Corporate Governance

Big Technologies PLC (“Big”, Group or the “Company”), together with its subsidiaries including Buddi, is committed to maintaining the highest standards of corporate governance and corporate social responsibility across all operations. The Group ensures that its practices are transparent, ethical, and efficient, and continuously reviews and improves its procedures to drive long-term success and enhance shareholder value.

The Company recognises the importance of considering the interests of all stakeholders, including investors, customers, suppliers, partners, and employees, and believes that fostering a culture of ethical and socially responsible behaviour is essential to its continued growth. As a responsible corporate citizen, the Company respects the laws of the countries in which it operates and has adopted a formal Code of Conduct. This Code outlines the Company’s principles on integrity, respect for individuals, and ethical interactions with external parties.

To formalise its governance framework, Big has chosen to adopt, with certain exceptions, the UK Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the “QCA Code”). The Board believes that the current structure of the Board is suitable for a Company of Big Technologies’ size and allows for effective and efficient decision-making with appropriate levels of oversight.

Accordingly, the Company has established specific committees and implemented certain policies, to ensure that:

• it is led by an effective Board which is collectively responsible for the long-term success of the Company;
• the Board and the committees have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
• the Board establishes a formal and transparent arrangement for considering how it applies the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the Company’s auditors; and
• there is a dialogue with shareholders based on the mutual understanding of objectives.

The Board of Directors is responsible for the management of the Company by formulating, reviewing and approving the Company’s strategy, budgets, and corporate actions. In order to achieve its objectives, the Board adopts the 10 principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver long-term growth for shareholders and maintain a flexible, efficient and effective management framework within an entrepreneurial environment.

It is important that the Board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the Board is comprised of:

• A Chairperson, whose primary responsibility is the delivery of the Company’s corporate governance model. The Chairperson has a clear separation from the day-to-day operational business and management of the Company, which is run by the Chief Executive Officer and Chief Operating Officer, allowing them to make independent decisions;
• three Non-Executive Directors;
• The Company Secretary provides advice and guidance to the Board on the legal and regulatory environment.

Each Director serves on the Board until the Annual General Meeting on the third anniversary of their election or appointment, and the Board meets at least six times a year.

Outcome of 2024 AGM

The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.

The Audit Committee’s duties include:

• reviewing the Company’s accounting policies and reports produced by internal and external audit functions;
• considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
• reporting its views to the Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
• reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
• reviewing the adequacy and effectiveness of the Company’s anti-money laundering systems and controls for the prevention of bribery and receiving reports on non-compliance; and
• overseeing the appointment of, and the relationship with, the external auditor.

The Audit and Risk Committee has two members, each of whom is an independent Non-Executive Director. At least one member has recent and relevant financial experience. The current members of the committee are Sangita Shah (Chair) and Camilla Macun.

The purpose of the Remuneration Committee is to determine, and agree with the Board, the framework or broad policy for the remuneration of the Company’s Executive Directors.

The Remuneration Committee’s duties include:

• reviewing the pay and employment conditions across the Company, including the Board of Directors;
• approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;

The Remuneration Committee has two members, each of whom is an independent Non-Executive Director. The current members of the committee are Camilla Macun (Chair) and Sangita Shah.

Terms of reference.

The purpose of the Nominations Committee is to review the size and composition of the Board, including:

• whether the balance of Executive Directors and Non-Executive Directors continues to be appropriate;
• succession planning and recommending suitable candidates for membership.

The Nomination Committee has two members: Camilla Macun (Chair) and Sangita Shah.

Terms of reference.

Board member performance is discussed at meetings between the Chairperson and Non-Executive Directors without the Executive Directors present.

All new Directors receive an induction programme tailored to their background and experience. Individual Directors, with the support of the Company Secretary, are also expected to take responsibility for identifying their own training needs.

Attracting, motivating, and retaining a highly skilled workforce is essential to the Company’s long-term success. Its policies reflect best practice and uphold a commitment to equal opportunities and a workplace free from discrimination for all employees.

Our core values shape everything we do,

• Customer Centric
• Innovative
• Trusted
• Integrity
• Quality
• One Team

The Company’s commitment to diversity is reflected in its policies and procedures. While the Company does not implement formal diversity quotas, it recognises the significant value that a diverse workforce brings to its culture, performance, and innovation.

