Half-year Results

Good progress in business generation, consistent and solid performance in projects.

Maintel Holdings Plc, a leading provider of cloud and managed communication services, announces its unaudited interim results for the six months to 30 June 2026.

Key Financial Information

Financial Highlights

Group revenue was in line with expectations at £45.2 million (H1 2025: £46.5 million), with recurring revenue representing 70.4% of total revenue (H1 2025: 74.3%).

Total revenue slightly receded compared with the first half of 2025 due to a small number of churned contracts, which offset a 11.8% growth in revenue from projects and the benefit from price increases.

Gross profit decreased to £13.4 million (H1 2025: £14.0 million) with gross margin decreasing to 29.6% (H1 2025: 30.1%), reflecting increasingly competitive market conditions, in-bound inflationary pressure, and a change in revenue mix.

Adjusted EBITDA decreased by £0.2 million to £3.2 million (H1 2025: £3.4 million), as the adverse performance in trading was partially mitigated by overhead management actions. Adjusted EBITDA margin decreased to 7.1% (H1 2025: 7.2%).

Basic loss per share at 9.7p (H1 2025: loss per share at 5.5p), reflecting reduced profitability from operations together with higher amortisation of intangible assets and exceptional costs.

On 21 June 2026, the Group signed an amendment to its existing banking agreement with HSBC, modifying the original covenants. The existing facility remains in place until 30 June 2028.

On 22 June 2026, the Group successfully completed a £3.5 million equity placing. A further £2.0 million was raised through convertible loan notes, for which the conditions precedent was satisfied on 24 June 2026. The convertible loan notes were recognised at 30 June 2026 and included within net debt. Together, these transactions raised £5.5 million, strengthening the Group’s balance sheet and liquidity.

Net debt increased to £22.5 million (H1 2025: £18.0 million) primarily due to a £1.2 million cash outflow from operations in the period, compared with £2.2 million cash inflow in H1 2025, reflecting the timing of working capital movements. The increase was further impacted by capital expenditure of £2.4 million, up from £1.6 million in H1 2025. The net debt of £22.5 million at 30 June 2026, includes £2.0 million in relation to the convertible loan notes issued in June 2026, whilst the corresponding proceeds were received on 1 July 2026.

Operational Highlights

Over £26.0 million in Total Contract Value (TCV) of new business sales bookings from both existing and new customers were closed during H1 2026, an increase of 6.6% compared to H1 2025 (H1 2025: £24.4 million). The First Year Value[5] of these bookings increased by 26.0%, reflecting the strong project performance.

The sales pipeline reached a new record high, climbing to £79.0 million First Year Value[5] at the end of H1 2026 (H1 2025: £75.0 million).

Post period end, the Company appointed Craig Eadie as Non-Executive Chairman, and John Alexander Spens as Non-Executive Deputy Chairman in August 2026, and Willian Ginn as Non-Executive Director in July 2026.

Outlook

The Board remains encouraged by the Group’s progress, stronger sales bookings performance, continued pipeline growth and anticipated further cost savings expected to be delivered through the final phase of the Transformation Programme in the second half of the year. While the timing of project delivery, challenging market conditions and working capital movements will continue to influence short-term performance, the Board is focused on Adjusted EBITDA and cash generation ahead of revenue and remain confident of achieving Adjusted EBITDA market expectations for the 2026 financial year, albeit from a lower revenue base.

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

“Maintel leveraged the sales successes of late 2025 and early 2026 to deliver a solid performance in the first half of 2026, with continued progress across our transformation programme and strategic focus areas. We saw encouraging momentum in our core technology pillars and entered the second half with a very solid sales pipeline driving momentum for the second half of 2026. However, the wider market we operate in remains challenged both in terms of growth and margin.

“The ongoing transformation of our organisational structure, cost base, retention levels, ways of working and operational efficiency are all progressing, with key steps to review our operations delivery model having been planned during the first half of 2026, for execution during the second half of the year.

“We are committed to building long-term differentiation in the market, optimising our operating model, and delivering profitability with stronger cash generation while furthering and strengthening the services and outcomes we deliver to our clients.”

