Corporate Governance Statement

The Group has adopted the revised QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (the ‘QCA Code’), issued on 13 November 2023, since 1 April 2024. This is in line with the Board’s stated aims of seeking to apply, or work towards, best practice for smaller quoted companies. The Group remains subject to the UK City Code on Takeovers and Mergers.

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

The Board sees the purpose of the Group is to deliver returns to shareholders that reflect the capital that they have invested in the Group. The Board considers that the return to shareholders will be via delivering a sustainable increase in profitability that will lead to both an increase in the share price and an improvement in the trading liquidity of the shares and a return to paying dividends.

Leadership and day-to-day management of the Group is the responsibility of the Chief Executive. The executive directors, in conjunction with the leadership team formulate, review and recommend the Group’s strategy for Board approval as part of the annual planning cycle. The leadership team will then take ownership of specific policy deployment plans that are designed to implement and promote the approved strategy in addition to delivery of annual financial plans.

The Group’s business model has been designed to deliver sustainable, long term, profitable growth. As a partner of choice for the automotive industry, we generate growth by providing differentiated acoustic and thermal products with a clear benefit to the customer. We do this through a high-performing, values-led organisation focused on delivering our strategic goals.

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

The Group seeks to deliver its purpose, as detailed in principle 1 above, based on strong underlying values and behaviours. The culture of the Group is led by the full Board, who meet regularly with the senior management team, to ensure the purpose of the Group and how it operates, as communicated on a day-to-day basis by the executive directors, is clearly understood. The Group recognises there are a broad range of stakeholders in the Group, including shareholders, colleagues, lenders, suppliers and customers and seeks to treat them all openly and fairly. The Group is mindful of its impact on the environment and has implemented a number of environmental policies.

As an SME, we recognise that it’s our people that will underpin delivery of our business model. We therefore aim to create systems and roles that support the recruitment, retention, engagement and development of our staff in response to ever-changing customer demands.

Autins operates its Core Values that seek to establish a framework which all employees can support, will govern our behaviours and underpin a high performance culture that the Board believes is required in order to deliver our strategy.

Our aim is that the Group’s culture will be built on these Autins Values and they will inform the expected behaviours that will be an integral part of our induction, appraisal and performance management and remuneration processes. We have already established a twice yearly leadership organisational management review which allows for peer to peer review of critical business challenges, staff performance and reward.

A positive health and safety culture is promoted within the business and the Group seeks to reflect this in all of our policies and procedures, as well as in our approach to the training and development of the people involved in our operations. Health and Safety is the standing first agenda item at all Board and leadership meetings. The Group’s Health and Safety Manager, who reports ultimately to the Chief Executive, has direct access to the executive directors should he wish to raise any urgent concerns.

The Group’s policies and procedures are given to all new employees at induction, and are available to both permanent and temporary staff via our employee engagement app. The app is also the Group’s portal for anti-bribery, corruption and whistle-blowing policy. Any concerns raised are passed directly to the Chair of the Audit Committee for independent review. All policies and procedures are subject to a periodic review and re-approval to ensure they continue to meet their aims.

The Group’s share dealing code is applicable to all staff and available for review on the employment engagement app. All staff are subject to a closed period from the last day of each full or half year until 48 hours after the results for that period have been published and require authorisation from the Company Secretary for any trading activity outside of a close period.

QCA Principle 3: Seek to understand and meet shareholders needs and expectations

The Group seeks regular dialogue with both existing and potential shareholders in order to confirm that our wider investor relations plan has allowed shareholders to clearly understand the strategy, business model and performance.

The executive directors meet with investors and analysts and also offer to host tours of our facilities in order to facilitate open communications regarding the Group’s business performance (both current and expected future) and reconfirm the Board’s understanding of shareholders’ expectations and needs with regards to the Group.

Trevor Brown replaced Dr Qu Li on 19 November 2025 as a representative of our largest shareholder Truetide plc, which holds 29.09% of the issued share capital. The Company, Truetide plc and the Company’s nominated adviser have entered into a relationship agreement to ensure the Company is capable of carrying on its business independently at all times. The costs associated with Trevor’s tenure are borne by Truetide plc.

The Board recognises the importance of retail investors to the Group and understands that information that is available to institutional investors may not be accessible to retail investors. The Group will therefore provide information that it believes will be helpful to all shareholders regarding future expectations on its website.

The Board recognises the importance of the Annual General Meeting (‘AGM’) and therefore encourages participation by all investors at the AGM. All Board members present at the AGM therefore make themselves available to answer any questions from shareholders that may arise.

The results of the AGM are subsequently published on the Company’s corporate website and are announced through a regulatory information service. The Board will also disclose 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.

The Group has not appointed a Senior Independent Director but considers annually whether one should be appointed.

QCA Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

The Group recognises the need to maintain effective working relationships across a range of stakeholder groups including its employees, customers, suppliers, shareholders and the wider community in which it operates.

The Board’s primary responsibility is to promote the success of the Group for the benefit of its shareholders, but the Board recognises its obligation to balance the Group’s operations and working methodologies to take account of, and balance with, the needs of all of the wider stakeholder groups.

