licenses in its operations.

Please see Note 3 for further information on capitalised internally generated development costs, which are included within software intangible assets in Note 14.

Licences (third-party subscription licences)

Third-party subscription licences are stated at cost less accumulated amortisation. Where these assets have been acquired through a business combination, the cost is the fair value allocated in the acquisition accounting. Licences are amortised over their estimated useful lives of three years, based on the expected time the Group will utilise the licences in its operations.

Other

Other intangible assets include stock management platforms which is managed by third parties. Other intangibles are amortised over their estimated useful lives, being 5 years, based on the expected time the Group will utilise the stock management platform in its operations.

Impairment of non-current assets

Impairment tests on goodwill are undertaken annually on 31 December. Customer relationships and other assets are subject to impairment tests whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (being the higher of value in use and fair value less costs to sell), the asset is written down accordingly in the administrative expenses line in the consolidated statement of comprehensive income and, in respect of goodwill impairments, the impairment is never reversed.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (being the lowest Group of assets in which the asset belongs for which there are separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the Group's cash-generating units that are expected to benefit from the synergies of the combination giving rise to goodwill.

Property, plant and equipment

Property, plant and equipment is stated at cost, less accumulated depreciation and any impairment in value. Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets, other than freehold land, over their expected useful economic lives, at the following rates:

Property, plant and equipment acquired in a business combination is initially recognised at its fair value.

Inventories

Inventories comprise (i) maintenance stock, being replacement parts held to service customers' telecommunications systems, and (ii) stock held for resale, being stock purchased for customer orders which has not been installed at the end of the financial period. Inventories are valued at the lower of cost and net realisable value.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less, held for meeting short term commitments.

Financial assets and liabilities

The Group's financial assets and liabilities mainly comprise cash, borrowings, trade and other receivables, trade and other payables, lease liabilities and derivative financial instruments.

Trade and other receivables are not interest bearing and are stated at their amortised cost as reduced by appropriate allowances for irrecoverable amounts or additional costs required to effect recovery.

The Group reviews the amount of credit loss associated with its trade receivables based on forward looking estimates that take into account current and forecast credit conditions. The Group has applied the Simplified Approach applying a provision matrix based on number of days past due to measure lifetime expected credit losses and after taking into account customer sectors with different credit risk profiles and current and forecast trading conditions.

Trade and other payables are not interest bearing and are stated at their amortised cost.

Borrowings

Interest bearing bank borrowings and overdrafts are initially recorded at the value of the amount received, net of attributable transaction costs. Interest bearing borrowings are subsequently stated at amortised cost with any difference between cost and redemption value being recognised in the consolidated statement of comprehensive income over the period of the borrowing using the effective interest method.

Provisions

Provisions are recognised when:

• the Group has a present legal or constructive obligation as a result of past events;
• it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
• the amount has been reliably estimated

When there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations is small.

Foreign currency

The presentation currency of the Group is Pound Sterling. All Group companies at 31 December 2025 have a functional currency of Pound Sterling, consistent with the presentation currency of the Group's consolidated financial statements. Transactions in currencies other than Pound Sterling are recorded at the rates of exchange prevailing on the dates of the transactions.

As at 31 December 2025, the Group, did not hold any interest in foreign subsidiaries.

Share-based payments

The Group uses the Black-Scholes Model to calculate the appropriate fair value at the date the options are granted to the employee.

Where employees are rewarded using equity settled share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date.

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to reserves.

If vesting periods apply, the expense is allocated over the vesting periods, based on the best available estimate of the number of share options expected to vest. Estimates are revised subsequently if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current year. No adjustment is made to any expense recognised in prior years if share options that have vested are not exercised.

• Accounting standards issued
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of exchangeability

There were no other new accounting standards issued that have been adopted in the year.

Standards in issue but not yet effective

The Directors do not expect the adoption of these standards or amendments to standards to have a material impact on the financial statements, with the exception of presentational changes as a result of IFRS 18 Presentation and Disclosure in Financial Statements. Given that IFRS 18 is not effective until the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further in the coming years.

Effective for annual periods beginning on or after 1 January 2026

Effective for annual periods beginning on or after 1 January 2027

• IFRS 18 Presentation and Disclosure in Financial Statements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures

In the process of applying the Group's accounting policies, management has made various estimates, assumptions and judgements, with those likely to contain the greatest degree of uncertainty being summarised below.