Notes

[1] Adjusted EBITDA is EBITDA of £2.1 million (H1 2025: £2.9 million), adjusted for exceptional items (including one-off restructuring costs) and share based payments (note 6).

[2] Adjusted profit before tax of £1.7 million (H1 2025: £1.8 million) is basic loss before tax, adjusted for intangibles amortisation, exceptional items and share based payments.

[3] Adjusted earnings per share is basic loss per share of 9.7p (H1 2025: loss per share of 5.5p), adjusted for acquisition related intangibles amortisation, exceptional items and share based payments (note 5). The weighted average number of shares in the period was 18.7 million (H1 2025: 14.5 million).

[4] Interest bearing debt (excluding issue costs of debt and excluding IFRS 16 debt) minus cash.

[5] First Year Value consists of the project revenue and the first 12 months’ recurring revenue expected under a contract order

BUSINESS REVIEW

Overview

Maintel continues to make strong progress in executing its specialist managed services strategy and in delivering the final phase of the organisational and strategic Transformation Programme, which began in 2023, with the review of its Operational delivery model, focusing on customers experience excellence. The Board believes that the actions taken have increasingly well-positioned the Group to benefit from its focus on cloud communications, customer experience and security & connectivity, supported by a more efficient operating model and stronger sales execution.

During the first half of 2026, the Company closed new business sales bookings, from both existing and

new customers, which had a £26.0 million Total Contract Value (“TCV”), an increase of 6.6% compared to H1 2025 (H1 2025: £24.4 million). Of this, £21.1 million represented First Year Value (“FYV”[5]), compared with £16.7 million in H1 2025, an increase of 26.3%. This reflects more than double the value of non-recurring technology revenue, principally hardware and software, compared to H1 2025.

At the end of June 2026, the Group’s total sales pipeline stood at £79.0 million of FYV[5], up 6.8% from the strong pipeline reported at the end of H1 2025. With £52.0 million of the sales pipeline relating to opportunities expected to close during H2 2026, the Board believes the Group is well placed to continue the sales momentum seen in the first half as it moves through the remainder of the year.

An encouraging 11.8% growth in project-related revenue, which typically precedes associated recurring

revenues, was offset by a contraction in the recurring revenue base due to a small number of churned contracts and a sales mix more weighted towards project revenue. As a result, revenue was slightly lower compared with the first half of 2025. The overall decrease in revenue hampered the Adjusted EBITDA performance, albeit overhead cost management actions partly mitigated the negative impact.

The ongoing transformation of the Group’s organisational structure, cost base, retention levels, ways of working and operational efficiency has progressed as planned. The Group is in the final phase of reviewing its operational delivery model to ensure it is well placed to continue to execute its strategy.

Despite these challenges, the strategic direction remains clear. The Board is committed to building the Group’s long-term differentiation in the market, optimising its operating model, and building the engine to deliver sustainable profitability, and cash generation. Maintel has an exceptional team, and the Board would like to thank them for their continued commitment to the Group’s core values and customers.

Results for the six-month period ended 30 June 2026

Group revenue was in line with expectations at £45.2 million (H1 2025: £46.5 million), a slight decrease of 2.8% from H1 2025. H1 2025 benefited from approximately £1.1 million of revenue from a substantial SD-WAN deal closed in the first half of 2024. Project revenue grew by 11.8% to £13.4 million (H1 2025: £12.0 million) supported by the implementation of another large SD-WAN infrastructure and the deployment of a WiFi solution for a large retailer. Recurring revenue decreased by 7.8% to £31.8 million (H1 2025: £34.5 million) reflecting churn of a small number of contracts and a sales mix more weighted towards project revenue. As a consequence, recurring revenue as a proportion of total revenue was 70.4% (H1 2025: 74.3%).

Adjusted EBITDA decreased by £0.2 million to £3.2 million (H1 2025: £3.4 million), primarily reflecting the impact of the decrease in revenue. The adverse performance in trading was partly mitigated by actions taken to reduce overhead costs. When normalised for the margin contribution in H1 2025 from the large SD-WAN contract referenced above, underlying Adjusted EBITDA increased by 30.4%.