The Company’s values diversity at all levels of the organisation and is committed to fostering an inclusive workplace. The Equality and Diversity Policy ensure that employment and promotion decisions are based solely on ability and qualifications, without regard to age, disability, gender, marital or civil partnership status, pregnancy or maternity, race, religion or belief, or sexual orientation. Big appoints, trains, develops, and promotes employees strictly on merit.

The Company operates in a highly regulated ethical framework. It complies fully with applicable laws and regulations. The company has clear policies, including an anti-bribery policy and whistleblowing policy.

The Company is committed to safeguarding the health and safety of its employees and fostering a strong safety culture. It provides ongoing training to designated health and safety personnel and ensures all staff are informed of relevant practices and procedures. The Company continuously reviews and monitors its health and safety policies to ensure they remain robust, fit for purpose, and aligned with evolving best practices.

The Company supports the United Nations Universal Declaration of Human Rights and recognises its responsibility to promote universal respect for, and observance of human rights and fundamental freedoms for all, without distinction. It complies fully with all applicable human rights laws and regulations.

The Company is committed to minimising the environmental impact of its operations. It ensures the responsible disposal of computer consumables, chemicals, and other hazardous materials through certified waste management providers, with documentation retained to confirm regulatory compliance.

Wherever possible, office supplies and equipment is sourced from environmentally responsible vendors, prioritising products with recycled content and minimal packaging. Energy consumption is actively monitored and managed across all offices, including the use of energy-efficient lighting, equipment, and heating systems.

Environmental practices are regularly reviewed to identify opportunities for improvement and to ensure alignment with evolving sustainability standards. Employees are encouraged to participate in initiatives such as recycling, energy conservation, and reducing single-use plastics.

While the Company generally does not make political or charitable donations, it actively encourages employee-led fundraising initiatives.

The Company is committed to upholding and respecting human rights, with a zero-tolerance approach to modern slavery and human trafficking. Its modern slavery statement is published in accordance with Section 54(1) of the Modern Slavery Act 2015.

Big acknowledges that modern slavery risks are shaped by external factors such as global economic shifts, conflict, natural disasters, and climate change. These risks are continually evolving and require ongoing vigilance.

Operating within a highly regulated industry that demands licensing and approvals helps ensure transparency across the supply chain. The Company is dedicated to ethical conduct in all social and environmental matters, with policies regularly reviewed to reflect this commitment.

To mitigate modern slavery risks, thorough due diligence is conducted on potential suppliers and distributors, including regular site visits to major suppliers and audits of manufacturing facilities. Its recruitment and onboarding processes are robust, ensuring all employees are legally eligible to work in their respective countries of employment.

Modern Slavery Declaration

The Company has adopted a share dealing code to ensure Directors and certain employees do not abuse, and do not place themselves under suspicion of abusing, inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation (“MAR”), which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company’s share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).

The Board engages in regular dialogue with shareholders, brokers and analysts, with the Chairperson, Chief Executive and Chief Financial Officer leading these relationships. The Board takes steps to understand the views of major shareholders of the Company, including receiving feedback from shareholder meetings at each Board meeting and analyst/broker briefings. The Chief Executive Chairperson and Chief Financial Officer are available to meet with major and prospective shareholders. The Chairman and Non-Executive Directors are available to attend shareholder meetings as necessary.

The Company will communicate with shareholders and the market generally using a Regulatory Information Service provider for regulatory news releases which, in accordance with AIM Rule 26, will be available on the Company’s website along with interim and annual accounts, shareholder notifications and other corporate governance material for a least the last five years. Shareholder votes will be notified and kept on the website in a clear and transparent manner.

The Executive Directors and the wider senior management team undertake regular communication with customers, suppliers and employees to ensure all stakeholders are aware of the developments in the business. The Board believes that other than shareholders, the Group’s key stakeholders are the Group’s staff and customers. Given the size of the Group, all matters relating to customers and key employees are dealt with at Board level.

The UK City Code on Takeovers and Mergers applies to the Company.

Share Dealing Code
Statement of compliance with QCA Corporate Governance Code

Date on which this information was last reviewed: 21st December 2025