Management has reviewed these critical accounting estimates and significant judgements, along with the related disclosures, with the Audit Committee.

Critical accounting estimates

Impairment of non-current assets

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The Group is also required to test other finite life intangible and tangible assets for impairment where impairment indicators are present.

In line with IAS 36 Impairment of Assets, the recoverable amount of assets subject to impairment reviews is calculated as being the higher of their value in use and fair value less cost to sell.

In determining their value in use, the recoverability of the assets is assessed based on whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets, using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of uncertain matters.

In particular, Management exercises estimation in determining assumptions for revenue growth rates and gross margins for future periods which are important components of future cash flows, and also in determining the appropriate discount rates which are used across the Group's cash generating units.

See Note 14 for the carrying amount of goodwill and other intangible assets at the end of the reporting period and for details on the assumptions used to calculate the recoverable amount.

Research and development costs

Management reviews expenditure incurred on research and development activities, including wages and benefits for employees, and applies judgement in assessing whether the expenditure meets the capitalisation criteria set out in IAS 38 Intangible Assets. Development costs are capitalised and recognised as software intangible assets when Management have determined the following criteria have been met:

• It is technically feasible to complete the software so that it will be available for use;
• The Group intends to complete the software and use or sell it to its customers;
• There is an ability to use or sell the software;
• It can be demonstrated how the software will generate probable future economic benefits for the Group;
• The expenditure attributable to the software during its development can be reliably measured.

Any research and development costs that do not meet these criteria are expensed to the income statement in the period in which they are incurred.

Management estimates the useful economic life of capitalised development costs by assessing the expected time the Group will utilise and receive economic benefits from the related software developments. In most cases, Management have determined 3 years to be a reasonable estimate based on this assessment.

See Note 14 for details of internally generated development costs that were capitalised in the current and prior year.

Significant judgements

Timing of service revenue recognition

For ongoing support and managed services provided across the Group, revenue is recognised over time on an output basis.

Determining the revenue to recognise at a reporting date can require judgement. In calculating the revenue to recognise, Management review available output information for each contract, which may include the number of contracted support days completed or services delivered to date, relevant third-party usage or service provision data, customer milestones reached or contract time elapsed.

The allocation of the transaction price against the performance obligations

The transaction price of a customer contract is allocated to the relevant performance obligations on a relative stand-alone selling price basis at contract inception. Determining the standalone selling price can require judgement. Management determines the transaction price from a cost-plus derived price, with reference to the observable price of similar goods and services when sold on a standalone basis by Maintel or a competitor. Discounts are not considered as they are only given in rare circumstances.

Recoverability of the deferred tax asset

The net deferred tax asset mainly arises on the recognition of tax timing differences on property, plant and equipment, as well as prior and current year taxable losses which are expected to be utilised against future year taxable profits. Other items include timing differences in relation to provisions. This is partially offset by a deferred tax liability in relation to tax timing differences on intangible assets.

Management exercises their judgement in recognising the deferred tax asset in relation to prior and current year taxable losses on the basis that it can be measured reliably, and it is probable that it will result in future economic benefits for the Group.

The Board has reviewed the Group forecasts and projection models covering five years from the year end, taking into account reasonably possible changes in trading performance. As a result, the Board determined that the Group will make sufficient profits in the future against which the losses can be utilised. In the current year, the trading subsidiary utilised a significant portion of the prior years' losses, which further supports this assessment. There are no time restrictions on when these taxable losses can be utilised. The deferred tax asset relating to tax losses has therefore been recognised on this basis.

See Note 22 for the deferred tax movements in the year and balance at the year end.

Exceptional items

Exceptional items are significant items of non-recurring income or expenditure that have been separately presented by virtue of their nature to enable a better understanding of the Group's underlying financial performance.

These items may include one-off projects, such as the Group's transformation project, which span over several years and are therefore not contained to a single reporting period but are nevertheless not expected to be recurring events.

Management exercises their judgement in determining the items that are not considered to be part of the Group's recurring income or expenditure incurred as part of carrying out its principal activities.

See Note 13 for details of exceptional items incurred in the current and prior year.

Year-ended 31 December 2025

IFRS 8 requires operating segments to be identified based on internal financial information reported to the chief operating decision-maker (CODM) for decision-making purposes. The Group considers the role of the CODM for decision-making purposes as being performed by the Board.

Following the completion of the strategic review of the Group's structure, resource allocation and decision-making processes during the year, the Board believes that the Group comprises a single reporting segment, being the provision of communications managed services to customers. The CODM assess the performance of the Group principally through an adjusted EBITDA measure. Resource allocation and strategic decision-making are undertaken at the consolidated business level, reflecting the integrated nature of the operations.

As a result of this, the comparative segmental information previously presented for three operating segments has been restated on a single-segment basis. This change in presentation does not affect the Group's total assets, liabilities, revenue or profit for any period, but provides a more meaningful view of how the business is managed internally and how performance is evaluated by the Board.

The Board does not regularly review the aggregate assets and liabilities of its segments and accordingly an analysis of these is not provided.

A reconciliation from (loss)/profit before taxation to adjusted EBITDA is provided in Note 12 to the consolidated financial statements.

Revenue is wholly attributable to the principal activities of the Group in the current and prior year.

In 2025 the Group had no customer (2024: None) which accounted for more than 10% of its revenue.

The Group makes contributions to defined contribution personal pension schemes for employees and Directors. The assets of the schemes are separate from those of the Group.

Pension contributions totalling £160,000 (2024: £159,000) were payable to the schemes at the year-end and are included in other payables.

Included in the above is the remuneration of the highest paid Director as follows:

During the year, the Group paid fees of £106k (2024: £45k) to Rouncil Services Limited, a company of which Clare Bates is a shareholder and Director, in respect of professional services provided to the Group. These amounts are included within the Directors' emoluments above.

The Group paid contributions into defined contribution personal pension schemes in respect of two Directors during the year, two of whom were on defined contributions and zero auto-enrolled at minimal contribution levels (2024: four, three defined contribution, one auto-enrolled).

Further details of Director remuneration are shown in the Remuneration Committee report on pages 74-79 of the Annual Report and Account 2025.

[1] All impairment charges have been recognised in exceptional items. Please see Note 13 for further details.

Other income in the year relates primarily to research and development credits of £500,000 and supplier commissions, promotions and bonus payments of £326,000 (2024: relates primarily to research and development credits of £375,000 and supplier commissions, promotions and bonus payments of £305,000).

Interest payable on bank borrowings includes £111,000 (2024: £78,000) amortisation of issue costs.

The standard rate of corporation tax in the UK for the year was 25% (2024: 25%), and therefore the Group's UK subsidiaries are taxed at that rate. The differences between the total tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the (loss)/profit) before tax are as follows:

Factors that may affect future tax charges/credits:

There are no future factors at the reporting date that are expected to impact the Group's future tax charge. The Group is not within the scope of the OECD Pillar Two model rules.

Earnings per share is calculated by dividing the (loss)/profit after tax for the year by the weighted average number of shares in issue for the year, these figures being as follows:

Adjustment for intangibles amortisation is in relation to intangible assets acquired via business combinations.

The adjustments to losses have been made in order to provide a clearer picture of the trading performance of the Group after removing amortisation and non-recurring expenses. In calculating diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.

The Group has one category of potentially dilutive ordinary shares, being those share options granted to employees where the exercise price is less than the average price of the Company's ordinary shares during the period.

Potentially dilutive shares have not been included in the diluted EPS for the current year on the basis that they are anti-dilutive, however they may become dilutive in future periods.

The costs analysed below have been shown as exceptional items in the income statement as they are not considered to be part of the Group's recurring income or expenses:

Transformation costs incurred in the year relate to the Group's ongoing strategic review and broader programme of change. These include streamlining internal structures and aligning support functions, alongside third-party professional fees, rebranding activities and expenditure associated with implementing the results of the strategic and product review.

Employee-related restructuring costs principally relate to redundancy costs and related professional fees paid to external parties.

Fees relating to the revised credit facilities agreement represent professional fees associated with the implementation of the revised banking facilities agreed with HSBC in March 2025.