Where feedback is received from stakeholders, the Group endeavours to make appropriate amendments to working arrangements and operational plans to address this feedback whilst remaining consistent with the Group’s longer-term strategies.

The Group continues to promote Autins’ Values, a set of six principles designed to influence the way we work together, drive performance and inform our response to stakeholder needs and the Group’s responsibilities to them.

The Group recognises that is reliant on its team of colleagues to deliver the Group’s purpose and so the reward and wellbeing of them is carefully considered and managed by the Board. The Board ensures there is no unfair discrimination in employment practices, all colleagues have equal opportunities, clear and open communication channels. There is a process by which all colleagues can raise concerns in private.

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

The Audit Committee provides guidance; having taken feedback from management and third party advisers, to the Board with regards the effectiveness of the Group’s system of Internal Control. The Group has designed and implemented systems to manage, limit and control the risk of failure to achieve business objectives. As with all systems, the Group’s processes cannot eliminate all risk completely but provide reasonable rather than absolute assurance against material loss or misstatement.

The Chief Financial Officer leads a continuous process, with support from the leadership and finance team, to identify, evaluate and manage the Group’s significant risks. The Group’s register of potentially material or significant risks is reviewed by the Board twice per annum.

Management oversight

As an SME, the executive directors, supported by the Group’s leadership team, are actively involved in the daily management of all aspects of Group operations and meet on a regular basis to discuss:

• Quality, environmental and health and safety performance.
• Monthly financial and commercial results of the business compared to forecast.
• Achievement against annual policy deployment activities that support the Board’s delivery of the strategic plans.
• Business risks and appropriate control systems improvements to manage those risks.
• Progress on performance improvement projects.
• Steps taken to embed internal control and risk management further into the Group’s operations.

On a monthly basis, agreed financial and non-financial KPIs together with management accounts are reviewed by the Board to assess progress against its key objectives for the year. The executive directors provide a supporting written commentary in order to highlight key areas of performance and address previously agreed areas of interest. These KPI’s, management accounts and more detailed departmental level data are cascaded via the leadership team throughout the organisation.

The Board further considers whether any significant strategic, organisational or compliance issues have occurred (or are at risk) to ensure that the Group’s assets are safeguarded and financial information and accounting records can be relied upon.

QCA Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair

Role of the Board

The Company and Group are managed by a Board of Directors, chaired by Adam Attwood, who are ultimately responsible for taking all major strategic decisions and also addressing any significant operational matters whilst overseeing that good governance is maintained across the Group.

Deployment of the Group’s strategy and management of day-to-day decisions is delegated to the executive directors and the leadership team. The Board also reviews the Group’s risk profile and the adequacy of the implemented systems of internal control that are in place.

Delegation of responsibilities

The Group maintains a formal schedule of authority, which is reviewed at least annually. The schedule of authority, under which management can operate without reference to the Board, was last reviewed, revised and approved by the Board in January 2026.

Board composition

The Board consists of two executive directors, a non-executive chair and one independent non-executive director and one non-executive who represents our major shareholder, Truetide plc.

Role of Chair and Chief Executive

The Chair and Chief Executive Board positions are separate with clearly defined individual duties and responsibilities. The Chair is responsible for the leadership and management of the Board and its governance.

The Chief Executive is responsible for day-to-day management and leadership of the Group.

The Board convenes regularly with at least 10 scheduled meetings per year. The Board has decided that it will now require all directors to seek re-election at each AGM.

QCA 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 Board is considered to have all appropriate skills, experience and knowledge sufficient to give it the ability to constructively challenge strategy, decision making and scrutinise business performance.

Audit Committee

The Audit Committee is comprised of the three non-executive Directors and is chaired by Mark Taylor.

Remuneration Committee

The Remuneration Committee comprises the three non-executive directors and is chaired by Mark Taylor.

Nominations Committee

The Nominations Committee comprises the three non-executive directors and is chaired by Adam Attwood.

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

As part of his responsibilities with regards Board effectiveness and governance, the Chair informally assesses the performance of the Board and its Directors on an ongoing basis and brings to the relevant party’s attention any areas for improvement.

The Board has committed to using the QCA Board effectiveness review to assess the 12 defined key areas of Board effectiveness. This has not been completed in FY26 due to the significant changes to the Board in the period but will recommence in FY27.

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

The Board has established a remuneration policy which aligns with the Group’s purpose, strategy and culture. The remuneration policy is designed to motivate the executive directors and senior management to grow long-term shareholder value.

QCA Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Group communicates formally with shareholders via the Annual Report and Accounts, the full-year and half-year results announcements and associated presentations, periodic market announcements and trading updates (as appropriate) and the AGM.

The executive directors periodically meet with analysts and shareholders in face-to-face meetings as well as hosting investor road shows and events both at the Group’s and investors’ premises.

The Group’s website has been designed to allow a more accessible platform to communicate the Group’s strategy, products and processes to the wider community. A dedicated Investors section is maintained within the main site and is updated regularly.

This governance statement was last reviewed and approved on 25 February 2026.