Group revenue was in line with expectations at £45.2 million (H1 2025: £46.5 million), a slight decrease of 2.8% from H1 2025. H1 2025 benefited from approximately £1.1 million of revenue from a substantial SD-WAN deal closed in the first half of 2024. Project revenue grew by 11.8% to £13.4 million (H1 2025: £12.0 million) supported by the implementation of another large SD-WAN infrastructure and the deployment of a WiFi solution for a large retailer. Recurring revenue decreased by 7.8% to £31.8 million (H1 2025: £34.5 million) reflecting churn of a small number of contracts and a sales mix more weighted towards project revenue. As a consequence, recurring revenue as a proportion of total revenue was 70.4% (H1 2025: 74.3%).

Adjusted EBITDA decreased by £0.2 million to £3.2 million (H1 2025: £3.4 million), primarily reflecting the impact of the decrease in revenue. The adverse performance in trading was partly mitigated by actions taken to reduce overhead costs. When normalised for the margin contribution in H1 2025 from the large SD-WAN contract referenced above, underlying Adjusted EBITDA increased by 30.4%.

Net debt at 30 June 2026 was £22.5 million (30 June 2025: £18.0 million), reflecting cash outflows from the reduction in trade creditors and restructuring costs incurred during the period and the recognition of £2.0 million of convertible loan notes.

During the first half of the year, the Company executed two major milestones, maintaining positive momentum and on-time delivery.

Firstly, in June 2026, the Group raised gross proceeds of £5.5 million through the issuance of new ordinary shares (£3.5 million) and convertible loan notes (£2.0 million), subscribed by existing shareholders, followed by the completion of the refinancing of its existing debt, which concluded with the re-negotiation of the terms of the Company’s current facility with HSBC. The convertible loan notes were recognised at 30 June 2026 and included within net debt, with the convertible loan notes subsequently issued and the proceeds received on 1 July 2026.

Secondly, the Group completed the Operations function restructure planning during the first half of 2026, for execution during the second half of the year, which represents approximately half of all employees. This is the final major area of the business to be restructured as part of the ongoing Transformation Programme. This action is expected to deliver approximately £1.0 million in additional annualised savings from FY 2027 onwards, with approximately £0.4 million of in-year savings expected during the remainder of FY 2026. The Group’s Transformation Programme will conclude in FY 2026 as we move into a standard continual improvement cycle moving forward.

On-premise managed services saw a 12.3% reduction in revenue to £8.2 million (H1 2025: £9.3 million), predominantly due to expected churn of some specific heritage on-premise telephone and contact centre contracts. 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 revenue decreased by 8.6% to £9.7 million (H1 2025: £10.6 million), reflecting the churn of some contracts, while the revenue relating to newly signed contracts is expected to ramp up.

Cloud communication services revenue from both private and public cloud platforms decreased by 3.1% to £7.9 million (H1 2025: £8.1 million), reflecting the increased impact of substitutional revenue and the higher proportion of public cloud seats compared to private cloud in new wins. The revenue during the period reflected continued delivery of the orderbook and further new contract wins, particularly in the Customer Experience and Unified Communications & Collaboration business areas, across targeted verticals.

Voice network services include call traffic and line rental revenues. Line rental decreased by 18.8% to £2.6 million (H1 2025: £3.2 million), 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. The Group is actively managing the transition of its customer’s older technology services to its SIP Trunking and PSTN replacement products, as the market moves towards the planned switch off of the BT PSTN network scheduled for the end of January 2027. Call traffic revenue increased by 6.9% to £1.6 million (H1 2025: £1.5 million), reflecting compensation for 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.

Project revenue increased by 11.8% to £13.4 million (H1 2025: £12.0 million). This strong performance reflected the delivery of the upfront element of contracts in the first half of 2026, which reflected the success of the Group’s strategic repositioning as a specialist in communications services and a strong recovery in sales performance compared to the previous year.

Regarding cost management, the Group constantly reviews its organisation to ensure it is a scalable and efficient business, which facilitates the Group’s strategy as a digital communications specialist. This resulted in a 7.7% reduction in our headcount in H1 2026. To date, investment in business development, increased employment costs and inflation in some general costs have adversely impacted the Group’s results.