During the year, the Group recognised an exceptional charge in relation to an employment tribunal claim brought by a former employee. Although previously disclosed as a contingent liability, the matter was resolved shortly after the reporting date, and a provision has therefore been included for the full and final settlement amount of this claim.

In addition, all legal and professional costs incurred during the current and prior year in relation to the case have been included within exceptional items.

Other restructuring costs relate to one-off items incurred during the year that are non-recurring in nature and do not reflect the underlying trading performance of the business.

Amortisation charges for the year have been charged through administrative expenses in the statement of comprehensive income.

Included within the amortisation charge for the year ended 31 December 2025 is £2,571,000 (2024: £2,342,000) relating to amortisation from non-acquired intangible assets (here meaning assets not acquired as part of a business combination).

The software and licenses and product platform additions include capitalised development costs, being internally generated assets totalling £941,000 (2024: £727,000).

A reclassification has been made in the year to present certain balances in line with their appropriate accounting treatment, resulting in £298,000 being transferred from intangible assets to lease liabilities. This reclassification has no impact on the income statement. No reclassification has been made to prior periods on the grounds of this being immaterial to the comparative results presented.

Goodwill

The carrying value of goodwill is allocated to the cash generating units as follows:

For the purposes of the impairment review of goodwill, the net present value of the projected future cash flows of the relevant cash generating unit are compared with the carrying value of the assets for that unit; where the recoverable amount of the cash generating unit is less than the carrying amount of the assets, an impairment loss is recognised.

Projected cash flows are based on a five-year horizon which use the approved plan and a pre-tax discount rate is applied to the resultant projected cash flows of each CGU.

Key assumptions used to calculate the cash flows include annual revenue growth rates and gross margin, which are based on the Group's past performance, current industry trends, and known contracted future revenues and costs. Terminal growth rates are informed by the Group's past performance and external industry and business growth trends.

The key assumptions used in the impairment testing were as follows:

Network services: average annual revenue growth rate 4.5% (2024: 10.4%), terminal growth rate 2.0% (2024: 2.4%), average gross margin 36.5% (2024: 37.8%), pre-tax discount rate 10.3% (2024: 15.8%)

Project and on-premise managed services: average annual revenue growth rate 0.3% (2024: -1.4%), terminal growth rate 2.0% (2024: terminal growth rate 2.4%), average gross margin 26.5% (2024: 25.9%), pre-tax discount rate 9.2% (2024: 15.8%).

The Group's impairment assessment at 31 December 2025 indicates that there is sufficient headroom for each unit.

If the pre-tax discount rate applied to the cash flow projections increased by more than 1%, the Group would have had to recognise an impairment in goodwill related to the Mobile cash generating unit.

The discount rate is based on conventional capital asset pricing model inputs and varies to reflect the relative risk profiles of the relevant cash generating units. Sensitivity analysis using reasonable variations in growth rate assumptions shows no indication of impairment.

The Company has a 100% investment in Maintel Europe Limited. The registered address of Maintel Europe Limited is the same as that of the parent.

Maintel Europe Limited provides goods and services in the managed services and technology and network services sectors. Maintel Europe Limited is the sole provider of the Group's mobile services.

During the prior year, the following subsidiaries were dissolved:

Impairment charges for the year of £nil (2024: £259,000) relate to onerous lease costs and have been recognised within exceptional items (Note 13).

No provisions were made against stock held for resale in 2025 or 2024 as this balance represents new hardware awaiting installation at customer sites.

All amounts shown above fall due for payment within one year.

In applying IFRS 9, the Group reviews the amount of credit loss associated with its trade receivables and accrued income based on forward looking estimates that take into account current and forecast credit conditions as opposed to relying on past historical default rates. The Group has applied the Simplified Approach applying a provision matrix based on number of days past due to measure lifetime expected credit losses, after taking into account customer sectors with different credit risk profiles, and current and forecast trading conditions.

The corresponding adjustments for these movements represent revenues and costs recognised in the income statement in the year, driven by a decrease in revenues and fewer billing milestones reached, combined with the timing of payments to suppliers. A further analysis of revenue movements in the year is described within the Business review in the Strategic Report.

Refer to Note 25 for details of current provisions of £491,000 (2024: £64,000) and non-current provisions of £146,000 (2024: £96,000). The prior year provisions were presented within current and non-current other payables in the 2024 Annual Report.

