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We have adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code) for small and mid-sized companies.

The QCA Code identifies ten principles of good governance and expects companies to explain how they are meeting these. We believe in strong governance as a cornerstone for innovation, growth, and sustainable value creation. This statement outlines how we align with the QCA Code to uphold transparency, accountability, and strategic oversight.

Principle 1: Establish a Purpose, strategy and business model which promote long-term value for shareholders

The Company’s strategy and business model are designed to promote long-term value for the Company’s shareholders through the organic development of its technology platform while also rolling out a robust go-to-market strategy to support growth. The strategy is reviewed, assessed and revised at annual strategy days and at Board meetings as required.

The Board considers that the key risks in delivering upon the strategic objectives of the Company are the dependency on technology and product development, potential errors with the IntelliAM platform and the pace of market technology developments in the AI sector.

During the last financial year, the Group enhanced its competitive position through the acquisition of 53 Degrees North Engineering, the hire of senior staff within the AI platform development and the creation of a robust product roadmap over the short and medium term.

A more detailed description of the Group’s strategy and business model and key strengths and challenges is set out in the Strategic Report within the Annual Report.

Principle 2: Promote a culture that is based on ethical values and behaviours

Our values and culture are the foundation of our strategy and are integral to promoting the long-term sustainable growth of the Company. We promote a corporate culture rooted in ethical values and behaviours.

We have established several policies to support our culture:

We maintain open lines of communication with shareholders, contractors, suppliers, and partners, ensuring that our decision-making processes are clear and that we are responsive to feedback.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company.

Principle 3: Seek to understand and meet shareholder needs and expectations

The Company is committed to listening and communicating openly with our shareholders and in doing so ensuring that the Company’s strategy, business model and performance are clearly understood.

The Board communicates with shareholders primarily through the annual report and accounts, as well as through the release of the interim results and other financial or non- financial releases to the market and via the Group’s website. Communication in person is also available via the Company’s AGM and also via regular meetings between institutional investors and analysts with the Group’s CEO and CFO to ensure that the Group’s financials and business development strategy is communicated effectively.

The Board also proactively engages with shareholders in one-on-one meetings to better understand their expectations and to align the strategic objectives of the Company with their interests.

Principle 4: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board as a whole is responsible for stakeholder engagement. The Board considers the interests of shareholders and all relevant stakeholders in line with section 172 of the Companies Act 2006. Engaging with the Company’s stakeholders is core to our strategy and is considered to be a driver of long-term value.

The Board regularly engages with its workforce, suppliers, customers and other stakeholders to stay abreast of stakeholder insights and to enable the Board to understand and consider these issues in decision-making.

The Board takes the well-being of employees and the establishment of a positive and collaborative company culture very seriously. Significant internal developments are communicated internally, and externally via the RNS system. Employees in different practice areas are encouraged to collaborate and to share ideas and opportunities.

The senior management group, which meets regularly, includes employees from across the Company. All employees are encouraged to raise and discuss any areas of interest or concern they may have.

Further information on the ways in which the Board defines and engages its key stakeholders, along with the themes emerging from such engagement, is set out in the Strategic Report

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

Due to the continuous evolution of technology and the AI markets, risk management is key to delivering on our strategic objectives and ensuring that long term growth is delivered to shareholders. The Board is responsible for setting the risk appetite for the Company as well as risk tolerance which focuses on specific internal and external risks.

To assist with discharging its responsibilities, the Board has established an Audit and Risk Committee which assists with reviewing and reporting on the Group’s risk management systems. While certain areas are delegated to the Audit and Risk Committee, the Board retains responsibility for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Company.

The risk register is reviewed by the Board and the Audit and Risk Committee on a periodic basis. The focus of the review is on the processes that underpin the assessment of the risks and how effective the processes in place are in managing such risks.

The Directors, together with the Company’s advisers, have reviewed the effectiveness of the risk management and internal control procedures in place and consider that they are appropriate to the nature and scale of the operations of the Company.

The principal risks that apply to the Company are included in the strategic report.

Further detail of the Audit and Risk Committee can be found in the Audit and Risk committee report within the Annual Report.

Principle 6: Maintaining the Board as a well-functioning, balanced team led by the Chair

IntelliAM’s Board comprises three Executive and four Non-executive Directors, each with proven listed company and/or corporate growth experience.

 Executive Directors have a highly complementary skill set, which is essential to realise the strategic objectives of the Company. Our Directors possess expertise in AI, business strategy, finance and governance. Continuous professional development ensures that Board members remain updated on industry trends and governance standards.