Adjusted EBITDA decreased to £3.2 million (H1 2025: £3.4 million), reflecting the contraction in revenue. This resulted in an Adjusted EBITDA margin of 7.1% (H1 2025: 7.2%).

Cash conversion reflected a £1.2 million cash outflow from operating activities in the period compared with a £2.2 million cash inflow in H1 2025, primarily due to the timing of working capital movements. However, the Group continues to reduce its contracted financial debt, and pursues its strategy to deleverage the business, further strengthening its financial position.

The Group incurred a loss before tax of £1.7 million (H1 2025: loss of £0.8 million) and loss per share of 9.7p (H1 2025: loss per share of 5.5p). This includes a net exceptional charge of £1.0 million (H1 2025: £0.4 million) (refer to note 8) and intangibles amortisation of £2.4 million (H1 2025: £2.1 million).

Adjusted earnings per share (EPS) decreased by 400.0% to (3.6)p (H1 2025: 1.2p) based on a weighted average number of shares of 18.7 million (H1 2025: 14.5 million).

Review of operations

Maintel is a Managed Services Provider, with a focus on three, core strategic technology pillars: Unified Communications & Collaboration, Customer Experience and Security & Connectivity.

Maintel’s purpose is to use technology to create customer experiences, services and workplaces that inspire and empower people.

It becomes trusted insiders within its clients’ organisations. An embedded partner working in close collaboration to deliver their workplace, service and customer experience strategies. It consults on the design, deploy and manage solid technology solutions – mission critical infrastructure, platforms and applications that ensure clients’ businesses run efficiently and securely, achieving their ambitions, while always being ready to adapt.

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

Recurring revenue streams

On-premise managed services

All support and managed service recurring revenues for hardware and software located on customer premises. This combines both legacy 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.

Revenue from legacy on-premise managed services decreased by 12.3% to £8.2 million (H1 2025: £9.3 million), in line with the expected churn of a few specific accounts. The reduction in on-premise managed services is partially compensated for 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

Relates to subscription, circuit, co-location and managed service revenues from Wide Area Network (WAN), Software Defined-WAN (SD-WAN), internet access and managed security service contracts.

Security and connectivity services revenue decreased by 8.6% to £9.7 million (H1 2025: £10.6 million), reflecting some contract churn, while the revenue relating to newly signed contracts is expected to ramp up.

Cloud communication services

Cloud communication services relate to subscription and managed services revenue from cloud based Unified Communications and Contact Centre contracts.

Cloud communication services revenue from both private and public cloud platforms decreased by 3.1% to £7.9 million (H1 2025: £8.1 million), reflecting the increased impact of substitutional revenue and the higher proportion of public cloud seats compared to private cloud in new wins. The revenue during the period 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.

Cloud communications and data connectivity services pipeline and business generation remains strong, with contract closed during the period, offsetting expecting churn. 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 services.

Call traffic and line rental

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

Line rental decreased by 18.8% to £2.6 million (H1 2025: £3.2 million), 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 legacy BT based PSTN services, with the deadline for the end of this service set to the end of January 2027. The Group is actively managing the transition of its customer older technology services to its SIP Trunking and PSTN replacement products.

Call traffic revenue increase by 6.9% to £1.6 million (H1 2025: £1.5 million), reflecting compensation for the reduction in legacy PSTN calls as customers migrate to new technologies through an increase in SIP Trunking call traffic and line rental revenue, and the upside from applied price increases.

Mobile

Relates to 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 revenue, in addition to value-added services sold alongside mobile such as mobile fleet management and mobile device management.

Mobile revenue increased by 6.3% to £1.8 million (H1 2025: £1.6 million). The growth reflects the refocus of business development towards our focus revenue streams, and the timing of contract renewals.

O2 continues to be the Group’s core partner and route to market, bolstered by its Vodafone agreement and its more recent relationship with Three and EE, which enhances the Group commercial offering as well as increases its ability to serve customers more effectively and efficiently. Lastly, the Group’s own Maintel Managed Mobile wholesale offering is ideal for customer who require an agile solution that caters for unique billing, network and commercial requirements.