Of the closing deferred income balance of £18,897,000, £15,966,000 is expected to be recognised as revenue in FY26, £2,033,000 in FY27 and £898,000 in FY28 or later.

Of the closing accrued income balance of £5,185,000 (see Note 19), £1,073,000 relates to revenues where the Group's right to invoicing is conditional upon billing milestones having been met.

The net deferred tax asset mainly arises on the recognition of tax timing differences on property, plant and equipment, as well as prior and current year taxable losses which are expected to be utilised against future year taxable profits. Other items include timing differences in relation to provisions. This is partially offset by a deferred tax liability in relation to tax timing differences on intangible assets.

The Board has reviewed the Group forecasts and projection models covering five years from the year end, taking into account reasonably possible changes in trading performance. As a result, the Board determined that the Group will make sufficient profits in the future against which the losses can be utilised. There are no time restrictions on when these taxable losses can be utilised. The deferred tax asset relating to tax losses has therefore been recognised on this basis.

The net deferred tax asset balance at 31 December 2025 has been calculated on the basis that the associated assets and liabilities will unwind at 25% (2024: 25%).

On 28 March 2025, the Group signed a new banking agreement with HSBC Bank plc ("HSBC") to replace the previous facility, for 39 months to 28 June 2028. The new facility with HSBC consists of a £12.0m revolving credit facility ("RCF"), an £8.0m term loan on a reducing basis and a £2.0m arranged overdraft facility. The term loan is being repaid in equal monthly instalments, starting in May 2025. The principal balance of the term loan and RCF at 31 December 2025 was £6.9m and £12.0m respectively.

The term loan is being repaid in equal monthly instalments, starting in May 2025. The principal balance of the term loan at 31 December 2025 was £6.9m, and the RCF balance was £12.0m.

Interest terms on the RCF and term loan are linked to SONIA plus a covenant-dependent tiered margin of 2.60% to 3.25% per annum. Interest on the arranged overdraft is Bank of England Base Rate plus 0.5%.

Covenants based on EBITDA to Net Finance Charges and Total Net Debt to EBITDA are tested on a quarterly basis, and a covenant based on Cash Flow to Debt Service is tested annually.

The current bank borrowings are stated net of unamortised issue costs of £0.1m (2024: £0.1m).

The facilities are secured by a fixed and floating charge over the assets of the Company and its subsidiaries.

The Directors consider that there is no material difference between the book value and fair value of the borrowings.

Discounted lease liabilities included in the statement of financial position

Lease liabilities predominantly relate to the Company office premises in London and Blackburn and office and computer equipment.

During the years ended 31 December 2025 and 31 December 2024 there were no variable lease payments to be included in the measurement of lease liabilities and there were no sale and leaseback transactions. Income from subleasing right of use assets in the year was £Nil (2024: £Nil).

Dilapidations provisions relate to obligations to reinstate certain properties to their former condition at the end of the respective lease terms, which run up to April 2030.

A provision has been recognised at 31 December 2025 in relation to the settlement of an employment tribunal claim brought by a former employee. The provision is expected to be settled by May 2026. Refer to Note 13 for more details.

The Group's financial assets and liabilities mainly comprise cash, borrowings, trade and other receivables, trade and other payables and lease liabilities. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

Financial assets measured at amortised cost

The Group held the following foreign currency denominated financial assets and financial liabilities:

The maximum credit risk for each of the above is the carrying value stated above. The main risks arising from the Group's operations are credit risk, currency risk and interest rate risk, however other risks are also considered below.

Credit risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on customers as deemed necessary based on, inter alia, the nature of the prospect and size of order. The Group does not require collateral in respect of financial assets.

At the reporting date, the largest exposure was represented by the carrying value of trade and other receivables, against which £136,000 is provided at 31 December 2025 (2024: £136,000). The provision represents an estimate of potential bad debt in respect of the year-end trade receivables; a review having been undertaken of each such year-end receivable. The Group's customers are spread across a broad range of sectors and consequently it is not otherwise exposed to significant concentrations of credit risk on its trade receivables.

