PipeHawk plc (the "Company" and the "Group")

The Directors recognise the importance of good corporate governance and on 27 September 2018 adopted the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The Directors have also reviewed its corporate governance measures in light of the revised QCA Code 2023, published in November 2023. The Board consider that the Group complies with the QCA Code so far as is practicable given its size.

The QCA Code identifies 10 principles. The following report sets out in broad terms how the Company applies each of the principles.

Establish a purpose, strategy and business model which promote long-term value for shareholders
The Group’s purpose, strategy and business model are developed by the Executive Chairman and approved by the Board, whenever required. The management team, led by the Chairman, is responsible for implementing the strategy. Over the years, the Group has developed its purpose of offering advanced engineering solutions to challenging technical requirements across a range of industries.
The key risks and uncertainties to the business model and strategy are detailed in the Strategic Report.
Promote a corporate culture that is based on ethical values and behaviours
The Group maintains a high standard of integrity in the conduct of its operations and is committed to providing a safe and healthy working environment for its employees. The Group operates a corporate culture that is based on adherence to ethical values and behaviours.
In addition, the Group encourages an open culture, with regular discussions with employees regarding their performance and skills development to achieve the overall objectives and strategy of the Group.
Given the size of the Group, all practices undertaken by the Group are reviewed by the Executive Chairman to ensure that the ethical values and behaviours are being adhered to.
Seek to understand and meet shareholder needs and expectations
The Company encourages two-way communication with its shareholders to understand their needs and expectations. Shareholders are kept up to date via announcements made through a regulatory information service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a regulatory information service and in accordance with its obligations under the AIM Rules for Companies and the UK Market Abuse Regulation (“UK MAR”). The Board recognises the annual general meeting (“AGM”) as an important opportunity to meet shareholders. The AGM is the main forum for dialogue with shareholders and all members of the Board attend the AGM and are available to answer questions raised by shareholders and to listen to views of shareholders.

Contact details are provided on the contacts page of the Company’s website and within public documents should shareholders wish to communicate with the Company.
Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success
The Group is aware of its corporate social and environmental responsibilities and the need to maintain good relationships across a range of stakeholder groups, including employees, business partners, suppliers, customers and regulatory authorities.
The Group’s operations and working environment take into account the needs of all stakeholder groups while maintaining focus on the responsibility to promote the success of the Group. The Group encourages feedback from all stakeholder groups as the Group’s long-term strategy is to create shareholder value.
The Group places considerable value on the involvement of employees and continues to keep them informed on matters affecting the Group through formal and informal meetings which provide opportunities to received feedback on issues affecting the Group.
Considerations in relation to wider stakeholders and the environment which the Board took account of in making key decisions are set out in the Principal Risk and Uncertainties and S.172 Companies Act 2006 Statement sub sections of the Strategic Report section of this report.

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

The principal risks and uncertainties affecting the business are set out in the Report of the Directors. The Board monitors these risks, which include technological, regulatory and commercial risks, on a regular basis. The Chairman and senior management of each subsidiary meet regularly during the year to review and evaluate risks and opportunities and to review ongoing internal controls and assurance activities.
The Board considers that the internal controls in place are appropriate for the Group’s size and resources, its activities and the risk profile. Risk identification, internal control and assurance activities can come from several sources: employees or other stakeholder feedback; executive meetings; and decisions taken at Audit Committee and Board meetings.

The additional key procedures designed to provide an effective system of internal control are that:

There is an organisational structure with clearly defined lines of responsibility and delegation of authority.
Annual budgets are prepared and updated as necessary.
Management accounts are prepared on a quarterly basis and compared to budgets and forecasts to identify any significant variances.
The Group appoints staff of the required calibre to fulfil their allotted responsibilities.

Through holding the ISO 9001 quality standard, the Company ensures compliance with health and safety and other regulations.
The Group’s direct exposure to climate-related physical risks is limited. However, the Board recognises the importance of understanding and managing climate-related risks as part of its broader risk management framework, both to ensure operational resilience and to meet stakeholder and regulatory expectations.
Given the Group’s size, it is not presently required to assess climate-related risks in line with the Task Force on Climate-related Financial Disclosures framework however this will remain under review. Whilst climate risks are currently assessed as low impact relative to our operations, the Board remains committed to ongoing monitoring and ensuring that the Group’s approach remains appropriate as the regulatory and risk landscape evolves.

Establish and maintain the board as a well- functioning, balanced team led by the chair
The current Board comprises one Executive Director and one Non-Executive Director, the biographies of whom are set out below:

Executive Chairman - Gordon Watt BA, FCA, FRSA

Gordon has a wide-ranging knowledge of the engineering industry with a solid background in finance. He is a chartered accountant having been a partner at RSM Robson Rhodes and then Finance Director/Deputy Chief Executive of British Bus Plc until it was sold to Arriva Plc. He is non-executive chairman of a number of private companies. He became a non-executive director of the Group in 1998, became finance director in December 2001 and Chairman in January 2003.