The Group’s mobile go-to-market proposition will continue to focus on the mid-market and low-end enterprise segments where the Group’s mobile portfolio is best suited, whilst the product remains an adjacent offering to the Group’s core strategic pillars.

Project revenue

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

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

Project revenue increased by 11.8% to £13.4 million (H1 2025: £12.0 million). This strong performance reflected the delivery of the upfront element of contracts in the first half of 2026, which reflected the success of the strategic repositioning of the Group as a specialist in communications services and a strong recovery in sales performance.

Administrative expenses

Administrative expenses primarily comprise costs related to the sales and marketing teams, support functions and managerial positions, as well as associated growth generated by investments and general costs. The total other administrative expenses, excluding depreciation, amounted to £10.5 million (H1 2025: £11.1 million), a decrease of £0.5 million. The reduction was principally driven by employee cost savings arising from organisational restructuring initiatives and broader cost management actions, partially offset by inflationary in certain operating expenses and general overheads.

The overall headcount reduced by 7.7% or 33 FTEs and now stands at 403 (H1 2025: 436) as a result of the Group’s ongoing review of its organisational structure as mentioned above and re-adapting to a scalable, efficient business to facilitate our strategy as a communications specialist.

Cash flow

The Group’s net debt (excluding issue costs of debt and excluding IFRS 16 liabilities) was £22.5 million at 30 June 2026, compared with £18.3 million net debt at 31 December 2025.

The Group recorded a £1.2 million cash outflow from operating activities, compared with a £2.2 million cash inflow in H1 2025, reflecting the operational performance and the timings in working capital.

Capital expenditure of £2.4 million (H1 2025: £1.6 million) was mainly incurred in relation to customer project delivery and from the ongoing investment across the Group’s product and service portfolio and delivery platform.

On 22 June 2026, the Company issued and allotted a total of 4,369,545 new ordinary shares, which were admitted to trading on the Alternative Investment Market of the London Stock Exchange (AIM) on the same day. Net proceeds of £3.2 million were received, after deducting directly attributable share issue costs.

No tax was paid in the first half of the financial year.

Dividends

In line with previous periods, the Board has decided to continue to pause dividend payments. As such, the Board will not declare an interim dividend for 2026 (H1 2025: Nil).

Although the Board remains focused on reducing the Group’s debt and does not feel it is timely to resume dividend payments, it will keep this under review as conditions improve.

Board changes

Post the period end on 30 June 2026, the following changes to the Board took place:

Angus McCaffery and Clare Bates resigned as Non-Executive Directors on 24 July 2026. On the same date, William Ginn was appointed as Independent Non-Executive Director.

On 31 July 2026, Bob Beveridge resigned as a Non-Executive Director and stepped down as Chair of the Audit and Risk Committee. William Ginn succeeded Bob Beveridge as Chair of the Audit and Risk Committee on the same date.

On 31 July 2026, Craig Eadie was appointed as a Non-Executive Director and John Alexander Spens was appointed as a Non-Executive Director and Deputy Chair.

On 7 August 2026, Stephen Beynon resigned as Non-Executive Chair. Craig Eadie succeeded Stepthen Beynon as Non-Executive Chair on the same date.

Craig Eadie is a former commercial solicitor and partner in a London law firm. He is currently the non-executive chairman of a payments company and also acts as a consultant to a private equity group in the UK and Middle East.

John Alexander Spens is a founder of Maintel Holdings and was instrumental in the growth and improved profitability of the Company for the years through to the flotation.

William Ginn is a highly experienced finance executive who worked closely with Maintel throughout the recent refinancing and fundraising process and therefore brings valuable knowledge of the business.

On behalf of the Board

Dan Davies

Chief Executive Officer

Consolidated statement of comprehensive income

for the six months ended 30 June 2026

Loss per share from continuing operations attributable to the ordinary equity holders of the parent

Notes to the interim financial information

General information

Maintel Holdings Plc is a public company limited by shares and is incorporated and domiciled in the UK, England. Its shares are publicly traded on the AIM market. Its registered office and principal place of business is 5th Floor, 69 Leadenhall Street, London, EC3A 2BG. Its registered company number is 03181729.