The movement on the provision for trade receivables is as follows:

A debt is considered to be bad when it is deemed irrecoverable, for example when the debtor goes into liquidation, or when a credit or partial credit is issued to the customer for goodwill or commercial reasons. The Group has applied the Simplified Approach applying a provision matrix based on number of days past due to measure lifetime expected credit losses and after taking into account customer sectors with different credit risk profiles and current and forecast trading conditions. The Group's provision matrix is as follows:

12,498

Receivables are grouped based on the credit terms offered. The probability of default is determined at the year-end based on the aging of the receivables and historical data about default rates on the same basis. That data is adjusted if the Group determines that historical data is not reflective of expected future conditions due to changes in the nature of its customers and how they are affected by external factors such as economic and market conditions.

Foreign currency risk

The functional currency of all Group companies at 31 December 2025 is Pound Sterling.

In addition, some Group companies transact with certain customers and suppliers in Euros or US Dollars. Those transactions are affected by exchange rate movements during the year. Such transactions in Euros or US Dollars are not deemed material in a Group context and sensitivity to exchange rate movements is considered to be immaterial.

Interest rate risk

The Group had total borrowings of £18.8m at 31 December 2025 (2024: £20.7m). The interest rate charged is related to SONIA and bank rate respectively and will therefore change as those rates change. If interest rates had been 0.5% higher/lower during the year, and all other variables were held constant, the Group's loss (2024: profit) for the year would have been £95,000 (2024: £109,000) higher/lower due to the variable interest element on the loan.

Liquidity risk

Liquidity risk represents the risk that the Group will not be able to meet its financial obligations as they fall due. This risk is managed by balancing the Group's cash balances, banking facilities and reserve borrowing facilities in the light of projected operational and strategic requirements.

Financial liabilities:

Market risk

As noted above, the interest payable on borrowings is dependent on the prevailing rates of interest from time to time.

Capital risk management

The Group's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to shareholders. Capital comprises all components of equity, including share capital, capital redemption reserve, share premium, translation reserve and retained losses. Typically returns to shareholders will be funded from retained profits, however in order to take advantage of the opportunities available to it from time to time, the Group will consider the appropriateness of issuing shares, repurchasing shares, amending its dividend policy and borrowing, as is deemed appropriate in the light of such opportunities and changing economic circumstances.

The Company adopted new Articles on 27 April 2016, which dispensed with the need for the Company to have an authorised share capital. The Company has one class of ordinary shares which carry no right to fixed income. All of the Company's shares in issue are fully paid and each share carries the right to vote at general meetings.

No shares were issued in the year (2024: Nil).

No shares were repurchased during the year (2024: Nil).

Share premium, translation reserve, and retained losses represent balances conventionally attributed to those descriptions. Other reserves include a capital redemption reserve of £31,000 (2024: £31,000) and a translation reserve of £33,000 (2024: £33,000).

The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled by the Company and is non-distributable in normal circumstances.

The Group has no regulatory capital or similar requirements; its primary capital management focus is on maximising earnings per share and therefore shareholder return.

The Directors have proposed that there will be no final dividend in respect of 2025 (2024: £Nil).

The Company established the Maintel Holdings Plc Share Incentive Plan ("SIP") in 2006, which was updated in 2016. The SIP is open to all employees and Executive Directors with at least six months' continuous service with a Group company and allows them to subscribe for existing shares in the Company out of their gross salary. The shares are bought by the SIP on the open market. The employees and Directors own the shares from the date of purchase but must continue to be employed by a Group company and hold their shares within the SIP for five years to benefit from the full tax benefits of the plan.

The Remuneration Committee's report on pages 74-79 of the Annual Report and Account 2025 describes the options granted over the Company's ordinary shares to the Directors.

In aggregate, options are outstanding over 3.8% (2024: 4.6%) of the current issued share capital. The number of shares under option and the vesting and exercise prices may be adjusted at the discretion of the Remuneration Committee in the event of a variation in the issued share capital of the Company.

The weighted average contractual life of the outstanding options was 8 years (2024: 8 years), exercisable in the range 115p to 375p (2024: 115p to 375p).

No share options were exercised in the year by way of issue of new shares (2024: none).

The Group recognised £104,000 of expenditure related to equity-settled share-based payments in the year (2024: £126,000).

The fair value of options granted during the year is determined by applying the Black-Scholes model.

The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the Black-Scholes model in respect of options granted in the period are as follows:

Expected volatility was determined by calculating the historical volatility of the Group's share price for the five-year period prior to the date of grant of the share option. The expected life used in the model is based on management's best estimate. The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous period.

Transactions with key management personnel

Key management personnel comprise the Directors and executive officers. The remuneration of the individual Directors is disclosed in the Remuneration Committee report. The remuneration of the Directors and other key members of management during the year was as follows:

Other transactions - Group

During the year, the Group paid fees of £Nil (2024: £28,000) to John Spens, a significant shareholder of the Group, in respect of consultancy services provided to the Group. No amounts were outstanding at 31 December 2025 (2024: £Nil).

Provision settlement

During the year, the Group recognised an exceptional charge in relation to an employment tribunal claim brought by a former employee. The matter was resolved shortly after the reporting date, and a provision has therefore been included for the full and final settlement amount of this claim. Please see note 13 of the financial statements for further information.

Fundraising

The Company launched a conditional Fundraising on 13 May 2026 comprising:

• The placement of 3,750,000 Ordinary Shares at the issue price of 80 pence per share with existing investors to raise approximately £3 million (before expenses);
• The issue of Convertible Loan Notes to raise approximately £2 million (before expenses); and
• The issue of 619,545 Ordinary Shares via a retail offer at the issue price of 80 pence per share to raise approximately £0.5 million (before expenses).

(together, the "Fundraising")

The Fundraising was conditional upon:

• The approval of the related Fundraising Resolutions by shareholders, which were approved at the General Meeting held on 1 June 2026; and
• The signing of a new facility agreement or the refinancing of the Company's debt facilities. The completion of the Company's refinancing on 21 June 2026 is detailed below.

On 23 June 2026, the Company therefore issued and allotted a total of 4,369,545 new Ordinary Shares, which were admitted to trading on AIM on 23 June 2026.

The Convertible Loan Notes are convertible at a price of 96 pence per share at any time at the election of the holder. The coupon payable under the Convertible Loan Notes is a fixed rate of 12 per cent per annum, which will be non-compounding and will be rolled up and paid in cash on repayment or conversion of the Convertible Loan Notes. On conversion, the new Ordinary Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares in issue immediately prior to such conversion.

Refinancing

From April 2025, the Group benefited from a financing facility in place with HSBC Bank plc ("HSBC") consisting of a revolving credit facility ("RCF") of £12.0m, an £8.0m term loan on a reducing basis and a £2.0m arranged overdraft facility. Repayments started in May 2025. The principal balance of the term loan at 31 December 2025 was £6.9m, and the RCF balance was £12.0m. Covenants based on EBITDA to Net Finance Charges and Total Net Debt to EBITDA were tested on a quarterly basis and Cash Flow to Debt Service was tested on an annual basis.

On 21 June 2026, the Group signed a new banking agreement with HSBC to replace the previous facility, for 24 months to 30 June 2028. The revised facility with HSBC in place under this agreement consists of a £12.0m revolving credit facility ("RCF"), a £6.2m term loan on a reducing basis and a £2.0m arranged overdraft facility. Capital repayments will commence from April 2027, supporting the Group's fundraising objectives.

As part of these amended financing arrangements, the previous leverage, interest cover and debt servicing covenants have been replaced with revised metrics consisting of minimum cash EBITDA (broadly Adjusted EBITDA minus capex), minimum liquidity, capped capital expenditure and maximum creditor payment ageing. Aligned with the value creation strategy of the business, the new suite of covenants focuses on the holistic profitability of the Group, and its cash generation, while delivering the last steps of the business transformation. Covenant testing has been waived until September 2026. The refinancing also resulted in a 0.40% increase in the applicable interest margin on the RCF and term loan.

As security on the Group's loan and overdraft facilities, the Company has entered into a cross guarantee with its subsidiary undertaking, Maintel Europe Limited, in favour of HSBC Bank plc. At 31 December 2025 the subsidiary had a positive cash balance.

The Company has entered into an agreement with Maintel Europe Limited, guaranteeing the performance by Maintel Europe Limited of its obligations under the lease on its London premises. The Board deem that the likelihood of any material financial liability arising for the Company as a result of this guarantee is remote, given the past ability of the subsidiary to meet its obligations and the post-yearend termination of this lease.

Glossary