At the AGM held on 9 September 2025, in line with the Articles of the Company, all Directors retired from office and were re-elected at that meeting. As noted elsewhere, as per the recommendations of the QCA Code, all Directors will offer themselves for election or re-election by shareholders at every Annual General Meeting.

All of the Non-executive Directors are considered to be independent by IntelliAM.

Non-executive Directors’ letters of appointment stipulate the time commitment expected, and the anticipated term of appointment. The letters of appointment are reviewed formally every three years and on an ongoing basis as part of the review of the composition of the Board against the strategy of the Company. All of the Directors are committing the time necessary to fulfil their roles. The Non-executive Directors sit on the Remuneration and Audit and Risk Committees. The Board meets formally at least six times a year.

Given the nature and size of the Company, the experience of the Directors and the Company’s proposed strategy, the Directors believe that the composition of the Board is appropriate and suitable. The Board will review its composition as the Company develops and grows.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities


The governance structures within the Company have been assessed by the Board and are considered appropriate for the size, complexity and risk profile of the Company. This is reviewed by the Board regularly to ensure governance arrangements continue to be appropriate as the Company grows.

Directors are encouraged to undertake additional training where required. The Company’s lawyers, auditors, company secretarial support and corporate advisor provide regular updates on corporate governance and financial reporting developments and the AQSE Growth Market Access Rulebook.

The Chairman, CEO, CFO and Non-Executive Directors have clearly defined roles and responsibilities, with the role of the Chairman being to lead the Board and ensure it is operating effectively in approving and monitoring the strategic direction of the Company. The role of the CEO is to propose strategic direction to the Board and to execute the approved strategy by leading the executive team in managing the Company’s business. The role of Non-Executive Directors is to act as a sounding board for the Chairman and a source of reciprocal feedback for other members of the Board and shareholders.

The Board has established an Audit and Risk Committee and a Remuneration Committee, which both formally delegated duties and responsibilities. The membership of each Committee is listed below.

The Board’s view is that the roles of Chair of the Board and Chair of its Committees should, as a matter of good governance, ordinarily be held by separate individuals. The Board remains actively engaged in identifying non-executive director candidates who can enhance its current mix of skills and experience, including those suited to future leadership of the Remuneration Committee.

Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider that, at its current size and stage of development, the Company and its Board are not yet of sufficient scale or complexity to warrant a full Board evaluation in a way that is commercially or practically meaningful. The Board acknowledges that this represents a deviation from the QCA Code’s recommendations regarding performance evaluation processes.

The Board is satisfied that there are appropriate mechanisms in place for any Director to raise views or concerns on Board processes and procedures both during Board meetings and outside of the meeting cycle.

Nonetheless, the Board intends to undertake a formal evaluation of the Board and Board Committees, led by the Chairman, over the next 12 months.  The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The key objectives of the Company’s remuneration policy are to:

Develop remuneration packages which motivate the Executive Directors (and other senior executives as appropriate) and support the delivery of business objectives in the short, medium and long term;

Align the interests of the executives with the long-term interests of shareholders;

Encourage senior executives to operate within the risk parameters set by the Board; and

Ensure the Company can recruit and retain high quality executives through packages which are fair and attractive, but not excessive.

Since admission, the Remuneration Committee has been actively reviewing the Company’s remuneration policy to ensure it remains appropriate for a publicly listed company, reflects IntelliAM AI’s current size, scale, and complexity, and effectively incentivizes and supports long-term value creation for shareholders.

The Committee anticipates formalising any revisions to the existing policy during FY2025–26, with the intention of reporting on the updated policy in the Annual Report and Accounts for the year ending 31 March 2026.

The Committee also intends to submit the Remuneration Committee Report to shareholders for an advisory vote at the 2025 Annual General Meeting and at all subsequent AGMs.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

Transparency is central to our governance practices. We communicate openly with shareholders through our website and formal reports, ensuring visibility into our strategy, performance, and compliance.

IntelliAM’s website includes the Company’s Admission Document and other governance-related material. The Company’s website also contains Annual and Interim Reports, regulatory announcements and Company presentations.

The firm maintains a social media presence on LinkedIn and keeps investors up to date on company developments on both RNS and where appropriate via social media.

The firm’s Annual Report contains reports on the activities of the Remuneration and Audit Committee

The Board of Directors of IntelliAM AI PLC (the Company) is commited to ensuring high standards of governance for the company and has adopted the provisions of the Quoted Companies Alliance Corporate Governance (QCA Code), which requires companies to adopt and comply with each of the principles or explain non-compliance.