Basis of preparation

The financial information in these unaudited interim results is that of the holding company and all its subsidiaries (the Group). The financial information for the half-years ended 30 June 2026 and 30 June 2025 does not comprise statutory financial information within the meaning of s434 of the Companies Act 2006 and is unaudited. It has been prepared in accordance with the recognition and measurement requirements of UK adopted International Accounting Standards (IAS) but does not include all the disclosures that would be required under IAS. The accounting policies adopted in the interim financial statements are consistent with those adopted in the last annual report for the financial year 2025 and those applicable for the year ended 31 December 2026.

As permitted, this Interim Report has been prepared in accordance with the AIM Rules for Companies and is not required to comply with IAS 34 ‘Interim Financial Reporting’. The presentation currency of the Group is Pound Sterling, and all amounts have been rounded to the nearest thousand unless otherwise stated.

In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of certain assets and liabilities.

Estimates and judgements as applied to items, including impairment of non-current assets, research and development costs, timing of service revenue recognition, allocation of the transaction price against the performance obligations, recoverability of the deferred tax asset and exceptional items have not materially changed since the year end.

Segmental information

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.

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.

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 before taxation to adjusted EBITDA is provided in note 6 to the consolidated financial statements.

Other operating income

Other operating income in the period relates primarily to research and development credits of £0.3 million (H1 2025: relates primarily to research and development credits of £0.3 million and supplier commissions, promotions and business of £0.1 million).

Earnings per share

Earnings per share and adjusted earnings per share is calculated by dividing the loss after tax for the period by the weighted average number of shares in issue for the period. These figures have been prepared as follows:

The adjustments above have been made to provide a clearer picture of the trading performance of the Group.

In calculating adjusted diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. The Group has one category of potentially dilutive ordinary share, 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 six months ended 30 June 2026 on the basis that they are anti-dilutive, however they may become dilutive in future periods.

Therefore, as a loss has arisen for the six months ended 30 June 2026, the basic and diluted earnings per share are the same.

Earnings before interest, tax, depreciation and amortisation (EBITDA)

The following table shows the calculation of EBITDA and adjusted EBITDA:

Dividends

The Directors have decided not to declare an interim dividend for 2026 (2025: £nil).

Exceptional items

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 £12.0 million revolving credit facility (“RCF”), a £6.2 million term loan on a reducing basis and a £2.0 million arranged overdraft facility. Capital repayments will commence from April 2027, supporting the Group’s fundraising objectives. The principal balance of the term loan at 30 June 2026 was £6.1 million and of the RCF was £12.0 million.

Interest on the RCF and term loan is charged at SONIA plus a margin of £3.45% to 3.65% per annum. Interest on the arranged overdraft are the Bank of England Base Rate plus 5%.

The Group’s financing arrangements are subject to covenants comprising minimum cash EBITDA (broadly Adjusted EBITDA minus capex), minimum liquidity, capped capital expenditure and maximum creditor payment ageing. Covenant testing has been waived until September 2026.

The current bank borrowings above are stated net of unamortised issue costs of debt of £0.1 million (31 December 2025: £0.1 million).

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 loan.

Post balance sheet events

Post the period end on 30 June 2026, the following events took place:

On 1 July 2026, the Group issued £2.0 million of convertible loan notes and received the related cash proceeds. The convertible loan notes had been recognised at 30 June 2026 following the satisfaction of the conditions precedent on 24 June 2026.

The following changes to the Board also took place after the period end:

Angus McCaffery and Clare Bates resigned as Non-Executive Directors on 24 July 2026. On the same date, William Ginn was appointed as Independent Non-Executive Director.

On 31 July 2026, Bob Beveridge resigned as a Non-Executive Director and stepped down as Chair of the Audit and Risk Committee. William Ginn succeeded Bob Beveridge as Chair of the Audit and Risk Committee on the same date.

On 31 July 2026, Craig Eadie was appointed as a Non-Executive Director and John Alexander Spens was appointed as a Non-Executive Director and Deputy Chair.

On 7 August 2026, Stephen Beynon resigned as Non-Executive Chair. Craig Eadie succeeded Stepthen Beynon as Non-Executive Chair on the same date.