Non-executive Director - Tim Williams
Tim brings over 30 years of international and HR experience. He joined the group in November 2022. He is an experienced HR Director with a broad background in global blue-chip companies. He was previously Group HR Director of Redde Northgate Plc, having served also with Cadbury Schweppes Plc, HSBC, Cardinal Health Inc. and Revlon International.

The Board deems Tim Williams to be independent.

The intention is to appoint another Non-Executive Director in due course. All of the Directors are members of the audit and remuneration committees and have the necessary skills and knowledge to discharge their duties and responsibilities. The Chairman is responsible for the running of the Board.

The Directors receive regular updates on the Group’s operational and financial performance during Board meetings. The time commitment required from each Director varies in line with the operations of the business. Currently, this commitment is approximately four days per week for Gordon Watt, and six days per annum for Tim Williams. The Company believes it has effective procedures in place to monitor and deal with conflicts of interest. The Company had four Board meetings during the year which were attended by all the Directors in office at the time of each board meeting.

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board has overall responsibility for promoting the success of the Group. The Executive Chairman has day-to-day responsibility for the operational management of the Group’s activities. The Non-executive Director is responsible for bringing independent and objective judgement to Board decisions. There is a clear separation of the roles of Chairman and the Non-executive director. The Chairman is responsible for overseeing the running of the Board, and ensuring the Non-executive Director is properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group.

The Board has established the following committees: Audit Committee and Remuneration Committee. Given the size of the Group, the Board does not belief a Nomination Committee is necessary. The members of the two Committees are all the Board Directors. The Audit Committee normally meets at least twice a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements. It is also responsible for ensuring that an effective system of internal control is maintained. The Remuneration Committee meets at least once a year and has responsibility for making recommendations to the Board on matters such as the remuneration packages for each of the Directors.

The Directors consider that the Group has an appropriate governance framework for its size now and as it grows but they will consider the evolution of this framework on an annual basis. The Board does not maintain a formal schedule of matters reserved for Board decision but matters such as financial results, Board appointments and acquisitions require approval at the Company’s Board meetings.

Attendances of Directors at Board and committee meetings convened during the year ended 30 June 2025 are set out below:

	Board Meetings Attended	Audit Committee Meeting Attended	Remuneration Committee Meeting Attended
Number of meetings in year	4	2	1
Gordon G Watt	4	2	1
Tim Williams	4	2	1
Robert Randal MacDonnell	4	2	1

The Board is satisfied that the Directors have sufficient skills, experience and capabilities to enable the strategy of the Company to be delivered. The Board, if required, will review the composition of the Board to ensure that it has the necessary diversity of skills to support the ongoing development of the Group. All Directors retire each year.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Directors undergo a performance evaluation before being proposed for re-election to ensure that they continue to be effective and committed to the role. All Directors meet to discuss the performance evaluation together. Appraisals are carried out each year with all Directors. The Board considers that the size of the Company does not justify the use of third parties to evaluate the performance of the Board on an annual basis. During the year, the Non-executive Directors are responsible for informally reviewing Directors’ performance and highlighting any issues identified. At the present time, succession planning is not in the Company’s immediate plans. However, the Board will monitor the need to implement an informal or formal succession plan going forward.
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Company has put in place a remuneration policy which is aligned with shareholders’ interests of creating shareholder value. All employees of the Group are subject to yearly performance appraisals to ensure that good performers are rewarded with salary increments which are aligned with the Company’s purpose, strategy and culture.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.
The Company encourages two-way communication with various stakeholder groups, including shareholders and responds quickly to their relevant queries. The Directors recognise the AGM as an important opportunity to meet shareholders and the Directors are available to answer questions raised by the shareholders. The Company’s website is regularly updated to include business progress, financial performance and corporate actions reflecting information that has already been announced by the Company through regulatory announcements. The Company will announce and post on its website the results of voting on all resolutions in the general meetings (including annual general meetings) including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent. of independent shareholders.

Under AIM Rule 26, the Company already publishes historical annual reports, notices of meetings and other publications over the last five years.

Disclosed Voting Results
19 December 2024	Voting Results of AGM held on 19 December 2024
21 December 2023	Voting Results of AGM held on 21 December 2023
22 December 2022	Voting Results of AGM held on 22 December 2022
06 December 2021	Voting Results of AGM held on 06 December 2021
03 December 2020	Voting Results of AGM held on 03 December 2020
12 December 2019	Voting Results of AGM held on 12 December 2019

Statement of Directors’ Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable laws and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards (IAS).
Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the PipeHawk plc website is the responsibility of the directors.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable laws and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards (IAS).
Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the PipeHawk plc website is the responsibility of the directors.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports