![]() ## Business-critical ## communications ## technology Gamma Communications plc Annual Report and Accounts 2025 ![]() Visit our website for more information gammagroup.co #### Strategic report At a glance 02 Chair’s statement 04 Investment case 07 Market – Growth drivers 08 What we do and how we deliver 12 CEO statement 14 Business Unit performance 18 The Gamma business model 24 Key performance indicators 26 Financial review 30 Risk management 34 Our principal risks 36 Viability statement and going concern 43 Our stakeholders 44 Section 172 48 Our people 52 Non-Financial and Sustainability Information Statement 57 TCFD 58   #### Governance report Chair’s introduction to corporate governance 72 Board of Directors 74 Executive Committee 76 Corporate governance report 78 Nomination Committee report 81 Audit & Risk Committee report 85 ESG Committee report 89 Remuneration Committee report 91 Remuneration Policy 96 Annual Report on Remuneration 103 Directors’ report 113 Statement of Directors’ responsibilities 115 #### Financial statements Independent auditor’s report 117   Consolidated statement of comprehensive income 125     Consolidated statement of changes in equity 128     Company statement of changes in equity 169   #### Additional information Alternative Performance Measures 173 Company information 178 Glossary 179 #### Gamma keeps #### businesses connected We provide the essential business communications products and services that organisations across Western Europe rely on to connect and collaborate with customers and colleagues. Our broad portfolio includes delivering business phone calls, secure internet connectivity, and communications solutions for online meetings and messaging. These are plugged into the Gamma telecoms network, and made simple to deploy and manage through a single online portal. Focused solely on business communications, we combine our proprietary technology with leading global platforms and a unique service wrap to deliver reliable, high-quality solutions. We work with Channel Partners to support small and medium- sized businesses, and deal directly with larger organisations and public sector customers. ![]() ### 2025 Highlights #### Key highlights Signicant growth across key nancial performance metrics • Group results underpinned by a strong performance from our recent German acquisitions, and delivered despite the challenging UK macroeconomic backdrop. • Recurring revenue 2 remains high at 89% (2024: 89%). • ROCE was healthy at 27.8% (2024 pro forma: 27.4%). • Adjusted EBITDA increased by 13%; Adjusted EPS (fully diluted) increased by 11%. Continued balance sheet strength • Adjusted cash generated by operations increased 9% to £131.8m (2024: £120.4m). Adjusted cash conversion remained strong at 93% (2024: 96%) and with closing Net debt at   Starface in February 2025 for £152.2m, returns to shareholders through the share buyback of £45.1m in H1 2025 and the payment of £18.9m of dividends in the year. #### Revenue Grew from £579.4m to £645.8m £645.8m +11% #### Gross Prot Grew from £300.3m to £348.2m £348.2m +16% #### Recurring revenue 1 Flat at 89% 89% #### Adjusted EBITDA 1 Grew from £125.5m to £141.7m £141.7m +13% #### Adjusted PBT 1 Grew from £111.9m to £119.4m £119.4m +7% #### Return on Capital #### Employed (“ROCE”) 1 Grew from 27.4% to 27.8% 27. 8% +0.4% #### Prot before tax #### (“PBT”) Fell from £95.6m to £87.7m following £10.6m of exceptional items. £87.7m -8% #### Earnings Per Share #### (“EPS”) (fully diluted) Fell from 72.0p to 69.3p 69.3p -4% #### Adjusted EPS #### (fully diluted) 1 Grew from 85.1p to 94.5p 94.5p +11% #### Adjusted cash #### generated by #### operations 1 Grew from £120.4m to £131.8m £131.8m +9% #### Adjusted cash #### conversion 1 Fell from 96% to 93% 93% #### Net (debt)/cash 1 Decreased from £153.7m  (£9.3m) • In January 2026, we announced an intention to launch further share buybacks during FY 2026 and FY 2027. When combined  FY 2026 and FY 2027 at FY 2025 levels, this would represent  in total over the two-year period. Substantial progress delivering strategic priorities • Integration of Starface acquisition progressing well. • 2025 restructuring completed, saving £7m p.a. of ongoing UK operating costs from FY 2026 with an associated restructuring cost of £3.3m treated as an exceptional item in FY 2025. • Successful launch of Cisco’s “Webex for Gamma” in the UK  Preferred Partner status. “Webex for Gamma” seats have grown to c.20k from a standing start in the UK. • Move to the Main Market of the London Stock Exchange completed in May 2025, with inclusion in the FTSE 250 index from June 2025. 1 See section “Alternative Performance Measures”. 2 Recurring revenue being revenue which is recognised “over time” as per note 4. 01Gamma Communications plc Annual Report and Accounts 2025 ![]() #### At a glance ### Delivering the critical ### communications ### solutions thatcompanies ### of all sizes rely on #### We’re there, and we care #### We love to grow #### We step up and own it #### We do the right thing #### Our vision and core values How we do business is as important as what we do, and Gamma’s ethos is as important as the capability we provide. We have a clear vision to create a better- connected world where we can work  and the planet. This vision is underpinned by our core values: Connectivity Modern voice and cloud services depend on strong, secure data connections. Through partnerships with major network operators, we deliver the broadband, ethernet and mobile access that businesses rely on, all supported by Gamma’s high-quality service. Calling Our international telecoms network enables businesses to make and receive external phone calls, including the ability to voice-enable third-party platforms  centres overseas, Gamma operates as a service provider, supplying phone numbers in c.27 countries to support reliable, compliant global calling. #### What we do We enable businesses to communicate internally and externally. Our broad and expanding portfolio includes cloud communications (telephony, messaging, video, AI-driven customer experience), calling and network connectivity (including security) – giving organisations of any size access to end-to-end solutions from a single provider. We combine our proprietary technology with leading third-party platforms. These are plugged into the Gamma telecoms network and made simple to deploy and manage through our online portal, and supported  Our extensive Channel Partner network connects major global technology vendors with hundreds of thousands of small and medium-sized enterprises (“SMEs”), complemented by our direct relationships with a growing base of large corporate and public sector organisations. Our smallest end user may be a business with one employee and our largest enterprise customer has over 100,000 employees. Cloud Communications We provide a range of cloud communication solutions that bring phone calls, video, messaging and customer contact tools together in one easy-to-use platform, accessible from anywhere. Whether through our own solutions or trusted partners, such as Cisco, Ericsson-LG and Amazon, we help organisations of any size stay  Gamma’s core solutions fall into three categories: 02 Gamma Communications plc Annual Report and Accounts 2025 ![]() Copyright © Free Vector Maps.com #### Proportion of Gross Prot #### Gamma Enterprise 17% #### Gamma Germany 23% 55% UK SME 42% Service Provider 13% #### Gamma Business #### How and where we operate Gamma has sites across Western Europe, mainly in the UK and Germany, and delivers its portfolio of solutions through a mix of routes to market. In mainland Europe, Gamma has its largest presence in Germany, delivering services to SMEs through both partners and its own self-service digital platform, and is recognised as one of the country’s leading cloud communications providers. Gamma Business serves UK SMEs via an extensive network of over 1,500 Channel Partners. Its Service Provider business provides international calling capabilities for global communications platform and service providers. For larger corporate and public sector organisations, Gamma Enterprise engages directly to design and support complex, tailored, integrated communications solutions. Our commercial model is based on multi-year subscription contracts and we have strong recurring revenue with stable margins and high levels of cash generation. #### Our consistent growth In the past ten years Gamma has grown its revenue from £191.8m to £645.8m, a CAGR of 13%; at the same time Adjusted EBITDA has grown from £28.3m to £141.9m  acquired growth. Adjusted EPS has grown from 17.9p  #### Who we support #### Gamma Other Europe 5% 2016 2017 2018 2019 2020 2021 2022 20242023 2025 28.3 34.2 36.0 48.3 63.5 79.0 95.4 105.1 125.5 141.9 114.3 CAGR 2015-25 = 17% 2015 Adjusted EBITDA (£m) 2016 2017 2018 2019 2020 2021 2022 2023 17.9 21.1 23.1 30.3 40.8 51.3 64.0 71.8 85.1 2024 75.1 CAGR 2015-25 = 18% 20252015 94.5 Adjusted earnings per share (fully diluted) (p) 03 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Martin Hellawell Chair #### I am pleased to provide my #### Chair’sreport for the year ending 31 December 2025. During the #### year, we expanded our scale in #### Germany through the Starface #### acquisition, a key step in our #### Group’s strategic plan. This progress was supported by further broadening of our product portfolio, a continued focus on service quality, and initiatives to streamline the organisation    and intend to maintain this approach, balancing investment in future growth with enhancing shareholder value. The Company transitioned from AIM to the Main Market in  #### Financial performance  performance. The completion of the Starface acquisition in February 2025 drove our German business to a new level, growing  supported by the contribution from Placetel, acquired in September 2024. We now have  Europe’s largest communications market. We are very excited about the opportunities ahead in this fast-growing market. This  environment which was further challenged by headwinds as we transition away from the   declined in our UK SME business.   capabilities for large multinational platforms, while our Enterprise business entered 2026 with positive momentum following several notable wins in 2025, and despite ongoing competitive pricing pressure. Group Adjusted EBITDA increased by 13% and adjusted PBT rose by 7%. Recurring revenues remained high at 89% and Group gross margin increased to 54%. Further  provided later in the report. #### Products and markets Demand for business communication solutions across Europe remains strong,  on-premise to cloud communications.  development driven by customer needs and AI is being embedded across key products. We are proud of our focus on service quality – Gamma is easy to do business with, helping customers to deploy and manage   enterprises choose to work with us. Cisco’s “Webex for Gamma”, a cloud communications platform sold through the channel to our SME customers, has been our most successful product launch in the UK to date. Across the Group, our suite of products is extensive, enabling us to further deepen our relationships with both channel partners   phone network in January 2027 (“PSTN”)  connectivity. Pricing continues to be a   replacements, along with competitive connectivity pricing, impacts margins. ### Eective ### strategic ### delivery #### Chair’s statement 04 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Capital allocation, nancing #### anddividend The Board regularly reviews the Group’s capital allocation framework given the recurring cash the Company generates, deploying this cash in the best way for our  time in January 2025 through a £130m multicurrency Revolving Credit Facility, which we partially drew down to fund the Starface acquisition. We completed a share buyback in the  shareholders, and announced a further buyback to be completed in 2026 and an intention to complete an additional buyback in 2027. These two follow-on programmes are expected to return up to £85m to shareholders over the next two years. Alongside this, the Board decided to pay   certainty to shareholders. As in previous years, one third of the dividend will be paid    under this revised structure will be the interim dividend declared with the 2026 interim results in September 2026. #### Move to the Main Market #### andcorporate governance I wrote last year about our planned move  pleased that we completed the admission process on 2 May 2025, then joined the FTSE 250 Index in June 2025. The move has given us new and deeper access to     has required us to report against the UK Corporate Governance Code, and I am pleased that we are able to report full   #### Board composition While there were no changes to your  changes will take place in early 2026. Firstly, Bill Castell will leave the Board on   been instrumental in developing the Group,   for his commitment and dedication. We were delighted to announce the appointment of Damien Maltarp as our   markets expertise to Gamma, underpinned by more than 15 years’ senior leadership  disciplines. He will join Gamma and the Board later in 2026. 2025 was an important year strategically: we completed the Starface acquisition, consolidated our technology platforms and delivered signicant cash to ourshareholders.” We were pleased to announce the appointment of Chris Jagusz as an Independent Non-Executive Director, who joined the Board on 9 February 2026. Chris has a breadth of knowledge and experience spanning the telecoms and technology sectors and is a valuable addition to the Board. We have assessed the composition of the main Board Committees and the changes are set out in the Nomination Committee report. I remain as Workforce Engagement Director and have provided more detail on the activities I undertook in 2025 in this role in the Governance report. 05 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Chair’s statement continued As a Main Market company, we are conscious of the requirement to disclose further details on our gender and ethnicity data for the Board and senior management, which is set out on page 83. The Nomination Committee discusses Board succession planning at each meeting and takes into account gender and ethnicity perspectives. Following the AGM, we will have a gender balance of 75% male, 25% female and unfortunately no ethnically diverse Directors on the Board. We have stated before our clear intention to address these shortfalls and our position has not changed. We have discussed whether to increase the size of the Board to meet these targets and agreed this was not appropriate for Gamma at this time. #### Board evaluation As part of our three-year rolling evaluation programme, the Board completed its second externally facilitated evaluation   the Nomination Committee report. It was  challenged the Board’s thinking in several areas. Your Board continues to perform well and comprises Directors with a balance of skills and experience. The level of work did not ease for the Board in 2025, with the move to the Main Market, consideration of a further share buyback,  activity for each of the Committees in preparation for reporting against the Code. The pace of change continues unabated  the management team, delivered multiple governance projects successfully. #### Employees As the Group continues to grow, the Board remains mindful of the impact this can have on our underlying culture. We were pleased to hear from management, and to   have in working for Gamma. I continued my programme of events to meet a wide variety of employees across the Group and more detail is in the Governance report. We continue to believe that the Gamma culture – one of belonging, a good place to work and with development potential for all  the talented individuals needed to drive the business forward. At the same time, as businesses expand, tough decisions are sometimes required. The Board supported management in implementing a restructuring programme during the year, focused on ensuring that the Group’s operating model  The Board and I would like to express our  hard work and enthusiasm. #### Shareholders I recognise that Gamma’s share price performance has been very disappointing and the share price decline has been a sobering experience for the Board throughout the year and continuing to date. Both the executives and I have spent  course of the year and we have appreciated your feedback, input and ongoing support. We welcome the dialogue and I will always make myself available for shareholders given the valuable insight this provides for me and the rest of the Board. #### Looking ahead On behalf of the Board, I would also like to thank all our partners, customers, suppliers and shareholders for their ongoing support, as we face into varying opportunities and  remain encouraged by the mid-term prospects of our sector and the strong position Gamma has established in its  #### Martin Hellawell Chair 23 March 2026 06 Gamma Communications plc Annual Report and Accounts 2025 ![]() 1 Leading position in a large and growing market  ongoing transition from traditional on-premise technology to cloud communications, as well as from the increasing demand for integrated communications and IT solutions. Our extensive Channel Partner network connects major technology vendors with hundreds of thousands of SMEs, complemented by our direct relationships with a growing base of multinational enterprises and public sector customers. Gamma’s  partnerships enable us to respond quickly to evolving market requirements. Read more Page 08 2 Financial strength and resilience Around 90% of Gamma’s revenue is recurring, providing predictable earnings and strong cash generation. This supports ongoing investment in future growth and enhanced shareholder returns. As  and technology innovation are expected to enhance margins further. Read more Page 30 3 Expanding Group product portfolio Combining proprietary products with leading platforms from global technology vendors, Gamma provides businesses of all sizes with enterprise-grade solutions. Our broad and expanding portfolio – including cloud communications (telephony messaging, video, collaboration, AI-driven customer experience), calling and network connectivity (including security) – enables customers of any size to deploy end-to-end communications and IT solutions via a single provider. This, along with tools such as  adoption, strengthens loyalty and enables us to capture a greater share of customer spend. Read more Page 12 4 Carrier capability Gamma enables business to make and receive external telephone calls through our own telecoms network rather than relying on third parties. Many competitors depend on Gamma’s network for their own services. Network ownership provides our customers with a regulated, secure and reliable service that prioritises their business communications, delivers cost  Read more Page 24 INVESTMENT CASE Why Gamma? Gamma is a leading European provider of business-critical communications technology, operating in markets with long-term structural growth trends. Our robust business model – supported by high recurring revenue, strong cashgeneration and available liquidity – coupled with increased scale in Germany andan expanded product portfolio, position Gamma well for years tocome. 07Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() ### Market ### trends #### The global business #### communications market is #### expected to continue to grow as #### organisations adopt cloud-based services, upgrade connectivity, #### and invest in technologies such as AI, automation, cybersecurity and #### customer experience. While macroeconomic conditions in Europe remain subdued, particularly for UK SMEs, overall customer spending was expected  and budget-related uncertainty reduces. 1 2 Although ongoing geopolitical tensions may delay the pace of economic recovery, business communications solutions are essential for all organisations, driven by  Our portfolio supports businesses as  infrastructure – from cloud communications for SMEs to secure, complex networking solutions for larger enterprises – providing   Cloud-based communication platforms bring business calling, messaging, video and collaboration together in a single, cloud-hosted service. For customers, this reduces complexity, improves resilience  avoiding the upfront cost and ongoing maintenance of on-site hardware. These platforms are increasingly enhanced  In the UK, cloud adoption is well advanced and the number of cloud communication users is forecast to grow c.7% CAGR from  3 Germany, Europe’s largest business communications market, is at an earlier stage of adoption. This creates a substantial growth opportunity, with cloud users’ CAGR forecast to increase c.16% from 2025 to 2028. 4 How Gamma is positioned Gamma provides cloud communications solutions to businesses of all sizes, combining its own platforms with leading third-party providers. Gamma can also enable voice calling of other widely used collaboration tools, such as Microsoft  delivered over our secure business telecoms network. Gamma is recognised as one of the leading global providers of Microsoft Teams voice enablement. Gamma has over 10 years’ experience supporting customers as they migrate from traditional, on-site phone systems to cloud-based services. Many on-site customers use a technology called Session Initiated Protocol (“SIP”) to allow their on-premise equipment to make and receive calls over the internet. Germany Germany’s lower cloud adoption and strong  long-term opportunity and we are investing to scale further as the market grows. Recent acquisitions have strengthened Gamma’s position: Placetel (acquired September 2024) is a leader in selling cloud communications to SMEs directly online. Increased marketing investment is driving strong cloud seat growth. Online-direct is seen as a growing route to market, with expansion planned across Europe from 2026. Starface (acquired February 2025) adds  with both cloud and hardware solutions   customers often favour locally designed   Together, these acquisitions have  recognition and support the shift from legacy hardware to higher-value, long-term cloud subscriptions with recurring revenue. DRIVER 1 Ongoing migration to #### cloud communications – a primary driver of #### Gamma’s growth   2 Ifo Institute – Business Climate Index for Germany. 3 Cavell – Cloud Communications Market Report  4 Cavell – Cloud Communications Market Report    6 Ofcom Connected Nations UK Report 2025. 7 Analysys Mason Operator Business Services UK forecast: 2025 – 2030. #### Market – Growth drivers 08 Gamma Communications plc Annual Report and Accounts 2025 ![]() UK Gamma is one of the UK market leaders in this space and is leveraging this strength  transforming their communications infrastructure. Migrating to full cloud platforms enables simpler management and greater functionality for customers, and Gamma’s expertise in complex migrations provides a competitive advantage. In October 2025, Gamma launched Webex for Gamma, a fully AI-integrated cloud communications platform combining Cisco’s Webex architecture and Gamma’s  Webex for Gamma complements Gamma’s existing Horizon platform, expanding customer and partner choice, and creating additional opportunities for  As the UK cloud market matures, migrations are becoming more complex.  in this phase of demand through its broad portfolio, continued investment in partner-facing tools and enhanced sales-enablement programmes. Over time, UK growth is expected to become increasingly displacement-led, as customers switch providers rather than  environment where Gamma’s breadth  advantage. However, competitive pricing is reducing industry-wide average margin per user (“AMPU”), meaning growth in cloud user numbers results in broadly  AMPU, Gamma is expanding its portfolio of value-added services for SME customers, including AI-enabled  integration with customer relationship management (“CRM”) systems. For larger organisations, Gamma provides end-to- end solutions and managed services, enabling deeper customer relationships and higher-value, recurring revenue. Global The Coolwave acquisition in 2024 extended Gamma’s international footprint, supporting voice and messaging services for service providers and hyperscalers, and creating further partner-led growth opportunities, particularly in APAC from 2026. Part of the transition to cloud communications is driven by increasing consumer expectations of the services they receive from businesses. In response, businesses are increasingly prioritising CX, recognising its impact on customer loyalty, revenue and operational  all sizes. In large enterprises, this is driving strong demand for cloud-based contact centre (“CCaaS”) platforms, which bring together  contact organisations (voice, email,  solution. These platforms enable organisations to respond faster to customer  AI-driven automation and personalisation  In smaller businesses, the core cloud communications platform is increasingly being extended to bring that same diverse mix of communications channels. This provides an opportunity for Gamma to drive revenue and retention as we bring the cloud communications platforms of the hyperscalers into this market. DRIVER 2 #### Customer Experience #### (“CX”) is an increasing #### focus for businesses In the UK, c.50% of customer service agents already use cloud-based contact  smaller than the cloud-based communications market, the number of UK CCaaS users is forecast to grow c.9%  adoption is earlier-stage but growing rapidly, with users expected to grow c.16% CAGR over the same period. How Gamma is positioned While CX currently represents a small proportion of our portfolio, Gamma serves the full range of CX needs. Webex for Gamma provides a contact centre product for SMEs with an increasing range of communications, while SmartAgent supports larger enterprises with more complex, multi-channel requirements. The acquisition of BrightCloud in 2024 strengthened Gamma’s enterprise CCaaS proposition, enhancing our ability to deliver higher- value solutions and recurring revenue across customer segments. CCaaS and business process outsourcing also present opportunities within Gamma’s Service Provider business, particularly  09Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Market – Growth drivers continued As large technology platforms, such as  continue to grow internationally, they require communications partners capable of delivering consistent, compliant voice and messaging services across multiple countries. Only a small number of providers have the scale, regulatory expertise and operational capability to support this  Provider business, Gamma is well positioned to meet this demand, providing voice-enabled, compliant services and multi-country solutions for its international platform partners. In addition to supporting global platform providers, Gamma’s capabilities also address the needs   estate, consolidate suppliers and ensure consistent service quality across geographic regions. Gamma’s  solutions across multiple countries positions it as an attractive partner for enterprises looking to streamline their global communications footprint. DRIVER 4 #### International expansion #### of hyperscaler platform #### communications High capacity, reliable internet access   to the cloud, and hybrid working and AI-adoption increases data usage,    infrastructure, delivering faster speeds, lower latency and improved reliability –  collaboration and the growing use of AI. FTTP is now available to 78% of UK  a location, a transitional technology SoGEA (Single Order Generic Ethernet Access) enables businesses to operate without  continues to accelerate: the UK is expected to grow c.19% CAGR from 2025 to 2028. 7 In addition, in the UK, businesses  connectivity services delivered over the UK’s old analogue phone network (“PSTN” – Public Switched Telephone Network). These older products face speed and reliability limitations, and will be withdrawn  2027 and the UK transitions to digital, IP-based services. In Germany, while the move from the analogue to the digital phone network happened some time ago, connectivity  coverage remains relatively limited and fragmented, but is expected to expand, supported by government initiatives  How Gamma is positioned In early 2026, Gamma launched the FibreXchange in the UK, an FTTP aggregation platform which allows Channel Partners to compare pricing, coverage and features  partners to select the right solution for their customers. The platform is easily extendable to additional suppliers and should provide Gamma with an advantage where FTTP supply is fragmented by region or provider. UK As the UK connectivity market transitions away from legacy copper phone lines, the industry is experiencing a period of margin pressure as higher-margin legacy products  that will continue through to completion of   (“altnets”) provides options to customers, they are also driving industry-wide pricing competition, as they seek to build the scale needed to recoup their investment. Pricing is expected to stabilise over time but has impact particularly on renewals for long-term contracts in Gamma Enterprise. Together, these headwinds are generating  Gamma’s UK connectivity operations.   market. This includes managing large-scale migrations for enterprise customers and supporting Channel Partners through structured migration programmes designed to minimise disruption. In addition, Gamma is extending its FTTP reach through partnerships with the altnets, beginning with CityFibre, expanding the FTTP upgrade opportunity beyond BT Openreach’s footprint, and strengthening Gamma’s role as a market aggregator.  partners to source, manage and deploy  allowing Gamma to capitalise on the broadened reach of the altnets. The PSTN   digital replacement for traditional  micro-businesses. As customers upgrade connectivity, Gamma has a natural opportunity to add further services from   of cloud communications, creating clear pathways for cross-sell and upsell.  withdrawal is completed, these combined activities are expected to provide stabilisation and medium-term  Germany FTTP availability in Germany remains lower and supplier coverage is complex and fragmented across incumbent operators, regional utilities and private investors. However, strong government commitment and substantial operator investment are  coverage. While connectivity is currently   opportunity through partnerships with major local providers or via acquisitions. DRIVER 3 #### The transition from copper  #### is a structural trend 10 Gamma Communications plc Annual Report and Accounts 2025 ![]() The increasing use of cloud-based services and the growth of data stored in the cloud, have elevated the risk  businesses. Cyber threats are becoming more frequent and sophisticated, increasingly driven by AI. In response, organisations of all sizes  operations, ensure resilience, meet regulatory requirements and support secure hybrid working. The UK cyber security market is forecast to grow c.8% CAGR from 2025 to 2028. 7 Germany is a larger market, also expected to grow  How Gamma is positioned Although security currently represents  is well-placed to support customers and  For larger organisations, we deliver secure infrastructure, managed networks and Security Operations Centre (“SOC”)-led protection. Our capability was strengthened through the acquisition of Satisnet in 2023,  existing customer base and further growth opportunities. We provide simple, managed security solutions for small businesses through our indirect channels, addressing customers with limited in-house security expertise. IoT connects physical devices, such  internet so they can collect and share data in real time. This enables organisations  reduce risk and costs, enhance customer experience and improve decision-making,  connectivity is impractical. Adoption is accelerating as 5G mobile networks expand and AI improves the analysis of device-generated data. In the UK, IoT connections are forecast  7  increase c.12% CAGR over the same period. 7 DRIVER 5 #### Cyber security is a #### critical requirement  DRIVER 6 Adoption of Internet of #### Things (“IoT”) continues to expand How Gamma is positioned A recent entrant to the IoT market, Gamma’s Fusion IoT and embedded SIM (“eSIM”) technology enable customers to manage connectivity across multiple mobile networks via a single platform. It supports a wide range of use cases, from low-power sensors to high-bandwidth 5G applications. Developed by Gamma’s German Epsilon business, Fusion IoT was introduced to the UK through Gamma Enterprise in 2024, then launched to UK SMEs through Gamma Business in 2025. Gamma’s IoT solutions combine connectivity, devices and management platforms, and are tailored to each customer’s operational requirements. By prioritising customer outcomes rather than technology complexity, Gamma will help organisations to deploy scalable,  and accelerate digital transformation. 11Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### What we do and how we deliver ### Gamma’s role in a growing ### communications market Cloud communications means delivering phone calls, video meetings, messaging and customer contact tools over the internet rather than through on-site hardware. It lets businesses work from anywhere and scale easily using cloud-based platforms. However, to make and receive calls from the traditional phone network – like mobile phones or landlines – these cloud-based platforms still need specialist external phone lines. Providers like Gamma also supply this regulated infrastructure, including number hosting and call routing, so businesses can communicate reliably and securely with the outside world.  communication tools, including: Unied Communications as a Service (“UCaaS”): integrated telephony, video and messaging, accessible from any location. Products include: Gamma’s PhoneLine+, built for micro businesses; Gamma’s Horizon and iPECS for SMEs in the UK, and Gamma  for SME customers to move from hardware to the cloud at their own pace. Cisco Collaboration tools, including Webex  customer experience for larger SMEs  Contact Centre as a Service (“CCaaS”): multi-channel applications which manage customer contact across voice, SMS,   Customer Experience (“CX”): Products include: Horizon Contact, our cloud-based customer engagement platform, Amazon Connect and Webex Contact Centre, all   operations (call centres and support centres) without owning physical equipment or managing complex infrastructure. Gamma enables business to make and receive external telephone calls through our telecoms network rather than relying on third parties. We provide number hosting, call routing and full compliance with local regulations. Network ownership provides our customers with a regulated, secure  business communications, delivers cost  contract terms. Many competitors depend on Gamma’s network for their own services. We are the market leader in UK SIP trunking (internet based telephony) and a major provider of Microsoft Teams Operator Connect voice enablement for businesses,  (Operator Connect allows companies   telecoms provider, such as Gamma.) We also enable calling capabilities for global communications platform and service providers, connecting their platform (potentially a cloud-based call centre overseas), carrying their voice   hyperscalers to extend their own core software without having to become a licensed telecommunications operator or build their own infrastructure everywhere in the world that their software is deployed. Gamma’s Calling solutions are compliant with local regulations, providing a full PSTN replacement service in c.27 countries, and two-way voice in c.60 more. #### Cloud #### Communications #### Calling #### Gamma plays a critical role #### inenabling business #### communications across #### WesternEurope Secure connectivity and reliable communication tools are essential for modern-day business, and hundreds of thousands of organisations depend on Gamma to deliver them. We work with micro businesses, SMEs and large enterprises,  trades and GP surgeries. Gamma is one of the few providers able to deliver all three critical elements of modern business communications across multiple European markets and to businesses of every size: Calling; Cloud Communications; and Connectivity. In 2025, Gamma Business scored an  Enhancement Score survey, up from 5.1 in 2024. This increase indicates that partners increasingly recognise the positive impact  continued progress in strengthening the strategic value of our partner relationships. #### Our solutions 12 Gamma Communications plc Annual Report and Accounts 2025 ![]() Through partnerships with major network operators, Gamma also delivers the essential network access required for modern communications, including: Full-bre products (bre broadband and dedicated ethernet services): for  Gamma Mobile: providing business- focused mobile connectivity, that is simple for businesses to manage and control costs Fusion Internet of Things (“IoT”): supporting a wide range of connected device applications across Europe, leveraging eSIM and 5G technologies Gamma Secure: cyber security solutions to help businesses protect their users, data and communications #### Connectivity #### How we deliver – #### our unique service What sets Gamma apart is not only what  complex solutions easy to deploy and use, as well as providing a market-leading level  We deliver our solutions through a mix of routes to market. In mainland Europe, our largest presence is in Germany, where we sell to SMEs through partners as well as directly online. We are recognised as one of the country’s leading cloud communications providers. Gamma Business serves UK SMEs via an extensive network of over 1,500 Channel Partners. Our Service Provider business provides international calling capabilities  service providers., For larger corporate and public sector organisations, Gamma Enterprise engages directly to design and support complex, tailored, integrated communications solutions. The Gamma portal   smaller businesses and partnering with best in class global technology vendors for larger organisations with more complex needs. Gamma provides standardised products and services which we then augment and tailor for partners and end users. These are all accessible via our easy-to-use portal and plugged into the Gamma telecoms network. This means our partners have a single point of end-to-end ownership across provisioning, billing, service assurance and regulatory compliance, and specialist, customer- focused teams ready to support them. The Gamma portal makes deployment easy, fast and reliable for partners, and allows us to  Managed services Running a business telecoms estate requires specialist technical and regulatory expertise, and ongoing operational capacity that many organisations do not have the resource to maintain. Gamma provides managed services both for enterprises and partners  cover the full lifecycle, from day-to-day management of existing installations to planned migrations that minimise disruption, and in-life upgrades or expansions as customer needs evolve. By leveraging our scale, engineering capability and operational experience, we can provide such services  most organisations can achieve alone, enabling our customers and partners  Service and support Across all routes to market, we provide consistent, high levels of service and support, appropriate to the customer, as well as the regulated calling infrastructure, secure connectivity and day-to-day support that keep services dependable at scale. We also add additional products and services that help customers get more value from our solutions. This combination of products, portal and service makes the overall experience uniquely Gamma. 13Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Andrew Belshaw  ### Signicant ### business ### growth #### CEO statement #### 2025 was another successful yearfor Gamma. We delivered #### signicant growth, driven by ourGerman business and continued resilience in the UK, #### despite a challenging #### macroeconomic backdrop. Our increased scale across Europe, expanded product portfolio and the disciplined execution of our strategy  supported by a continued focus on service quality and go-to-market execution. The completion of the Starface acquisition marked an important step in our shift  alongside actions to streamline the organisation and strengthen the long-term resilience of the business model. Group revenue increased by 11% to  by 16% to £348.2m (2024: £300.3m). Adjusted EBITDA grew by 13% from  before tax increased by 7% from £111.9m to  89% (2024: 89%). Adjusted cash generated by operations for the year was £131.8m, increased from £120.4m in 2024. During the year, Gamma moved to the Main Market of the London Stock Exchange and, from June 2025, entered the FTSE 250  shareholders and expect this to continue through 2026 and 2027, balancing investment in future growth with our commitment to deliver enhanced shareholder returns. Thank you to our employees for their hard work and commitment throughout the year, including the integration of our largest acquisition to date, navigating the challenging UK trading conditions, and delivering key customer and partner projects across the Group. #### Market and strategy update Gamma provides essential business communications technology across Western Europe, enabling organisations   businesses as they modernise their communications infrastructure – from  complex networking solutions for larger  platforms for today’s digital environment. #### Market trends Demand for modern, resilient communications solutions remains strong as organisations adopt cloud-based platforms, upgrade connectivity and invest in technologies such as AI, automation and cyber security. Gamma sees AI as an enabler. We are using AI to improve  partners, to enhance customer service  development. We are also embedding AI-enabled solutions across our portfolio, leveraging leading hyperscaler technologies that deliver real ROI for partners and end users. The telecoms industry relies on physical infrastructure and regulatory frameworks that AI cannot replace, and our extensive channel-partner relationships further strengthen this foundation.  against 2024. 14 Gamma Communications plc Annual Report and Accounts 2025 ![]() These results reect the disciplined execution of our strategy and the strengthof our highly cash-generative business model.” In previous reports, we highlighted a   the medium term. These themes remain    across our core markets. Ongoing migration to cloud communications – a primary driver ofGamma’s growth Gamma provides cloud communications solutions for businesses of all sizes, combining its own platforms with leading third-party services, and extending popular collaboration tools such as Microsoft  secure voice calling. Cloud platforms help companies to reduce complexity, improve  avoiding the costs and maintenance of on-site communications hardware. In Germany, where cloud adoption remains at an earlier stage than the UK, our product portfolios from our recent Placetel and Starface acquisitions have expanded our reach, and support the shift from legacy hardware to higher-value, long-term cloud subscriptions with higher recurring revenue.  long-term growth in a large, underpenetrated market. In the UK, cloud adoption is more advanced. We continue to migrate customers from legacy telephony to higher-value cloud services across both our own platforms and third-party solutions such as Cisco Webex. As the market matures, growth is increasingly displacement-led and pricing remains competitive. As a result, growth in cloud user    continue to expand our portfolio of value- added services and to deliver more end-to- end managed services for larger organisations and partners. The Coolwave acquisition in 2024 extended Gamma’s international footprint, supporting   further partner-led growth opportunities, particularly in APAC from 2026. Customer experience (“CX”) is an increasing focus for organisations Part of the transition to cloud communications is driven by increasing consumer expectations of the services they receive from businesses. In response, businesses are increasingly prioritising CX, recognising its impact on customer loyalty,  driving demand for cloud-based contact centre platforms (“CCaaS”), which bring together voice, email, webchat and other  These platforms enable organisations to respond faster to customer needs, scale  automation and personalisation to deliver higher-quality service. While CX currently represents a small proportion of our portfolio, Gamma’s products – including enhanced AI capabilities – support both small businesses and larger enterprises. Full-bre connectivity is a structural trend High capacity, reliable internet access is now essential for modern business. As more applications and services move to the cloud, and hybrid working and AI-adoption increases    infrastructure, delivering faster speeds,  critical for cloud services, video collaboration and the growing use of AI. The UK’s transition from the old analogue phone network to digital, IP-based voice services by January 2027 – known as PSTN  Network) – is accelerating the shift from  more reliable service, it carries a higher unit cost for Gamma than legacy copper. As a result, the migration of customers ahead of  headwind that is dependent on the pace of  impact of 2026 migrations expected to be felt until the end of 2027. The headwind will cease once all customers have transitioned. Gamma is seeking to mitigate this reduction  share through structured migration programmes that move customers from   customer access and migration to the  market continues to grow, these combined activities are expected to lead to medium-  once copper withdrawal is completed. In Germany, while the move from the analogue to the digital phone network happened some time ago, connectivity  coverage remains relatively limited and fragmented, but is expected to expand, supported by government initiatives and operator investment. While connectivity is currently a small part of our German business, we are exploring ways to maximise this opportunity through partnerships with major local providers or via selective acquisitions. 15 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### CEO statement continued International expansion of hyperscaler platformcommunications As large technology platforms, such as  continue to grow internationally, they require communications partners capable of delivering consistent, compliant voice and messaging services across multiple countries. Only a small number of  expertise and operational capability  Service Provider business, Gamma is  providing voice-enabled, compliant   In addition to supporting global platform providers, Gamma’s capabilities also address the needs of multinational enterprises seeking to simplify their communications estate, consolidate suppliers and ensure consistent service quality across geographic regions. Gamma’s ability to deliver compliant, scalable solutions across multiple countries positions it as an attractive partner for enterprises looking to streamline their global communications footprint. Cyber security is a critical requirement for businesses The increasing use of cloud-based services and the growth of data stored in the cloud, have elevated the risk of cyber threat disruption for all businesses. Cyber security resilience investment continues to grow across businesses of all sizes as threat levels increase. Gamma’s security capabilities provide enterprise-grade protection in a simple, scalable way. Gamma currently provides cyber security products to a number of its enterprise customers and this will increasingly be extended to SMEs. #### Strategic priorities Gamma’s strategy remains focused on strengthening our position as a leading provider of business communications solutions across Western Europe. Five strategic priorities guide our approach: 1. Migrate customers to modern platforms 2. Grow the core business 3. Expand into adjacent markets  5. Deliver exceptional customer service Together, these priorities position us to capture market growth opportunities, supported by a robust business model  skilled, committed people. Our commercial model is based largely on subscription contracts which have high rates of renewals. This means the Group has high recurring revenues of 89% (2024: 89%)  cash conversion in 2025 (2024: 96%)). 1. Migrate customers tomodern platforms  for January 2027. Our operational focus is  Gamma’s core modern platforms, ensuring they remain with us as their technology needs evolve. In addition, there is the continuing migration of hardware on-premise users in the UK, with customers who have been using Gamma SIP – the internet-based method that connects on-premise phone systems to the public telephone network – able to move to our Cloud Communications or our voice-enabled Calling products (such  Adoption of the Internet of Things (“IoT”) continues to expand IoT lets devices like sensors, vehicles and equipment connect to the internet to share data in real time. This helps organisations  costs, and make better decisions. Adoption is accelerating as faster mobile networks and smarter data tools make it easier to use. A recent entrant to the IoT market, Gamma’s Fusion IoT platform and embedded SIM  solutions that help businesses get the most from connected devices. Taken together, these trends continue to shape demand across our core markets and  SME headwinds are cyclical rather than  strong partner relationships and continued investment in technology innovation leave us well positioned as market conditions improve. 16 Gamma Communications plc Annual Report and Accounts 2025 ![]() 2. Grow the core business Business communications are becoming more complex, combining voice, video, messaging, collaboration tools, AI and customer relationship management systems. Gamma’s core strength is enabling organisations to adopt and manage these technologies in a simple, secure and scalable way. We continue to invest in new product development and delivery, broadening   communications solutions for organisations of all sizes across Europe – from micro- businesses to large enterprises. These are delivered through our own platforms and in partnership with leading global technology providers, including Cisco, Microsoft, Amazon and Ericsson-LG, whose products  customers. By integrating these solutions with our telecoms network and service portal, we simplify deployment and management, increase cross-sell and up-sell opportunities, improve margins and deepen long-term customer relationships. Our pan-European portal architecture streamlines partner ordering and provisioning and allows new devices to  Gamma Plus, our new approach to launching new value-added services, enables faster delivery of margin-accretive, add-on products. During the year, we launched standalone AI voice agent products in the UK and Germany, and are further developing AI in our products. These upgrades simplify and reduce the cost of product adoption, strengthen loyalty and increase share of customer spend. In Germany, we expect continued double- digit revenue growth as businesses transition from on-premise systems to  this shift by scaling Starface through our channel partners and Placetel through our direct online model. The successful launch of Cisco’s Webex cloud communications platform in the UK further strengthened our position across  consolidates, we see opportunities to acquire substantial customer bases from exiting providers, strengthening our scale and reinforcing our market position. Across Europe, we see further opportunities to roll out Cisco’s Webex as well as in  demand for IoT solutions. 3. Expand into adjacent markets We are extending our capabilities into new geographies and services, focusing on organic growth with selective accretive M&A as appropriate. Within Gamma Business UK SME, we are   and operational services on behalf of certain Channel Partners. This creates a new revenue stream while strengthening partner relationships and expanding the value we provide. We will also grow our higher-margin value-added solution set, including AI Agents, IoT and cyber security, to increase share of wallet and customer loyalty. Our Service Provider business provides numbering, voice and SMS capabilities for large, global communications platform providers who do not have their own telephone networks. Supported by strong structural demand and largely insulated from UK SME market headwinds, the continued international rollout of our Service Provider capability remains an  compliant phone numbers in around 27 countries and are working to expand this further. This global capability enables us  operations and generate additional revenue streams beyond the UK market, including our recent expansion into APAC. We are expanding Placetel, our German digital-direct business, into the Netherlands and Austria, and in Gamma Enterprise our multi-country capability will allow us to scale across Europe. Globally, we see further opportunities developing our Microsoft proposition and launching new mobile services through digital and Mobile Virtual Network Operators (“MVNO”) models. 4. Enhance operational eciency  focus for Gamma and our customers. We will continue to review our UK and German operating models and cost base while protecting the investment required to capture growth opportunities. Increased use of automation and AI will reduce our costs and improve customer experience, by simplifying their purchase and provisioning journeys. For customers, our cloud platforms reduce the need to maintain complex on-premise systems, lowering operational overheads. For partners, our portal’s self-service   Data-driven insights from Gamma Edge, our partner experience programme, are already informing improvements to order journeys,  and strengthening onboarding. All of this   5. Deliver exceptional customer service Across all routes to market, we remain focused on delivering consistently high- quality service that supports retention, strengthens partner relationships and underpins our recurring revenue model. Our regulated calling infrastructure, secure connectivity and operational support all ensure reliability at scale. We continue  through enhancements to our portal improving the experience for partners   programmes will further reinforce service quality and operational resilience.  clear and disciplined framework for the Group as we continue to expand our portfolio, grow our presence across Europe  #### Outlook Although the UK SME market headwinds remain, it now forms less than half the Group and we are well positioned when conditions improve. Our strategy, supported by the strength of our highly cash-generative business model, our increased scale in  Enterprise sales pipeline and the future growth potential of our Service Provider business, positions Gamma well for years  #### Andrew Belshaw  23 March 2026 17 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() ### Growth driven by a strong ### German performance #### Gamma Germany Delivered through multiple routes to market, including a partner network of c.4,500 partners and our digital channel in Placetel, Gamma Germany now accounts for nearly a quarter of the Group, at 23% of Group gross  acquisitions of Placetel and Starface. 2025 £m 2024 £m Increase Revenue 110. 2 54.3 +103%  78.4 26.4 +197% Gross Margin 71.1% 48.6%  by our acquisitions of Placetel and Starface,   increasing cloud seats (to c.600k) and under  double-digit revenue growth\*: this was despite an ongoing weak macroeconomic  11% on a constant currency basis, of which  which was organic given its acquisition in  continued growth in higher margin cloud  certain low margin Calling products. Gross  and Placetel generated meaningfully higher gross margins than our existing German  third-party licensing cost for their products and currently do not sell mobile through their channels which is at lower margin. The acquisitions of Placetel and Starface have given us the necessary scale – and around a 15% cloud seat market share – to establish Gamma as the leading challenger in Germany, Europe’s largest business communications market, and one where cloud adoption remains at an early stage. Integration is progressing well, with a single German management structure and a country-wide sales team, bringing together our existing  approach to Channel Partner sales.  against 2024. Gamma Germany serves over 75,000 SME customers with a comprehensive product portfolio of cloud communications platforms, on-premise calling, connectivity and IoT products. Gamma Germany Service Provider UK SME Gamma Business Gamma Enterprise Other Europe Business unit share of #### Group gross prot Gamma Germany 23% (2024: 9%) Gamma Business 55% (2024: 65%) UK SME 42% (2024: 51%) Service Provider 13% (2024: 14%) Gamma Enterprise 17% (2024: 20%) Other Europe 5% 18 Gamma Communications plc Annual Report and Accounts 2025 #### Business Unit performance ![]() Placetel’s AI voice agent lets us scale customer enquiries across  or complexity – it has become essential to our operations.” Niko Nobes, CEO Innobook UG, laserstar.rocks Case study Scaling Customer Bookings with Placetel AI Innomall GmbH operates six Lasertag locations across Germany. As call volumes grew during peak periods, managing inbound calls locally led to inconsistent customer experiences, missed bookings and high operational overheads. The challenge was commercial, not technical: how to scale customer access and booking capacity without proportionally increasing  Already a Placetel customer, Innomall implemented our AI Voice Agent to automate inbound call handling, capture booking enquiries, provide accurate information and schedule appointments centrally across all six locations. Deployment was completed quickly, with a single setup managing  Outcomes and benets • Fully automated handling of c.3,000 calls per month • Centralised control of bookings, information and event enquiries • Improved booking conversion and reduced local operational workload • Monthly revenue increasing fourfold Case study Starface Acquisition Gamma’s acquisition of Starface strengthened its position in the DACH region (Germany, Austria and Switzerland), one of Europe’s largest yet under-penetrated markets for cloud communications. Starface has added scale, a strong local presence and a  partner-led sales model to Gamma. Developed in Germany, adhering to European regulatory and data protection requirements, Starface’s solutions are a trusted choice for many German SMEs, with long-term customer relationships and high retention. Starface today supports around 16k cloud customers (c.200k seats) while  continue to operate their on-premise  opportunity. Many of these long-standing customers value the stability and investment protection of their current systems, but a sizeable proportion of hardware is approaching end of life, creating a natural point for transition. Migrating these on-premise customers  revenues through subscription-based pricing and add-on services, increasing average revenue per user. Starface is pursuing a targeted migration strategy,   adoption barriers. Migrating to the STARFACE Cloud has made managing communications for our customers simpler and more reliable. They can adapt faster to  compromising stability. STARFACE combines a powerful platform with a strong partner focus, enabling us to deliver lasting value to our customers.” Thomas Endler, Geschäftsführer o-byte.com GmbH & Co. KG 19Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() Case study – UK SME Providing the Solutions and Support Behind Focus Group’s Growth Focus Group, with over 25k business customers, is a major provider in the SME market and relies on Gamma for core telecommunication services.  Group’s revenue came from traditional PSTN services, which are being phased  Solutions such as Gamma’s Horizon  now able to market a more future-proof product portfolio, protecting revenue and providing a platform for growth. Gamma has had a close partnership  relationships with the Gamma account management team enabled Focus to expand into new verticals, including healthcare and the automotive industry. As a Gamma Platinum Partner,  development funds that further  Our partnership with Gamma has been a resounding success for over 15 years. The strong relationship we’ve built with their entire team, together with the support they’ve  preparation and sales enablement to training and marketing, has been invaluable. Gamma consistently provides us with the tools and expertise we need to deliver exceptional solutions and service to our customers. We truly value the collaborative spirit, professionalism and dedication that have made this partnership stand the test of time.” Rhys Bailey, Chief Revenue Ocer, Focus Group UK SME – accounting for 42% (2024: 51%)   Connectivity products that support small UK businesses typically with fewer than  Service Provider – accounting for 13%  Calling products (voice services, numbering and SMS capabilities) in c.27 countries for large, global communications platform providers, network operators and Mobile Virtual Network Operators who do not have their own telephone networks. 2025 £m 2024 £m Increase Revenue 374.6 368.9 +2% – UK SME 282.4 278.5 +1% – Service Provider 92.2 90.4 +2%  190.8 194.7 (2%) – UK SME 146.5 151.6 (3%) – Service Provider 44.3 43 .1 +3% Gross Margin 50.9% 52.8% UK SME – delivered a resilient performance despite challenging UK market conditions. Cloud volumes increased, supported  communications portfolio, although gross    includes the impact of customers migrating from higher margin legacy copper products    reduced by a similar amount in FY 2026,  migrations expected to be felt until the end of FY 2027, depending on the speed of      Despite these headwinds, product  remained strong. Our broader portfolio – including the lower-cost PhoneLine+ solution – helped us maintain market share. The successful UK launch of “Webex for  our position and, since the October launch, we already have nearly 20,000 seats from  We continue to attract Channel Partners wanting long-term, strategic alignment   end-to-end migration service: • Flotek transitioned its cloud and connectivity portfolio to Gamma through our Gamma Edge programme, adopting Webex as its core application to enhance customer value. • Clear Business signed a landmark agreement for Gamma to provide a fully managed connectivity and voice service to their end users on an outsourced basis. • Our long-term partnership with O2 Daisy enables Gamma to sell our products and services into their c.500,000 customer base. The partnership also sees Gamma take over the voice enablement of O2 Daisy’s cloud communication platform, giving both organisations a clearer strategic focus. These partnerships demonstrate our ability to deliver complex, high-value deals and long-term, scalable growth. Service Provider – now contributes 25% (2024: 21%) of revenue and 23% (2024: 19%)  healthy growth in Calling products leading  from structural demand and remaining insulated from UK SME market headwinds. While to date most of its revenue has been generated in the UK and Ireland, we are also well positioned internationally to meet the demand of global platform providers and multinational enterprises who seek to streamline their global communications   launched services in the higher-growth  Singapore and the Philippines). This enables global communications platforms and service providers to access compliant calling capabilities locally without becoming licensed telecommunications operators or building their own infrastructure. #### Gamma Business #### Gamma Business comprises our UK SME and Service Provider #### businesses, and accounts for 55% of Group gross prot (2024: 65%). 20 Gamma Communications plc Annual Report and Accounts 2025 #### Business Unit performance continued ![]() Case study – UK SME Improving Coverage and Simplifying Fibre Delivery for Channel Partners Prime Business Technology Solutions worked closely with Gamma as a beta partner for the launch of Gamma  to place an order on the platform. As a growing channel business, Prime needed   without the operational complexity of  and coverage limitations. Gamma FibreXchange was designed  availability, ordering and provisioning into a single platform, while enabling partners to layer value-added services to protect and grow margin. For Prime, this approach reduced friction in the sales process, expanded service  burden on support teams through simpler provisioning and delivery. The platform has given Prime greater  and supports future growth as additional network providers are added. Gamma FibreXchange has made  simpler for us, with wider coverage all in one place. Being able to add value-added services has helped improve margin, and the simpler provisioning has taken a lot of  I’m looking forward to expansion of available providers and therefore opportunity to sell more in the not-too-distant future.” Simon Lister, Director, Prime Business Technology Solutions Case study – Service Provider Providing the Telecoms Services BehindKerv’s Global Communications Platforms Kerv is an IT Managed Services provider supporting customer needs across a range of industries, including by running their communications platforms and supporting mission-critical contact centres. Gamma provides the underlying telecoms services – number hosting, call routing and international calling – that allow Kerv’s customers to make and receive phone calls on these platforms. Kerv now use Gamma’s Calling solutions in 18 territories, giving their global customer base access to compliant voice and numbering services. By relying on Gamma to manage the regulatory and operational complexity, Kerv can scale internationally while keeping their focus on customer delivery. It’s a relationship many years in the making and which continues to grow from strength to strength, helping us respond to some of the geopolitical uncertainty. The work Gamma has been developing around their global  in being able to deliver those services in a compliant way into multiple territories. Gamma takes on the regulatory burden which has freed  to our customers, and we have    It’s been a fantastic experience.” Rufus Grig, Chief Technology andStrategy Ocer at Kerv Case study – Service Provider Providing the Network and Support Behind Honest Mobile’s Growth Honest Mobile was founded as    SIM” addressed rising prices and complex contracts, while its “Smart SIM”, a sustainable eSIM, provides reliable connectivity with free global roaming.  Mobile’s connectivity services. Gamma has been Honest Mobile’s partner from the start, providing the underlying network and operational support that enables Honest Mobile to deliver its mobile services reliably at scale. Their “Mobile done right” vision was something Gamma understood before there was even a SIM card to sell. From launch, this relationship has seen product evolution and a co-developed roadmap, delivering distinctive, breakthrough mobile options  Gamma’s people are its  unmonitored inboxes and broken ticketing systems, it’s reassuring, and frankly unheard of, to be able to pick up the phone to someone who deeply understands our business and works with us to solve the inevitable challenges that crop up in any relationship or partnership.” Andy Aitken, CEO & Co-Founder, Honest Mobile 21Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Gamma Enterprise Gamma Enterprise sells cloud communications platforms (including contact centre solutions), connectivity, mobile, security and complex managed networks to mainly large corporate and public sector organisations. It accounts for 17% (2024: 20%) of Group  2025 £m 2024 £m Increase Revenue 130.5 126.5 +3%  60.3 60.2 +0% Gross Margin 46.2% 47.6% Gamma Enterprise delivered growth, with the acquisition of BrightCloud, completed in July 2024, contributing £4.4m (2024: £3.3m) of inorganic revenue and £2.4m (2024:   approximately £2m (4%) in 2025 compared to 2024. This was due to near-term competitive ethernet pricing pressure, as long-term customer contracts came up for renewal and we had to apply discounts to the  the business, given the number of alternative  We expect this ethernet pricing competition on renewals to continue, reducing gross  which we believe pricing will stabilise as the market reaches an equilibrium. This impact is  won late in 2025 for rollout during 2026, as the pipeline continues to improve. These wins include: • In the retail space: Morrisons – an extension of the current agreement to 2030, together with upgrades to in-store WiFi and cyber protection.   across 150 locations. • Other notable customer wins included: RAC – managing inbound customer calls. Bosch – providing business voice services in both the UK and mainland Europe – a truly pan-European win.   users and 160 locations. Our shift to a new go-to-market operating model focused on Secure Networking, Cyber, Collaboration and Customer   growth potential for Gamma Enterprise across our core markets. Case study Providing the Platform Behind TUI’s Customer Experience Transformation TUI Group appointed Gamma as their strategic partner to migrate their Avaya contact centre to cloud-based Amazon Connect. A joint global engineering team brought together specialist expertise from multiple regions to deliver the project. TUI aimed to replace a complex and costly on-premise setup with a single cloud-based platform to improve  customer experience across its  The successful move to the new Contact Centre as a Service platform  given regional teams greater autonomy to adapt services to local needs. Customer satisfaction has improved through faster issue resolution, greater reliability and the introduction of proactive service enhancements.    Gamma is a trusted partner, delivering reliable, innovative communication solutions that help us stay connected and responsive to our customers. Their service enables seamless collaboration and supports our commitment to exceptional customer experiences.” Julia Sockett, Head of Customer Solutions, TUI 22 Gamma Communications plc Annual Report and Accounts 2025 #### Business Unit performance continued ![]() Case study Delivering Scalable Microsoft Teams Voice Services to DWP With c.100k Microsoft Teams users  & Pensions has one of, if not the largest, Microsoft Teams deployments in the UK. After evaluating multiple vendors, the DWP selected Gamma’s Teams Direct Routing solution to deliver reliable, scalable voice services  Choosing Gamma and moving  department over £2m per year once the programme is fully implemented. The solution also ensures robust support and technical expertise for such a large-scale deployment. With Gamma, we knew we’d be    Matthew Walton, Lead Product Manager forUnied Communications, Department for Work & Pensions Following a referral from AWS, Gamma was selected to support this strategic programme. Gamma implemented a cloud-based platform for voice, chat and digital interactions, along with enhanced management information to better understand customer needs. The new omnichannel platform has streamlined operations, reduced   strengthened customer sentiment and provided E.ON with greater operational insight and a scalable foundation for future requirements. Impressive isn’t the word, frankly, with the way they managed to facilitate the meeting of our deadlines, it was outstanding.” Sam Charlton, Product Manager, E.ON Case study Enabling E.ON’s Contact Centre Modernisation E.ON is a major European energy provider, serving c.47m customers where reliable contact centre operations are essential  As part of a wider transformation project, E.ON sought to replace fragmented systems, long wait times and limited insight into customer behaviour with   23 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() • Secure, predictable connectivity • Single point of end-to-end ownership across provisioning, billing, service assurance and regulatory compliance • Specialist, customer-focused support who are easy to do business with • Carrier capability key to enabling external phone calls • Meets market, regulatory and technical requirements • Provides secure and reliable global reach • Gamma provides its own and partner products and services, augmented and tailored for partners and end users • All products accessible via Gamma’s easy-to-use portal and plugged into the Gamma telecoms network • Enables rapid addition of new products TELECOMS NETWORK OPERATOR BUSINESS COMMUNICATIONS SOLUTIONS QUALITY OF SERVICE ### Gamma’s unique ### position #### Inputs How we create valuePartnerships #### Financial strength #### and resilience • 89% recurring revenue • Strong cash generation • Capital light • Predictable returns • Enhanced shareholder returns #### Leading positions in #### structural growth markets • Technology advancement forces upgrades and migration #### Strong governance • Regulated calling infrastructure #### Own telecoms network #### Comprehensive product #### portfolio High-quality, skilled and #### experienced people #### Delivering essential business communications via an #### extensive distribution network and our own telecoms #### network, connecting major technology vendors with #### SMEs and enterprises across Western Europe. Partnerships with best of breed global technology vendors 24 Gamma Communications plc Annual Report and Accounts 2025 #### The Gamma business model ![]() #### Local distribution reach Stakeholder value creation #### Shareholders We communicate openly and regularly, so investors have visibility of our  long-term growth, disciplined capital allocation and shareholder returns. #### Employees We create a safe, inclusive and supportive workplace, where our people  ongoing dialogue, acting on what we hear to strengthen culture, wellbeing  #### Customers We provide reliable, high-quality communications services and help our customers grow though strong support and long-term partnerships. We stay close to their needs, using feedback to guide improvements to our products and services that simplify their experience and support their needs as their businesses evolve. #### Suppliers We build strong, responsible relationships with suppliers and global technology partners, ensuring ethical practices, reliable supply and shared innovation. We maintain high procurement standards and work together to support sustainable long-term growth. #### Communities We contribute positively to the communities we operate in, and act responsibly, in line with our purpose and values. Charitable giving, volunteering and programmes that promote education, inclusion and positive impact all  Read more Page 44 #### Direct sales • Online to SMEs • Large Corporates and Public Sector #### Indirect channel • SMEs via Channel Partners • Service Provider Gamma’s customer distribution reach across Western Europe Governance reportStrategic report Financial report Additional information 25Gamma Communications plc Annual Report and Accounts 2025 ![]() KPI 1 #### Revenue £645.8m+11% 2025 £645.8m 2024 £579.4m 2023 £521.7m Revenue from sales to all customers. Our progress Revenue has grown in the year underpinned by our recent German acquisitions. Strategic focus Gamma monitors growth in revenue as it shows how successful Gamma has been in expanding its markets and growing its customer base. KPI 2 #### Gross prot £348.2m+16% 2025 £348.2m 2024 £300.3m 2023 £267.2m Revenue less cost of sales. Our progress  exceeding revenue due to the higher gross margins of our recent German acquisitions. Strategic focus   #### Financial KPI 4 #### Adjusted EBITDA £141.7m+13% 2025 £141.7m 2024 £125.5m 2023 £114.3m   Our progress Adjusted EBITDA has continued to grow underpinned by our recent German acquisitions. Strategic focus   The assessment of our KPIs, their link to our strategy, movement in the year and #### their progression are described here. ### Measuring ### our progress KPI 3 #### Gross margin 53.9%+2.1% 2025 53.9% 2024 51.8% 2023 51.2%  Our progress Gross margin has increased on the prior year due to the higher gross margins of our recent German acquisitions. Strategic focus  26 Gamma Communications plc Annual Report and Accounts 2025 #### Key performance indicators ![]() KPI 5 #### Adjusted PBT £119.4m+7% 2025 £119.4m 2024 £111.9m 2023 £97.9m  adjusting items, amortisation arising from business combinations  Our progress Adjusted PBT has grown at a lower rate than Adjusted EBITDA due  acquisition, which has resulted in the Group moving from a net  Strategic focus Adjusted PBT includes all income and costs except taxation and  performance of the Group. KPI 7 #### Adjusted cash generated by operations £131.8m+9% 2025 £131.8m 2024 £120.4m 2023 £123.7m   Our progress   Adjusted cash generated by operations has increased on the prior year due to the cash generated by our recent German acquisitions. Strategic focus Adjusted cash generated by operations is a measure of the underlying quality of Gamma’s earnings. It underpins the ability   KPI 6 #### Net debt/cash £(9.3)m #### Not meaningful 2025 £(9.3)m 2024 £153.7m 2023 £134.8m Cash and cash equivalents less borrowings at the end of the year. Our progress The Group has moved to a Net debt position following the acquisition of Starface in February 2025 for £152.2m and returns to shareholders through the share buyback of £45.1m in 2025 and the payment of £18.9m of dividends in the year. Strategic focus  which the Group has undrawn borrowings on the RCF of £97.0m. KPI 8 #### EPS (fully diluted) 69.3p-4% 2025 69.3p 2024 72.0p 2023 54.9p Earnings after tax divided by the fully diluted number of shares. Our progress   Strategic focus Long-term growth in EPS (fully diluted) is a fundamental driver  27Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() KPI 9 #### Adjusted EPS (fully diluted) 94.5p+11% 2025 94.5p 2024 85.1p 2023 75.1p Diluted EPS with earnings adjusted to exclude exceptional and other adjusting items, amortisation arising from business combinations, the unwinding of discounting on acquisition-related liabilities and  Our progress Fully diluted Adjusted EPS has continued to grow, the growth rate  Strategic focus Fully diluted Adjusted EPS is a measure of how successful we are in our strategy and ultimately how Gamma increases value for its shareholders. KPI 10 #### Recurring revenue 89% 0% 2025 89% 2024 89% 2023 89% The percentage of revenue recognised over time out of total  Our progress  Strategic focus Recurring revenue gives an indication of future performance  #### Financial continued KPI 11 #### Return on capital employed (“ROCE”) 27.8% 0.3% 2025 27.8% 2024 27.4% 2023 n/a  items and amortisation arising from business combinations as   Our progress This is a new KPI in the period and we have presented a 2024 comparative to aid understanding. We have presented the comparative on a pro forma basis to aid comparability of the periods. See section APMs for explanation on pro forma. Strategic focus  the capital we employ. KPI 12 #### Scope 1 and 2 carbon emissions 479.3 #### tCO 2 e \* -24% 2025 479.3 tCO 2 e 2024 631.0 tCO 2 e 2023 n/a Scope 1 and 2 carbon emissions on a market tCO 2 e basis. Our progress We have made positive progress in reducing scope 1 and 2 emissions and are on course for our near-term objective of net-zero scope 1 and 2 emissions by 2030. Strategic focus The Group is committed to a material reduction in Scope 1 and 2 carbon emissions as part of the progress to becoming net zero  \* Tonnes of CO 2 equivalent. 28 Gamma Communications plc Annual Report and Accounts 2025 #### Key performance indicators continued ![]() PM 1 #### UK Cloud seats 1,087k+5% 2025 1,087k 2024 1,040k 2023 954k Number of UK billed seats at the end of the year on our Cloud PBX products (Horizon, iPECS, PhoneLine+ and CircleLoop). Our progress Continued growth on Cloud products. Strategic focus Growth in this metric demonstrates the ability of the sales force  PM 2 #### UK SIP PBX Trunks 892k-4% 2025 892k 2024 932k 2023 1,019k Number of UK SIP channels enabling traditional hardware PBX  Our progress SIP PBX channels have started to decrease due to the move to Cloud. Strategic focus Decline in this product represents a move towards Cloud and an opportunity to increase revenue through the migration to our  PM 3 #### UK SIP Cloud Trunks 522k+9% 2025 522k 2024 481k 2023 398k Number of UK SIP channels enabling a non-Gamma Cloud PBX at the end of the year. Our progress Continued growth as we support voice enablement across the market. Strategic focus Growth in this metric demonstrates that Gamma can create value through our voice enablement capability, even when a non-Gamma Cloud PBX is chosen as the end user solution. #### In addition to its key performance indicators, Gamma also tracks performance against additional metrics that #### further assist in measuring progress. PM 6 #### R&D spend £38.6m+22% 2025 £38.6m 2024 £31.7m 2023 £29.1m The sum of research costs expensed through the Consolidated  in intangibles during the year (which excludes any impairment charge). Our progress We have continued to invest in research and development, organic increase of 14%. Strategic focus New and continued development on our products contributes to overall growth, alongside key partnerships. PM 5 #### UK network availability 100% \* +0% 2025 100.0% 2024 100.0% 2023 100.0% Availability of UK strategic platforms. Our progress The network has continued to have strong availability throughout the year. Strategic focus Having a stable, available network helps to attract and retain customers. PM 4 #### UK Microsoft Teams users 555k+19% 2025 555k 2024 467k 2023 429k Number of Microsoft Teams users who are voice-enabled, either through Operator Connect or Microsoft Teams Direct Routing. Our progress Continued growth. Strategic focus Growth in this metric demonstrates that Gamma can create value through our voice enablement capability, even when Microsoft Teams is chosen as the end user solution. #### Performance \* UK core network 99.999% rounded. 29Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Overview Gamma increased revenue by 11% to   Adjusted EBITDA by 13% to £141.7m (2024:   before tax decreased by 8% to £87.7m (2024: £95.6m). EPS (fully diluted) decreased to 69.3p (2024: 72.0p) while Adjusted EPS (fully diluted) increased by 11% (2024: 13%) to 94.5p (2024: 85.1p). We assess the performance of the Group using a variety of alternative performance measures (“APMs”). Further explanation of these APMs, including reconciliations from the most directly comparable IFRS measures, is in the APM section on pages 173 to 177. #### Revenue and gross prot Revenue increased by 11% to £645.8m   growth was driven by our German business, in particular our acquisitions of Placetel and  they delivered double-digit revenue growth\*. Our UK performance was resilient despite the challenging UK business environment. As expected, the UK SME component of Gamma Business was impacted by   by a net c.£4m, while Gamma Enterprise experienced near-term competitive ethernet  by c.£2m. Together these reduced UK gross   operations, we completed a restructuring programme in H2 2025 that will deliver annual operating expense savings of £7m from FY 2026. The performance of each Business Unit  Unit performance on pages 18 to 23. #### Adjusted PBT £119.4m +7% Grew from £111.9m to £119.4m #### Prot before tax £87.7m -8% Fell from £95.6m to £87.7m following £10.6m of exceptional items. #### Return on Capital Employed 27.8% +0.4% Grew from 27.4% to 27.8% #### EPS (fully diluted) 69.3p -4% Fell from 72.0p to 69.3p #### Adjusted EPS (fully diluted) 94.5p +11% Grew from 85.1p to 94.5p #### Adjusted cash generated #### byoperations £131.8m +9% Grew from £120.4m to £131.8m #### Adjusted cash conversion 93% -3% Fell from 96% to 93% #### Net (debt)/ cash (£9.3m) Decreased from £153.7m to (£9.3m) #### Revenue £645.8m +11% Grew from £579.4m to £645.8m #### Gross prot £348.2m +16% Grew from £300.3m to £348.2m #### Recurring revenue 89% Flat at 89% #### Adjusted EBITDA £141.7m +13% Grew from £125.5m to £141.7m 30 Gamma Communications plc Annual Report and Accounts 2025 #### Financial review ### Signicant growth driven by ### strong German performance #### Bill Castell  \* On a pro forma unaudited historical GAAP basis against 2024. ![]() #### Operating expenses Operating expenses grew from £210.0m in 2024 to £257.3m. We break these down as follows: 2025 £m 2024 £m Increase/ (Decrease) £m % Operating expenses excluding research and development costs, depreciation, amortisation  187.3 156.5 30.8 +20% – Gamma Germany 55.5 19.4 36.1 +186% – UK (Gamma Business and Enterprise) 110 .7 110 .4 0.3 0% – Other Europe 13.6 14.0 (0.4) (3%) – Central 7.5 12.7 (5.2) (41%) Research and development costs 19.4 19.7 (0.3) (2%) Depreciation and amortisation (excluding business combinations) 21.4 20.4 1.0 +5% Amortisation arising due to business combinations 18.6 13.4 5.2 +39% Exceptional items 10.6 – 10.6  Total operating expenses 257.3 210.0 47. 3 +23% Operating expenses excluding research  amortisation and exceptional items increased by £30.8m (20%), comprising  • German costs increased by £36.1m (186%) to £55.5m (2024: £19.4m) following the acquisitions of Placetel in September 2024 and Starface in February 2025, compared  Excluding these acquisitions, the costs of our German business otherwise increased  as we completed a small amount of restructuring to integrate our German sales force and we undertook limited recruitment to support our enlarged German business. •   impact of the acquisitions of BrightCloud and Allnet. On an organic basis, operating expenses decreased by £3.3m (a 3% decrease in line with a 3% organic gross   the impact of the increase in employer’s NI  • Central costs, excluding the exceptional items discussed below, decreased by £5.2m to £7.5m (2024: £12.7m) for three primary reasons. Firstly, acquisition- related professional fees not deemed as exceptional reduced by £2.5m to £0.3m. Secondly, a net gain of £1.6m (2024: £0.8m loss) on mark to market movements on USD forward exchange contracts and the foreign exchange movement on Placetel deferred consideration, reduced central costs by £2.4m. Finally, a net contingent consideration release of £1.9m (2024: £1.3m) related to the Satisnet, Pragma and BrightCloud acquisitions, reduced central costs by £0.6m. Research and development costs decreased £0.3m (2%) to £19.4m (2024: £19.7m). The acquisition of Starface increased research and development costs by £0.5m, without which costs reduced by 4%. Depreciation and amortisation on tangible and intangible assets (excluding business combinations) increased to £21.4m (2024: £20.4m), driven by an increased level of leased right-of-use assets from Starface and Placetel. Amortisation of intangibles arising due   higher level of acquired intangible assets, principally from the Starface acquisition, as well as the full-year impact of amortisation on the Placetel intangible assets. #### Exceptional items  exceptional in the year (2024: £Nil) given their size and nature, totalling £10.6m (2024: £Nil). These were the costs associated with the  costs incurred in the Group’s move to the Main Market of the London Stock Exchange of £2.2m and costs of £3.3m incurred in completing a UK restructuring in H2 2025. These were previously highlighted at the 2024 Full-Year results presentation on  results presentation on 9 September 2025. The cash cost of these items in the year was £9.4m (2024: £2.7m), with the remainder payable in 2026. Starface acquisition costs  scale and so the Group incurred material   contingent success fees, and costs incurred to cap the amount of GBP potentially payable given the acquisition consideration was Euro denominated and subject to German regulatory approval. Costs associated with the move to the Main Market of the London Stock Exchange The Group’s move of its listing from the AIM   costs, comprising adviser and admission fees. Restructuring costs  operations, we completed a UK restructuring programme in H2 2025 which resulted in  deliver annual operating expense savings  Gamma Enterprise from FY 2026. 31 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Financial review continued #### Adjusted EBITDA Adjusted EBITDA grew from £125.5m to £141.7m (13%) driven by our recent German acquisitions, which performed strongly.    Group, they have relatively higher operating expenses. Excluding acquisitions, Adjusted    from a net contingent consideration release of £1.9m (2024: £1.3m) related to the Satisnet, Pragma and BrightCloud acquisitions, following an assessment  related thresholds and the expected timing of such payments. There was also a net gain of £1.6m on mark to market movements on USD forward exchange contracts and the foreign exchange movement on Placetel deferred consideration. We have excluded this net gain from Adjusted EBITDA, treating it as  external market factors and not the  We continue to exclude the costs of the implementation of the new UK Finance ERP system from Adjusted EBITDA. We have recorded them as an other adjusting item as the total cost of c.£3m for the implementation across 2024 and 2025 was considered   implementation is now completed in the UK, with the new Finance ERP in use in 2026. In the medium term, we also plan to implement the new Finance ERP system in our German operations which will facilitate synergies in the long term. Prot before tax and #### Adjusted PBT  £87.7m (-8%) while Adjusted PBT grew from £111.9m to £119.4m (7%). Adjusted PBT was similarly impacted by  above. It grew less than Adjusted EBITDA   holdings and a drawdown on the Revolving Credit Facility (“RCF”) to fund the acquisition of Starface in February 2025. This led to a corresponding £4.2m reduction in interest income and £3.5m increase in interest expense. Interest on borrowings resulting from the RCF was £2.6m (2024: £Nil).  £10.6m of exceptional costs incurred in the year and an increase of £5.2m in amortisation of intangibles arising due to business combinations following the Starface acquisition, as previously described. #### Taxation  (2024: 27%). This was higher than the 25% statutory UK average rate due primarily to professional fees incurred on the Starface acquisition and the move to the Main Market that were not deductible in determining  generated in Germany that were taxed at a  recognition of a successful £1.9m historical multi-year patent box claim and assumption true ups following the submission of the 2024 UK tax computations. #### Net debt, nancing #### and cash ows As at 31 December 2025, the Group had Net debt of £9.3m (2024: Net cash £153.7m). Net debt comprises borrowings of £33.0m (2024: £Nil) less cash and cash equivalents of £23.7m (2024: £153.7m). In January 2025, the Group agreed a three-year £130m multicurrency RCF, with an option to extend for a further year. Net of repayments, £33m was drawn down during the year, of which £30m was initially drawn  Starface acquisition. Cash generated by operations was £115.1m (2024: £116.8m). This reduction was after the  exceptional items previously described and    from our Placetel and Starface acquisitions. The increase in working capital cash  of Starface maintenance revenues where the billing and cash collection took place prior to acquisition and so formed part of Net cash used in investing activities rather than cash generated by operations. Working capital was also impacted by   Adjusted cash generated by operations,   and the Starface and Placetel working capital matters described above, increased by £11.4m to £131.8m (2024: £120.4m). Adjusted cash conversion remained strong at 93% (2024: 96%).  cash generated by operations after capital spend and taxes paid (both as described below), increased by £3.5m to £80.8m (2024: £77.3m), funding amongst other things, £64.0m of returns to shareholders. Taxes paid increased to £26.7m (2024: £23.9m). This includes a £1.9m partial payment of the tax liabilities acquired with Starface as well as amounts related to Starface’s 2025 post acquisition trading. The primary cash items which are not directly related to trading were: •  acquisitions net of cash acquired (2024: £15.4m). This comprises £152.2m for the acquisition of Starface (net of cash acquired of £14.8m and including the repayment of borrowings acquired of   acquisition of Allnet (net of cash acquired of £1.4m) and £1.5m for the acquisition  deferred consideration paid for Placetel and BrightCloud and £0.1m of other contingent consideration payments. • £45.1m of own shares were repurchased as part of the share buyback programme announced in March 2025 (2024: £27.3m) and £18.9m was paid as dividends (2024: £17.3m). This totals £64.0m (2024: £44.6m) of cash returned to shareholders. • £33.0m of the RCF was drawn down net   acquisition of Starface and the share buyback. • Capital spend was £24.3m, which is an increase from £19.2m in 2024. This is discussed below. • £5.1m of lease liability repayments, which increased from £3.3m in 2024 primarily due to the new leases acquired with acquisitions. • £3.0m of interest and costs paid on  £2.3m of interest received on cash and cash equivalents. This net interest payment of £0.7m compares to a net interest receipt  a Net cash to a Net debt position following the acquisition of Starface. 32 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Capital spend Capital spend in 2025 was £24.3m (2024: £19.2m), which is 3.8% (2024: 3.3%) as a percentage of revenue. This is broken down as follows: • £19.2m on the capitalisation of development costs incurred during the year (2024:  development costs from Starface following its acquisition and the full year impact of development projects which commenced in 2024. This includes the development of the Channel Partner Portal and enhancements to our voice applications. • £4.8m on the core network, including increasing capacity as well as computer   • £0.3m with third-party software vendors for the software which underpins our Cloud products (2024: £1.8m). Adjusted EPS (fully diluted) and #### EPS (fully diluted) Adjusted EPS (fully diluted) increased from 85.1p to 94.5p (11%). This increase was primarily driven by Adjusted PBT growth of 7% as previously described, supplemented  2025 and 2024. As explained in the later APM section, we have amended Adjusted EPS (fully  historical multi-year patent box claim of £1.9m recognised in the year, given its  current period trading performance. EPS (fully diluted) decreased from 72.0p to 69.3p (4%    #### Return on capital employed #### (“ROCE”)   we deploy. It is an important measure of  2025. ROCE for 2025 was healthy at 27.8% (2024 pro forma: 27.4%). Pro forma explanation included in the APM section. #### Acquisitions The acquisition of Starface in February 2025 was the main driver of a £207.5m increase in intangible assets from £189.3m to £396.6m. This included acquisition- related intangible asset additions of £198.0m comprising customer relationships intangibles of £87.7m, development cost intangibles of £14.9m, brand intangibles of £6.6m and goodwill of £88.8m. The smaller acquisitions of Desatel and Allnet contributed a further £4.3m of intangible assets. In addition, £34.0m of deferred tax liability was recognised on acquired Starface intangible assets. As at 31 December 2025 the acquisition of Starface had also increased Group contract liabilities by £5.8m (which include the deferred maintenance revenue amounts referred to previously), leased right-of-use assets by £5.9m, lease liabilities by £6.1m  trade and other receivables by £4.6m and trade and other payables by £3.7m. #### Share buyback In total 3,736,038 ordinary shares were acquired by the Company for an aggregate £45.1m over the course of the H1 2025 share buyback. This represented approximately 4% of the Company’s ordinary share capital at commencement  cancelled resulting in a £45.1m reduction in retained earnings. #### Dividends    dividend policy we have applied in respect    register as at 5.00pm on Friday 29 May 2026. #### Capital allocation policy Gamma has a strong balance sheet and a high level of recurring revenues. It continues  with liquidity supported by its £130m   Company is committed to maintaining   while also balancing investment in the development of the business and selective M&A, as appropriate. In January 2026, following a review of the Company’s capital structure, liquidity and cash generation, the Board announced  within existing shareholder authorities of   FY 2027, returning up to £85m in aggregate. In parallel, the Board also announced that   The intended dividends would continue   dividend would be the interim dividend declared alongside the 2026 interim results in September 2026. The Board will continue to keep its capital allocation policy under review. It’s been a pleasure to work at Gamma. I’d like to thank my colleagues for their support and hard work, and I wish the Company every future success. #### Bill Castell  23 March 2026 33 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() This section describes the #### principal risks that could have a material adverse impact on the #### Group and how those risks are #### identied, evaluated, mitigated #### and managed. #### How Gamma manages risk Gamma operates a well-established and integrated risk management framework that supports informed data-driven decision- making across all areas of the business. This framework ensures a consistent approach to assessing risks and implementing proportionate controls. Risk management is embedded throughout the organisation and is supported by a centrally coordinated process. Dedicated personnel apply a standardised methodology to evaluate risks based on their likelihood and potential impact on  are implemented. A centralised risk register, captures all  the status of current controls and associated action plans. Risks are categorised and aligned with Gamma’s business priorities to ensure appropriate visibility and oversight. Accountability for risk ownership is clearly  implementing controls and treatment plans  The severity of a risk determines the level at which it is owned ensuring the owner has the appropriate authority to respond to  The Company continues to build a risk aware culture through ongoing education and training, encouraging all employees  There are clear lines of accountability  leadership team with reporting lines to the CEO and ultimately the Board. #### Risk governance The Board holds ultimate responsibility for establishing and overseeing the Group’s risk management policy and framework. This includes fostering a strong risk management culture within the organisation   Board has completed its annual assessment of the emerging and principal risks, with  February 2026. To support its oversight, the Board has delegated to the Audit & Risk Committee, chaired by Charlotta Ginman (Independent Non-Executive Director), the responsibility to oversee the Group’s risk management  comprises two additional Independent Non-Executive Directors, and both the CEO and CFO have a standing invitation to attend. It generally meets four times per year and coordinates with other Board Committees where necessary. In addition to this ongoing oversight, the Board undertakes a comprehensive deep dive into the Group’s  The Audit & Risk Committee’s key responsibilities, in relation to risk management, are to ensure and advise  •  Group’s risk management and internal control framework. • The nature and extent of the principal and emerging risks faced are understood and  mitigated, along with determining the overall risk appetite. • The embedding of a risk aware culture throughout the organisation.  management of risk related to information security (ISO 27001), business continuity (ISO 22301) and environmental management (ISO 14001). In addition, Gamma holds Cyber Essentials Plus accreditation, providing independent  cyber security controls. These frameworks are also supported by associated policies, including anti-bribery and corruption,  ethical behaviour and wider social and governance matters. There is also a whistleblowing policy in place to support our externally facilitated whistleblowing service. #### The risk management process  management process within its broader governance framework. The process follows four simple steps: Identication – All employees are encouraged to identify and document risks as part of their daily activities and  this at every organisational level. Risk  employee detects a risk, or proactive, through structured risk workshops  Executive Committee will raise and discuss risk within various regular forums ensuring risk is an embedded business process. Assessment – Risks are assessed by  likelihood, which when combined will provide a severity rating (Minor, Moderate,  used for assessing risks are reviewed annually by the Audit & Risk Committee. During the year, we enhanced our risk management framework by adopting more sophisticated risk rating terminology (moving away from Low, Medium or High), aligning with best practices among listed companies to provide clearer insight into risk exposure and mitigation priorities. Risk response – Following assessment, an appropriate risk response must be taken to reduce the risks faced by the  One of the following risk responses will be implemented: treat, tolerate, avoid  Monitoring, reporting and escalation – Risk owners, supported by the Group risk team, regularly review the risk registers to monitor the status of the risks,  against action plans. Material risks are presented to the Audit & Risk Committee on a quarterly basis, ensuring ongoing oversight and escalation where necessary. Unpredictable and #### signicant events Where highly unpredictable and high impact risks (sometimes referred to  managed through Gamma’s risk management process and are closely monitored by the relevant teams. Assessment and mitigating actions are taken at the pace of the event to ensure  review occurs to ensure the Company learns and adjusts its risk framework where appropriate. 34 Gamma Communications plc Annual Report and Accounts 2025 #### Risk management ### Understanding therisks ### that aect the Group ![]() #### Risk management framework The Group’s risk management approach  at all levels. Where possible, mitigation strategies are implemented to reduce overall risk exposure in alignment with  #### Risk responsibilities Gamma’s Executive Committee (“ExCo”)  which include principal risks and material business risks. They are supported by Gamma’s Senior Leadership Team (“SLT”) ensuring risk is embedded across operational and strategic levels of  Principal Risks Risk Appetite Action plan, controls or project Business Risk Owned by ExCo Owned by ExCo or SLT Down: Risk policy, framework appetite statements, and matrix Up: Risk management reporting 35Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information #### Risk appetite The level of risk that is accepted when achieving strategic objectives has been determined by the Board and is reviewed annually. The Board establishes a view on risk appetite for each principal risk, considering both the appetite to accept risk and the required level of investment in implementing controls to manage  Risk identication Risk response Risk assessment R isk monitoring, r eporting and escalation Audit & Risk Committee ExCo Risk Review ExCo Business Review Governance Committees • Data protection • Pricing • Supplier • Security 2 Risk management fr amework 1 4 3 Risk management process Governance forums to support the risk management process ![]() #### Emerging risk 1 Emerging risk 2 Our business is subject to #### various risks and uncertainties. #### In the subsequent pages, we #### have outlined the risks that #### wecurrently consider most #### signicant to Gamma’s #### business and performance. #### Changes in the year Principal risk Our main risks remain the same; however, “Inability to maximise M&A opportunity” is now called “Transformation, Change and  from large M&A toward organisational transformation. Integrating acquisitions    the revised focus. We regularly assess principal risks to   shifts – increased due to challenging macroeconomic factors and heightened competition, prompting greater focus and investment to address it. Principal risks – including talent acquisition and retention, data loss and cyber attacks, and legal non-compliance in telecommunications – have received increased attention due  However, these changes are not considered to have raised the overall risk level. Emerging risk The Group’s ongoing risk management  evaluation of emerging risks, and assessing their impact on the business. This is achieved through operational risk assessments and various horizon scanning initiatives. During the year both the Audit & Risk Committee and Board reviewed the emerging risks facing the Company. Macroeconomic and geopolitical uncertainty was recognised as a business risk and is now monitored in line with Gamma’s risk management framework. Climate change Gamma recognises that the impacts  complex and wide-ranging and continues  of proactive measures, climate change could develop into a principal risk in the future, particularly given the evolving and potentially diverging regulatory environments across the Group’s operating regions. Although currently assessed as a lower risk, Gamma acknowledges that the likelihood of acute weather events disrupting facilities, infrastructure and supply chain operations  To strengthen its understanding, Gamma plans to complete a second climate scenario analysis in 2026. This will provide data-driven insights to better assess the    The transition to a low-carbon economy  Gamma has taken into account. Gamma remains committed to addressing environmental risks proactively and safeguarding long-term business resilience.  the ESG Committee and in Gamma’s strategies, which include climate risk assessments, emissions reduction targets (integrated into the LTIP), and initiatives to reinforce supply chain resilience. Further detail can be found in the TCFD report  Articial Intelligence (“AI”) Gamma is leveraging AI in some products and partnerships with big technology companies are opportunities to further capitalise on this technology. AI is monitored from the following two perspectives: • Increased fraud and cyber attack driven by generative AI toolsets. Traditional controls will need to be bolstered to ensure we are able to cope with new threats as they become better understood. • New entrants to the market developing generative AI products that outperform our products in the market or commoditise the market to be predominantly price driven. Both are enabled by the acceleration of AI adoption and availability. Although possible, the level of research and development required to do so would be substantial and likely to be prohibitive. 36 Gamma Communications plc Annual Report and Accounts 2025 ### Gamma’s principal risks andhow ### they are mitigated #### Our principal risks ![]() #### Principal risks The Board, supported by the Audit & Risk Committee, conducts an annual assessment of the Group’s principal risks, considering both emerging and evolving threats. The table below provides a summary of these risks, their strategic relevance and potential impact. #### Emerging risk 3 Aligning workforce strategies to developing AI capabilities The rapid adoption of AI is reshaping workforce requirements and creating   remains a priority as we adapt to evolving technologies. Gamma continues to monitor this risk through proactive workforce planning, succession initiatives and engagement programmes designed to support long-term capability development. Gamma considers this both a potential opportunity and a risk. We will invest in   our workforce. 37 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Principal risks Strategic relevance Risk score Trend 1 Existing routes to market and product strategy not aligned to changing customer buying behaviours and needs Major 2 Slow responses to shifts in the competitive landscape, leading to a decline in market share Major 3 Data loss and cyber attacks Major 4 Inability to attract and retain talent  5 Unplanned service disruption  6 Legal and regulatory non-compliance in the telecommunications market  7 Transformation, Change and Integration Risk (previously known as Inability to maximise M&A opportunities)  8 Over-reliance on any single supplier Moderate ![]() Major Major 2 Slow responses to shifts in the competitive landscape, #### leading to a decline in market share Potential impact If the Company loses its competitive edge, in terms of product, pricing strategy and service development, then its plans for revenue growth and market position may be negatively impacted. This would be caused by the loss of its customers and a diluted addressable market. Mitigating actions • Gamma continually gathers market insight to ensure that its products, marketing and customer service remains closely aligned with evolving market demands and adoption of relevant technologies. • The company actively monitors third- party product development to enable rapid adoption and timely market entry. • Regular ExCo level Business Unit reviews are conducted to assess performance and ensure strategic objectives are met. Changes in the year It remains challenging to measure the impact of ongoing macroeconomic uncertainty due  UK and European economies, as well as  likelihood of this risk has grown, primarily because weaker UK performance – driven  in traditional telephony services – has become more pronounced. Although growth in Germany helps balance some of these challenges, the increased risk indicates  restoring overall growth in the UK. Opportunities Looking further forward, we expect continued strong growth in Germany, and in the UK we are implementing a combination of growth initiatives and cost reductions to   Adjusted EBITDA performance. We are also expanding into new international territories to grow adjacent markets. Risk trend:Risk score: Strategic link: Risk owner: Chief Product and  Potential impact Gamma’s inability to adapt to market changes in a timely manner could limit its opportunity to grow, as the business needs to have access to the largest possible proportion of its target audience for each of its key products and services. If new routes  successfully, this could result in competitors gaining market share. Additionally, if Gamma fails to deliver against market demands, products are likely to become unattractive to existing and prospective customers resulting in lost revenue and market share. Mitigating actions • Gamma continually reviews the   • The Company routinely assesses   • Gamma regularly evaluates its portfolio  based on market demands. • The business maintains a two-way dialogue with its customers to understand their needs, primarily via feedback from direct customer and wholesale Channel Partners. Changes in the year Throughout the year, we have enhanced our proposition by launching new initiatives such as PhoneLine+ and Webex, reinforcing our dedication to innovation and superior customer experience. The PhoneLine+ product range was expanded with the introduction of eSIM, advanced telephony functionalities for businesses – including integrated voice response – and WhatsApp integration. Additionally, the successful launch of “Webex for Gamma” provided customers with a comprehensive collaboration platform designed to improve  During the year an agreement was made  customer base to O2 Daisy, with Gamma’s remaining UK direct sales channels consisting of digital channels and providing solutions to enterprise customers. Opportunities There is a noticeable shift in how customers want to buy – what they buy, where they buy it from. There is an increasing appetite among Channel Partners to purchase more from us, including services such as security. Customers are requiring more complex communications solutions which we are able to address due to our broad suite of solutions. The new portal is making it easier for Gamma to add new solutions and easier for Channel Partners to consume them for end users. 38 Gamma Communications plc Annual Report and Accounts 2025 #### Our principal risks continued 1 #### Existing routes to market and product strategy not aligned #### to changing customer buying behaviours and needs Risk trend: Risk score: Strategic link: Risk owner: Chief Product and  ### Principal risks ### and uncertainties ![]() Potential impact A major security incident could have a  cases impact Gamma’s commercial position.  Company were found to be in breach of its obligations relating to various regulations e.g. the Telecommunications Security Act (“TSA”), Network and Information Systems Security (“NIS2”) or the General Data Protection Regulations (“GDPR”). Large- scale and complex cyber attacks, such as ransomware attacks, may become more frequent and severe as hackers, data thieves and other threat actors are becoming increasingly sophisticated in using techniques and tools, including AI,  detection and remove forensic evidence. Mitigating actions • Regular penetration testing and continuous compliance checks are conducted across critical infrastructure. • Integrated security behaviours training is embedded across the organisation. • Ongoing investment in Gamma’s cyber security strategy will continue to advance threat detection and controls. • Adherence to ISO 27001 and National Cyber Security Centre Essentials Plus is continually reviewed to ensure compliance with best practice. • Gamma actively participates in industry forums to stay informed about emerging threats and evolving security trends. Changes in the year The transition from AIM to the Main Market combined with Gamma’s role as critical national infrastructure has elevated its  heightens the risk of targeted cyber threats. During the year UK experienced two of its most disruptive cyber incidents in recent years, with Jaguar Land Rover and Marks  impactful ransomware attacks. Although  shared common characteristics: sophisticated threat actors, prolonged  impacts, and notable supply chain and customer facing consequences. This year, we enhanced security by  environments and Gamma applications.  European security controls, advancing toward NIS2 and ISO 27001 compliance.  to an uptick in disruptive cyber incidents,   identity security controls. We also introduced external vulnerability scanning capabilities   through a Secure by Design approach in product and system development. Opportunities Looking ahead, aligning security controls with NIS2 and ISO 27001 across Europe  strengthen our overall security posture  will enable us to build on the progress   management and identity protection. These  also improve resilience against evolving cyber threats, supporting long-term operational stability and trust. 39 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Risk trend: Increasing Stable Decreasing #### Our principal risks key Strategic link: Maximise legacy revenues while migrating customers to modern platforms Grow the core business Expand into adjacent markets Enhance operational eciency Major 3 #### Data loss and cyberattacks Risk trend:Risk score: Strategic link: Risk owner:  Deliver exceptional customer service ![]() Potential impact If any of Gamma’s services are disrupted, and therefore unavailable to its customers, for any material length of time, it could result  Mitigating actions • Gamma maintains a comprehensive governance framework to manage the availability, resilience and performance of services across all operations. • Robust business continuity planning and disaster recovery plans are in place for all critical areas. •  actively maintained and regularly tested  Changes in the year Over the past year, Gamma enhanced   resilience. We also acquired a top automated tool for rapid Microsoft Active Directory recovery, ensuring secure    operational continuity, risk management and  Opportunities  for Gamma as we place a strong focus on cyber security. Our priority will be to implement robust measures and advanced systems designed to protect critical assets and enable rapid recovery in the event of an incident. This investment will not only strengthen resilience but also position Gamma as a trusted provider in an increasingly security conscious market.  Potential impact Gamma is dependent on its employees    employees. If the Group loses key people, this could have an impact on its ability to deliver business objectives. Mitigating actions • Nurturing talent remains a core priority, supported by robust internal succession plans. • Gamma conducts regular reviews of  and share schemes) to remain competitive within the market place. • Ongoing training, communication with employees as well as annual performance reviews are maintained to promote positive employee engagement. • Employee satisfaction is measured annually through engagement surveys, with anonymous feedback enabling managers to act more swiftly to   Changes in the year In 2025, Gamma adopted a new leadership structure for Germany, including the local people team, enhancing regional decision- making. During the year we streamlined our  collaboration while maintaining local expertise,        risk. However, strong talent availability has   Opportunities An important part of our strategy is to  centralising our operations and standardising processes across the Group. Anticipated growth in Europe and new product opportunities should positively impact our employees and reinvigorate our workforce. 40 Gamma Communications plc Annual Report and Accounts 2025 #### Our principal risks continued  5 #### Unplanned servicedisruption Risk trend: Risk score: Strategic link: Risk owner:  4 #### Inability to attract and retain talent Risk trend:Risk score: Strategic link: Risk owner:  ![]() Potential impact The Company’s activities can be impacted  regulatory or judicial bodies, both domestically and in other non-UK territories within which it operates, the outcomes of which could put Gamma at a competitive disadvantage in its target markets. Legal and regulatory   Mitigating actions • Gamma maintains ongoing monitoring of potential legislative and regulatory changes across all markets. • The Company engages with regulators as appropriate, lobbying where proposed legislative changes could be of material consequence. •  resource is aligned to assess implications and implement necessary controls. • Employees in roles where competition law or anti-competitive risks may arise receive targeted training to ensure compliance and mitigate risk. Changes in the year  progress in strengthening compliance   and regulatory requirements, including preparations for the EU Digital Operational Resilience Regulation (“DORA”) and following up on the implementation of  Directive (“NIS2”) across EU member states.  programme to address the requirements  (“TSA”). The expansion internationally,  regulatory risks that are now emerging  Opportunities As the Company continues to integrate its EU operations, it will enable the sharing of best practice and regulatory compliance across the Group. Adopting Provision 29   strengthen our control environment   Potential impact If Gamma fails to successfully integrate acquisitions and deliver operational  Group, the Company could fail to achieve its strategic goals and realise opportunities for further cost savings. Mitigating actions • Dedicated personnel identify and analyse potential acquisition targets that align with Gamma’s growth strategy, ensuring a  are evaluated through critical reviews against Gamma’s return on investment hurdle rates, as well as their strategic value. • Gamma engages specialist resources and third parties to conduct comprehensive due diligence, negotiation and contractual preparation. Our dedicated transformation team integrates recent acquisitions, ensuring technological alignment and the implementation of standardised processes. • To support corporate governance reform, entity-level controls and common procedures have been established throughout Gamma. • We have appointed a Director of Organisational Change and Performance, who will implement a new operating model and governance framework, fostering   • Executive Committee responsibilities are aligned to any new acquisition to ensure integration, support ongoing development and growth post-acquisition. Changes in the year M&A remains a key enabler to accelerate growth. This gives Gamma access to  capabilities. As Gamma matures, our acquisition strategy has evolved from operating acquired businesses as standalone entities to adopting a more integrated group operating model.  acquisition of Starface in Germany which is our largest acquisition to date. Starface had previously made several acquisitions of its own which remain only partially integrated, increasing complexity. Our initial integration  an integrated sales function to enable cross-selling under the Gamma brand. Opportunities We continue to view M&A as a key tool to complement our organic growth. Our robust business model is underpinned by a high recurring revenue base from solutions that are critical to the businesses that use them, strong cash generation and available liquidity. This leaves us well placed to maximise the M&A opportunity even in challenging macroeconomic times. Our highly cash generative approach will allow us to continue to return cash to shareholders. 41 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information  6 #### Legal and regulatory non-compliance #### in the telecommunications market Risk trend:Risk score: Strategic link: Risk owner:   7 #### Transformation, Change and Integration Risk Risk trend:Risk score: Strategic link: Risk owner:  Risk trend: Increasing Stable Decreasing #### Our principal risks key Strategic link: Maximise legacy revenues while migrating customers to modern platforms Grow the core business Expand into adjacent markets Enhance operational eciency Deliver exceptional customer service ![]() Moderate Potential impact An over-reliance on any single supplier  supplier market-led plans are misaligned with Gamma’s core markets. Failure of key suppliers to perform may   creditability in the business market. Mitigating actions • Gamma regularly reviews and updates   • The Company continues to evaluate build, buy or partner strategies, to reduce dependency on any single supplier. • Ongoing supplier oversight is maintained through regular performance reviews and adherence to service KPIs. • Gamma leverages market insights to track the competitive landscape and anticipate the initiatives of strategic suppliers. Changes in the year Throughout 2025, Gamma has formed  market opportunities across the UK and  become more strategically important. Opportunities Leveraging long-term partnerships with key suppliers across product and technology remains a core strength in our business model. These relationships enable Gamma to broaden its addressable markets and extend its geographical reach. 42 Gamma Communications plc Annual Report and Accounts 2025 #### Our principal risks continued 8 #### Over-reliance on any single supplier Risk trend:Risk score: Strategic link: Risk owner:  Risk trend: Increasing Stable Decreasing #### Our principal risks key Strategic link: Maximise legacy revenues while migrating customers to modern platforms Grow the core business Expand into adjacent markets Enhance operational eciency Deliver exceptional customer service ![]() ### Viability statement ### and going concern #### In accordance with the UK Corporate Governance Code, #### theDirectors have assessed theprospects and viability of #### theGroup and Company. #### Assessment of prospects The Group’s strategic priorities, business model and the long-term structural growth trends of its markets are central to an understanding of the Group’s prospects, details of which can be found on pages 8  The Directors perform an in-depth assessment of the principal risks facing  including those that will threaten its business model, solvency, liquidity or  In addition, the Directors undertake a  and assumptions. Each year the Directors conduct a strategy session reviewing the internal and external environment, the  and opportunities to the sustainable creation of long-term shareholder value.  the Group’s strategy and business model. #### Assessment of viability Viability has been assessed over a three- year period to 31 December 2028. This period is considered appropriate for the following reasons: • The availability of external funding  which, subject to exercising the 12-month extension option, expires in January 2029. • This time horizon is in line with the structure of the long-term management incentives. The Directors consider that the Group has  recurring revenue from solutions that are critical to the businesses which use them  generation. When coupled with a £130m multicurrency RCF and a low level of net debt, this provides the Group with  Group’s long-term plan over the three-year assessment period. As at 31 December 2025, net debt was £9.3m, £97.0m remained undrawn on the facility and leverage was  The Directors’ assessment includes a  Group’s budget and long-term plan, being the most recent board-approved forecasts. The Group’s long-term plan assumes gross  December 2028 and that the RCF 12-month extension option is exercised. It also assumes that in addition to the dividend, £85m is returned to shareholders by way of share buybacks during FY 2026 and FY 2027. The assessment incorporated severe but plausible scenarios aligned to the principal risks and uncertainties set out on pages 34 to 42. We estimated, based on management’s experience and knowledge of the industry, the impact of each of those scenarios on  stress-tested an aggregated scenario based on the following principal risks which we considered to be most relevant to viability and which we assumed would arise in parallel over the three-year period: • Competitive landscape and existing  worsening of macroeconomic conditions in the UK. • Cyber breaches leading to unplanned service disruptions resulting in compensatory payments, loss of revenue  We also conducted reverse stress testing which supported a reasonable expectation that the Group has adequate resources for  All stress testing, including the reverse stress testing, was conducted assuming no incremental cost mitigations other than tax   but plausible downside, the Group would have various cost mitigations available   headcount reductions, or to reduce the size of the share buyback programmes. #### Conclusion The Directors assessed the prospects  provision 31 of the UK Corporate Governance Code, considering the Group’s strategy and business model, and the principal risks to the Group’s future performance, solvency, liquidity and reputation. Through the analysis set out in this viability statement, including the stress testing and given available total liquidity of £120.5m as  they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2028. #### Going concern The viability statement above sets out where information on the Group’s markets, business model, strategy and principal risks, which are relevant to the Group’s going concern assessment, are included. In making its assessment on going concern the Directors have considered: • The principal risks faced by the Group. • The strong liquidity position of the Group – at 31 December 2025 the Group had cash and cash equivalents of £23.5m and £97.0m of the RCF undrawn, providing total liquidity of £120.5m (31 December 2024: £153.7m). The Group has drawn £33.0m of the RCF at 31 December 2025. •   addition to the dividend, £85m is returned to shareholders by way of share buybacks during FY 2026 and FY 2027, including the availability of liquidity and borrowings, as well as covenant compliance. • Sensitivity analysis assessing the impact of severe but plausible scenarios on the going concern assessment period. This analysis is consistent with the scenarios explained in the viability statement and  current borrowing arrangements should  over the going concern period.   resources to continue in operational existence for the foreseeable future,  the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation   43 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() 44 Gamma Communications plc Annual Report and Accounts 2025 ### Maintaining strong stakeholder relationships is essential to ### Gamma’s long-term success #### Shareholders Shareholders are key beneciaries in the value that we create. We are committed to transparent and open engagement with them. Shareholders play an important role in helping to shape our strategy and monitor governance. Key areas of interest • Financial performance • Dividends • Capital allocation • Share price • Strategy • Business model • Behaviours towards other stakeholders including in ESG areas How we engage Our principal means of engaging with our shareholders: • Regular updates given to the market on business performance, made through a regulatory information service, Annual Reports and notices of general meetings. • Regular in-person and virtual meetings with shareholders or potential shareholders, with the CEO and CFO. • The Board, including the Chair and Senior Independent Director, is available to meet with shareholders. • Attendance at investor roadshow events organised by the broker who also provides analyst coverage of the Group. • Information on the investor section  • Discussions held during the Annual General Meeting (“AGM”). What we have done • Continued strategic investment both organically and through acquisition, bringing new capabilities and new market opportunities to the Group, both in the UK and across Europe. • Completed the move from AIM to the    transparency and governance. • Reported full compliance against the   Links to other relevant sections At a glance Page 02 The Gamma business model Page 24 TCFD Page 58 Understanding their needs and listening to their views are crucial to our strategic planning and operational delivery. Key stakeholders are set out below: Our stakeholders ![]() 45Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information #### Developing and attracting #### high-quality talent is a key #### driver of our success. #### Our people Key areas of interest • Safe working environment • Culture and values • Development and progression • Reward and recognition • Equality, diversity and inclusion • Environmental footprint • Wellbeing • Workplace policies • Collaboration • Share price How we engage • Martin Hellawell (Chair and Independent Non-Executive Director) is the Workforce Engagement Director. • The Non-Executive Directors met with employees and You Belong group leaders to discuss their views of working at Gamma and to sustain the Board’s oversight of culture and values. • During 2025 the Gamma employee survey was conducted on an annual basis and provides valuable insight to senior management. Results are reported to the Board which uses the information to shape future surveys to areas of interest. • We keep our employees informed on strategy and business performance via annual in-person Town Hall meetings with the CEO, and quarterly webcasts or written communications from the CEO  • During Wellbeing Week Gamma actively encouraged feedback and ideas from employees. What we have done • Acted upon feedback from the Employee Survey creating Company-wide and individual team action plans, including aligning quarterly roadshow meetings to the strategic objectives and values; better visibility of internal vacancies; and greater focus on training and development. • Continued to support our You Belong groups, bringing like-minded communities of employees together to discuss topics and suggest ways the Company can improve their experience. • Supported colleagues impacted by the  redeployment opportunities and severance arrangements for those leaving the business. Links to other relevant sections Our people Page 52 Our success is dependent on our ability to understand and respond to our partners’ needs to ensure we can all grow together serving our customers. Key areas of interest • Ensuring a high quality of service • Long-term relationships • Innovative solutions • Product development • Product availability How we engage • Gamma Channel Partner Programmes  •  • Each Channel Partner has a dedicated Business Development Manager or Partner Account Manager who is responsible for ensuring that they have what they need from Gamma to build their own business. Channel Partners also have access to the Senior Management Team. • Regular in-person or virtual roadshows to showcase new products and to share the development roadmap. What we have done • Through the Gamma Channel Partner  training resources – the Gamma Academy. These resources, tools and information are all accessible online. • Introduced “Single Sign On” for our portal architecture and rationalised our UK portals, improving the portal’s ease-of-use and our ability to rapidly add new solutions across the Group. • Our UK Channel Partners were invited  October, which included showcases   communications industry. This event  and Executive Directors. • We have integrated our sales teams across Germany so that Channel Partners have a single point of contact within Gamma. Our German Channel Partners were invited to our GammaVerse conference in January (560 attendees) and to Com.vention in September (over 700 attendees). Both events included showcases and presentations of     industry leaders. Links to other relevant sections What we do and how we deliver Page 12 #### Customers #### Channel Partners NPS score: Gamma Enterprise Gamma Business 59 49 ![]() Key areas of interest • Social, environmental and ethical impact • Payment practices • Long-term strategic partnerships to develop innovative products and solutions How we engage • We partner with key suppliers to ensure that we have common goals and strategies, on a Group-wide basis where possible, to maximise economies of scale and consistency of supply. • We ensure responsible procurement, undertaking due diligence on new suppliers and regularly reviewing existing suppliers in line with policies approved by the Board. • Gamma’s supplier payments policy is to pay suppliers on or before the agreed term (which will vary from contract to contract). • Executive Directors maintain direct relationships with key suppliers to  appropriate level. What we have done • Every key Gamma supplier has an allocated owner in procurement to ensure a consistent approach to supplier management. • To ensure that Gamma’s business is conducted ethically, sustainably and within the local law, Gamma has implemented an Ethical Procurement policy and expects its suppliers to meet the principles outlined in the policy. • Regular supplier review meetings take place internally to discuss and monitor key supplier performance. • Gamma publishes an annual Modern Slavery Statement which can be found on our website. Links to other relevant sections TCFD Page 58 We provide the services to allow organisations of all sizes to transform their business communication capabilities to be future-proof, forward-looking, secure, reliable and resilient. #### Customers Key areas of interest • Service capability and quality • Product quality • Product availability • Product cost How we engage • We assign customer service managers  of contact within Gamma. •  support team. • The support infrastructure is co-located, meaning that end users get through to  •  customers to choose the level of service required to match the end customer needs. • Customer satisfaction surveys are completed utilising the Net Promoter Score methodologies and the results  What we have done • Gamma Enterprise organises an annual conference (GX) for our customers which allows them to meet the wider Gamma team as well as to share knowledge with their peers. • In Gamma Business we continued to develop our online sales and support platform in line with our strategic plan to give our customers the best service possible at all stages of their interaction with us. • In Gamma Germany, Placetel is our direct-digital brand, in which we  We also improved their online customer journeys and experience following customer feedback. Links to other relevant sections Market – Growth drivers Page 08 What we do and how we deliver Page 12 #### End users 46 Gamma Communications plc Annual Report and Accounts 2025 #### Developing strong strategic #### andoperational relationships #### with our suppliers and global #### technology partners is key #### tosuccess. #### Suppliers #### Our stakeholders continued ![]() #### Regulators #### We operate within the requirements of a regulated industry #### across all geographies. Key areas of interest •  of market position • Partner education How we engage •  a) the materiality that changes in regulation and compliance have on our competitive position within a market; b) the relative strategic importance to Gamma of each regulator and legislator within a market; and     competitive position. • We therefore engage as appropriate to each market with regulators, legislators and industry to drive outcomes that protect our routes to market and competitive position.  respond to consultations published by government or regulators, where appropriate. • We educate our partners on changes to their business practices that will result from changes in regulation, either   What we have done • In our core operating markets we: Continue to highlight the complex supply chains that require nuanced processes. We share our experiences of how our partners operate in a diverse market that promotes choice and competition for businesses but only if industry processes are able to accommodate these routes to market now and in the future. Challenge the cost assumptions  sometimes underestimated. Contribute extensively to industry working groups to solve challenges  our end users, in particular on the topic of trying to reduce nuisance calls and scams within our industry. • In other markets we: Identify key upcoming threats to our business model in and jointly lobby  solutions where appropriate. Seek local expertise to allow us to  entering a market, and consult with this expertise on upcoming changes within our existing footprint. Rely on trusted global suppliers to provide components of our services where the compliance requirements  This provides compliant international capability without high levels of  We operate in a number of #### countries across Europe and have #### a duty to conduct business in a #### responsible way that aligns with #### our purpose and values. #### Communities Key areas of interest • Environmental and social impact • Improving quality of life • Protecting people • Diversity and inclusion How we engage • We are committed to supporting the communities in which we are based and enhancing our charitable giving plan. What we have done •  donation including a matching scheme for funds raised by employees, in 2025 raising c.£120k across 40 charitable activities  • Supported through time donated, where employees are given one day a year to help support their chosen charity. • Supported eight undergraduates from underprivileged or underrepresented backgrounds through their STEM based university degrees at the University of Salford and Glasgow Caledonian University through the Gamma Scholarship Programme. • As well as a range of other physical challenges such as walks, marathons and bike rides, the Company ran our second  suppliers together in Salford, and raising £60k for Empower and Crisis. • Launched the Community Fund, enabling  grants of up to £500, and supported 25 applications to the fund. • Detail on our ESG initiatives can be found in the TCFD section. Links to other relevant sections Our people Page 52 TCFD Page 58 47 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() ### Section 172 The Board of Directors considers, both individually and together, #### thatit has acted in the way that #### itconsiders, in good faith, would be most likely to promote the success of the Group for the benet of its members as a whole, #### having regard to the stakeholders #### and matters set out in Section 172 (a)-(f) of the Companies Act in the #### decisions taken during the year. The Board considers the matters set out  discussions and decision-making, which includes all of the stakeholders listed in the previous section on pages 44 to 47 along with: #### The likely consequences of any decision in the long term: The Directors recognise that the decisions  long-term success. During the year the Board continued to monitor the Group’s strategy, discussed further on page 14, which shows how the Group will increase value for all our stakeholders. This guides the Board’s decisions between short- and long-term investments and the appropriate allocation of our capital resources. The interests of the Company’s employees: The Board recognises that our people are  considered as part of the Board’s discussions and decision-making. The Board is committed to developing its understanding   learning about their needs via the annual employee survey and direct engagement. Martin Hellawell leads a programme of work as the Workforce Engagement Director.  actions from the annual employee survey,  meetings between Non-Executive Directors and employees in a roundtable forum to learn about their roles, and listening to their feedback and concerns; and engaging   The Board approved a targeted UK restructuring programme in 2025 to streamline the Group’s operating model.  Board was mindful of the impact this change would have on both departing and current employees, and ensured that those leaving the business received appropriate support. The rollout of the HR system into Germany  introduction of the new ERP system, which included the UK payroll, was overseen by  importance of the data being processed. The Board reviewed the people aspect of the Starface and Allnet acquisitions as part of  on existing and future employees, and critical integration plans with existing operations. The Remuneration Committee takes an active interest in the remuneration of employees at all levels to ensure that the overall reward is equitable. Further detail on our people initiatives is included in the Our people section on page 52. #### The need to foster the Company’s #### business relationships with suppliers, customers and others: The Board understands the importance of fostering good relationships with its suppliers and customers – without them we do not have a business. We have set out on page 45 and 46 how we engage with these groups. The Board relies on its subcommittees and senior management to develop relationships and to share the views of the relevant stakeholders. Board members may meet  Gammaverse and GX, as well as monitoring the relationship with key customers and suppliers via the Executive Directors and the Executive Committee. Feedback from a wide range of Channel Partners was recently provided to the Board to further expand their knowledge of customers’ views. #### The impact of the Company’s #### operations on the community andthe environment: Gamma’s impact on the community and the environment continues to be an important Board matter. The SBTi has approved both our near-term and long-term net-zero targets in line with Gamma’s overall ambition of reaching net-zero emissions by 2042.  target, the Remuneration Committee has again agreed to include an ESG performance condition in the LTIP for awards to be made in 2026, aligning the longer-term nature of ESG-related targets with the longer time period over which the LTIP is measured.  Development Goals continue to be assessed and reported against, to ensure a meaningful  the Board ensures that environmental policies and suitable governance structures are established to align with Gamma’s committed environmental targets.  Neutral Company” status (conferred by     #### The desirability of the Company #### maintaining a reputation for high standards of business conduct: The Board intends that Gamma be a positive contributor to society as a whole, to the   shareholders and other stakeholders, and to the environment. To this end Gamma requires that all its employees and Directors: a) comply with the law in each jurisdiction where Gamma  policy, meet a higher standard than basic “compliance with local law”; and c) maintain high ethical standards whenever representing Gamma or its Group companies. This is set out in the Ethical Conduct policy which is publicly available on the Group’s website. There is an anonymous whistleblowing facility across all Group companies, using external  instance to two Independent Non-Executive Directors, which enables employees to raise concerns if they wish. #### The need to act fairly as between members of the Company: The Board recognises that it has to balance competing interests in reaching its  interests, the Board will act as equitably and fairly as it is able to, to take into account the implication for each stakeholder. The Chair met with several of our largest shareholders during the year to hear their views on the Company. A representative of a major shareholder attended a Board meeting during the year to share views on topics including investor communications, recent acquisitions, capital allocation and share buybacks. In early 2025, the Remuneration  with major shareholders on changes to executive pay and the implementation of  further information can be found in the Remuneration report on page 91 onwards. 48 Gamma Communications plc Annual Report and Accounts 2025 #### Section 172 ![]() 49Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Principal decision and stakeholders considered Board’s decision-making process Long-term considerations #### Dividend #### Shareholders, our people,customers and suppliers. At the end of 2025 the Board reviewed the level  alongside the approach to capital allocation for the  resources required to execute our strategy, including organic investment needs and acquisition  dividend cover and equitable treatment of our stakeholders, the Board agreed to amend the      will be the interim dividend declared alongside the 2026 interim results in September 2026. The Board aims to ensure   performance without detriment to the strength of the balance sheet and future sustainability. #### Capital allocation #### Shareholders, our people,customers and suppliers. The Group’s budget, approved by the Board,  strategy through investment in R&D, capital expenditure, talent and acquisitions. The weighting of each is determined by our strategic priorities over the short to medium term. The Board also takes into account feedback received from major shareholders regarding their views on share buybacks and dividend frequency and type. In March 2025, the Board announced a share buyback which was executed between March 2025 and June 2025. On completion of this programme, a total of 3,736,038 ordinary shares were acquired for an aggregate cost of £45.1m. Following a further review of the Company’s  January 2026 the Board approved a share buyback programme of up to £42.5m in FY 2026 and an intention to launch a further £42.5m share buyback in FY 2027, returning up to £85m in value to our shareholders in aggregate. The Board will continue to keep its capital allocation policy under review. Balancing investment for   people and customers in the short term as well as meeting shareholder expectations. Decisions made during the year: The principal decisions taken by the Board during the year, along with how the Directors considered stakeholder interests when taking into consideration their duties under  ![]() 50 Gamma Communications plc Annual Report and Accounts 2025 #### Section 172 continued Principal decision and stakeholders considered Board’s decision-making process Long-term considerations #### Acquisitions Shareholders, our people, operating companies, suppliers, future employees and partners, #### and professional advisers. The Executive Directors provide information to  considers this information taking the Group’s  stakeholders into account. The acquisitions  acquisition opportunities which did not proceed, were subject to detailed review by the M&A Committee prior to Board approval. The M&A Committee supports the Board with initial feasibility assessments and recommendations. The Board considers the  investment versus the short-  stakeholders. #### Listing status #### Shareholders, our people,customers, suppliers andprofessional advisers. A reported last year, the Board took the decision during 2024 to commence the process to move  consultation with and taking feedback from its major shareholders, along with considering expected customer and supplier needs. The Board had concluded that it was the natural time to apply for admission to the Main Market following ten years of continuous growth, while looking forward to future development. Following a successful process, the move to the Main Market completed on 2 May 2025 and entry to the FTSE 250 followed in June 2025. The move has provided Gamma with new and deeper access to  The decision was also underpinned by an acknowledgement that Gamma was already operating with robust governance practices in  compliance with all of the principles and provisions of the UK Corporate Governance Code in this Annual Report. The Board considers the Company’s access to capital markets and ensures that  most appropriate platform through which to invest  #### Business structure Our people, customers, operatingcompanies and #### professional advisers. To bring together recent acquisitions, improve  and ensure the Group’s operating model is set up for long-term growth, the Board approved a targeted restructuring programme in 2025, impacting c.7% of the UK workforce. The Board was mindful of the impact this change would have on both departing and current employees, and ensured that those leaving the business received relevant support on exit including redeployment opportunities and severance arrangements. The Board received progress updates on the impact  ![]() 51Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Principal decision and stakeholders considered Board’s decision-making process Long-term considerations #### Financing #### Shareholders and our people. Gamma has a very high cash conversion,     as well as enhanced shareholder returns. The Group agreed a three-year (with an option to extend for a further 12 months) £130m multicurrency Revolving Credit Facility, of   remaining purchase consideration was funded  The Board considers the  Company’s capital and may support its strong cash position  into account shareholder expectations on appropriate levels of debt. #### Board composition #### Shareholders and our people. We announced that Bill Castell would leave the Board on 31 March 2026 and a structured search process for his successor has been led by the CEO, supported by the Nomination Committee. A role   mindful of diversity, long lists were requested to include diverse candidates, both from gender  appointment of Damien Maltarp as the new CFO   Chris Jagusz joined the Board as an Independent Non-Executive Director on 9 February 2026 following recommendation by the Nomination Committee to the Board. As a result of this, appointment changes to the Committee structure were recommended by the Nomination Committee  AGM. Consideration of the skills and experiences  and their tenures with Gamma were taken into account when considering Committee roles. The Nomination Committee reviews Board composition at each meeting, bearing in mind the Company’s future strategic   ![]() Building a high performing, ### supportive and inclusive workplace #### Employee engagement Gamma continued to prioritise employee engagement in 2025, with the Board and Executive Committee reinforcing a strong, values-led culture as a key enabler of the Company’s purpose and long-term strategy, ensuring that our culture and values remained central to business operations and ways of working. To support more meaningful and sustained change informed by employee input, our engagement survey moved from a biannual to an annual cycle. In the March 2025 survey, participation was 84% (2024: 83%) with scores consistently above the technology industry benchmark. These results provide the Board with an important source of reassurance on cultural alignment and employee experience across the Group. The People Team collaborate with the Executive Committee and Senior Leadership  areas for targeted action. Results are shared with employees in person, via email and webcasts, and presented to the Board. Managers then implement localised plans; an approach that continues to strengthen engagement levels. At the core of our identity, Gamma’s culture unites us and is expressed through our values. The Board actively monitors culture, drawing on employee engagement data, workforce feedback and leadership insight, to ensure that policies, practices and behaviour throughout the business remain aligned with the Company’s purpose, values and strategy. Living our Group values, launched in  embedded through leadership behaviours, recruitment, performance management, recognition and reward, and are reinforced through the quarterly Gamma Values Awards, which provide a popular platform for peer-nominated recognition, celebrating employees who exemplify one of the four values – We’re there and we care, We love  the right thing. Gamma’s Workforce Engagement Director, Martin Hellawell, maintains regular dialogue on a quarterly cadence with employees through roundtables and focus groups, providing the Board with insight into cultural themes, emerging risks and areas of good practice. All Non-Executive Directors also participate in an annual employee engagement meeting. For more information on these activities, please see the Governance report. Equality, diversity and #### inclusion (“EDI”) Committed to building a fair, compassionate and inclusive workplace, we embrace and celebrate diversity. You Belong, Gamma’s  Community groups that help employees connect with like-minded peers, break-down silos, celebrate successes and overcome challenges, and ensure a safe place to discuss what matters. Each Community  provides a direct channel of communication between Communities and the Executive Committee to ensure that concerns and suggestions for improvement are surfaced, considered and addressed appropriately. Our Community groups are: • Early Careers – Providing support to graduates, apprentices and employees who are at an early stage in their career through initiatives such as mentoring  workshops. 2025 highlights include senior employees sharing their experiences and advice with community members on  learning, and career development in software delivery and engineering. Group employee numbers at 31 December 2025 Male Female Total Directors of Gamma Communications plc 2025 5 (71%) 2 (29%) 7 2024 5 (71%) 2 (29%) 7 Senior managers of the Company (including subsidiary directors) 2025 52 (84%) 10 (16%) 62 2024 47 (81%) 11 (19%) 58 Employees 1 2025 1,490 (67%) 740 (33%) 2,230 2024 1,291 (67%) 635 (33%) 1,926  During 2025, we worked with hiring managers and our recruitment suppliers to improve gender balance and broaden diversity across our candidate shortlists and talent pools for all levels of role. This work forms part of a long-term plan to create a more diverse pipeline of talent with the potential to reach senior management in time. 1 Total employees, including Directors and senior managers. 52 Gamma Communications plc Annual Report and Accounts 2025 #### Our people ![]() •  during the year. This Community held  establishing internal platforms to enable members to share knowledge and research insights on various topics  • Multicultural – Focusing on creating a vibrant and welcoming environment for all employees. During 2025, this Community launched the Gamma Cookbook, showcasing multicultural recipes (and the personal stories behind them), hosted a well-received webinar for Black History Month, complemented by weekly   • Wellbeing – Spreading awareness of our wellbeing initiatives which include the Power of Self-Care webinars, sessions on Neurodiversity Safe Spaces, and a series of talks on Breast Cancer Awareness.  successful Wellbeing Week, where we invited employees from across the Group to participate in over a dozen wellbeing related seminars. • Women at Gamma – Helping all women     discussions on topics such as career guidance and allyship. Sharing in the success of #### Gamma’s business growth We remain committed to providing   In the UK, Gamma operates an optional Save As You Earn (“SAYE”) scheme, which allows eligible employees to acquire shares, and  employees to buy shares monthly. In 2025, 25% (2024: 26%, 2023: 29%) of eligible employees chose to participate in the SAYE scheme, with options being granted over 256,357 shares. In addition to the UK SIP and SAYE schemes,   of our senior employees and key decision makers with those of our shareholders: Under the Long Term Incentive Plan, Executive Directors and all other members of the Executive Committee may be awarded a nominal cost option over  performance and service conditions being met over a three-year period. The Restricted Share Award scheme   Committee) to be granted an award of nominal cost options which will usually  While non-UK resident employees are able to participate in our discretionary executive share plans, our SAYE scheme is currently only open to UK employees. Consideration will be given to the possibility of extending the SAYE scheme overseas at the same time as reviewing the Group’s wider  #### Health, safety and wellbeing Gamma did not experience any workplace fatalities or major injuries related to work during 2025. All employees are required to complete risk assessments for their working environment, including remote and hybrid  embedded across Gamma. The Company also maintained its collaboration with vendor specialists ensuring employees are appropriately supported and that their work environments remain safe and compliant. Employee wellbeing remains an important part of the employment proposition at Gamma. During the year, responsibility    Across Europe, we have more than 15  support employees. Our matched funding programme, supporting over 40 charitable activities  £119,000 The Gamma Games, hosted at Salford University, raised £60,000 Building on the momentum of previous years, Gamma’s Wellbeing Week evolved further in 2025. Following the expanded two-week programme delivered in 2024, this year’s initiative introduced a more curated schedule. Focus remained on the established wellbeing themes: Healthy Minds; Physical Health; Mental Health; Financial Wellbeing and Feeling Good –  tools and everyday habits. During the year, we introduced a new Employee Assistance Programme provider across all geographies, ensuring employees have access to a consistent resource and support team to help during life’s challenges and maintain a healthy work-life balance. In 2025, 25% of eligible employees chose to participate in the SAYE scheme, with options being  256,357 #### shares 53Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() #### Skills and talent Gamma remains focused on attracting, retaining and developing people with the critical skills required to succeed today while continuing to transform the business for the future. Our innovative learning platform, launched in 2024, continued to generate strong usage by employees in 2025. The platform  learning sessions covering business essentials, leadership, mental wellness and customer excellence. Complementing this  delivers various standardised training courses. All employees are required to   requirements are met and everyone has   Leadership development continued throughout 2025. Ten cohorts of people managers undertook training with a focus on developing strategic thinking capability, coaching skills and inclusive leadership behaviours. We also launched targeted training for our people managers during   We continued our drive to encourage  opportunities, with 25% (2024: 25%) of  Gamma team members as either lateral moves or promotions. #### Apprentices, scholarships #### and graduates Underscoring our commitment to investing in and developing talent, we continued to successfully grow our apprenticeship and graduate programmes during 2025. 18 new  39% of the hires being female. We now support 76 (2024: 55) apprenticeships in  span critical skills areas including customer service, project management, cyber security, sustainability, IT and AI. Our Project Management Skills Academy, established in 2024, continued to help  management skills. The academy comprises apprenticeships, Gamma led workshops and the globally recognised  Association for Project Management). The  Gamma’s Technology Graduate Scheme exposes graduates to various critical technical areas via a series of rotations  graduates a permanent position upon successful completion of the programme and, during 2025, seven graduates successfully moved into permanent  Through the Gamma Scholarship Programme, we continued to provide  underrepresented backgrounds. The students are pursuing STEM based undergraduate degrees at the University  Caledonian University. These universities    we operate in. We are a proud gold member of the 5% Club, a dynamic movement of employer- members working to create shared prosperity across the UK by driving “earn and learn” skills training opportunities (including apprenticeships, sponsored students and graduates on formalised  joining. At the end of 2025, Gamma had   54 Gamma Communications plc Annual Report and Accounts 2025 #### Our people continued ![]() #### Whistleblowing Gamma has a Whistleblowing Policy and independent reporting system available  parties. The policy emphasises complete  reporting rather than remaining silent. The  telephone, with multi-language functionality. Reports are sent directly from the third-party  who are Independent Non-Executive Directors. They either delegate follow-up  Gamma’s Executive Committee or they  including obtaining external advice. Gamma has trained appropriate employees to manage the investigation process. Gamma’s onboarding programme explains the whistleblowing approach to all new starters, and we remain committed  #### Charitable projects Supporting worthy causes, and the communities in which we operate, is important to Gamma. Throughout the year, we continued our matched funding programme, supporting over 40 charitable  under £119,000 in total. This includes events organised by the Charity Forum, such as Tough Mudder, the Great Manchester Run, the Great Scottish Run and the Royal Parks Half Marathon, as well as a huge variety of impressive challenges undertaken independently by employees. 2025 also saw the return of the Gamma Games, hosted at Salford University. Bringing together our supplier community for a day of fun and sporting activities, the event was a huge success and raised £60,000, which was shared between Empower (a charity that oversees the creation, management and sustainability of youth zones in Manchester and Salford) and Crisis (the national charity for people experiencing homelessness). Our annual Golf Day at The Warwickshire welcomed 60 Channel Partners and raised £11,265 for Child Autism UK. Additionally,  Park marked a milestone for community fundraising, generating £1,670 for the Trussell Trust (an anti-poverty charity and  (a charity optimising inclusion, enjoyment and quality of life by helping people control video games to the best of their abilities). We also launched the Community Fund, enabling employees to nominate local organisations for grants of up to £500.  totalling £10,130, for projects close to our employees’ hearts, ranging from recreation ground maintenance and sports kit for local clubs to community groups that bring residents together.  in support of Centrepoint, which is working to end youth homelessness across the UK.  day each year to a charity or community project of their choice, reinforcing our shared commitment to giving back. #### Progress in our European #### operations Across our European markets, we continued to strengthen our People foundations and embed a more consistent Group approach.   following recent acquisitions. A new country wide sales structure was established during the year, bringing together previously separate teams and creating clearer accountability across our Channel, Mobile and Direct routes to market. Leadership continuity was maintained wherever possible to support stability, with a strong focus on team development and company culture integration. We invested in a new HR information system (Dayforce) for Germany, replacing multiple legacy platforms and providing a single, modern foundation for People processes. The system is on track to go live in early 2026 with implementation largely driven in-house,  and German teams. We also completed job levelling activity in the German business, creating a consistent Group platform for future reward and talent initiatives. These developments mark an important step in aligning our European operations with our Group People strategy, and ensuring colleagues across all markets  improved systems. #### UK restructuring During 2025, we undertook a targeted restructuring programme to bring together recent acquisitions, simplify support functions and ensure the Group is set up for  at our interim results, this programme was   representing approximately 7% of our UK workforce. These changes were delivered through a combination of redundancies, settlement agreements and natural attrition. We engaged fully with colleagues throughout consultation, exploring redeployment opportunities and providing appropriate support and severance arrangements for those leaving the business. The programme is expected to deliver annualised savings consistent with the guidance previously shared. Implementation progressed in line with the plan, with the  the business by year-end and the remaining departures scheduled for early 2026. #### People plans for 2026 Our key strategic focus for 2026 is to: • Build leadership depth, management capability and succession for critical  • Enhance the employee experience spanning attraction, onboarding, development and career progression,  • Strengthen engagement, culture and inclusion across the Group. • Advance fair, competitive and transparent reward practices. • Optimise Group People systems, data  • Support the integration of our European businesses and alignment of their company cultures. 55 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() Pay quartiles Over the last eight years, we have  representation in our Upper and Upper Middle pay quartiles with a 9.2%pp   Proportions remain broadly consistent across the four pay quartiles year-on-year and we continue to see small increase in   Quartile Male % 2025 vs (2024) Female % 2025 vs (2024) Upper 76.3 (76.6) 23.7 (23.4) Upper middle 72.3 (73.7) 27.7 (26.3) Lower middle 63.4 (62.1) 36.6 (37.9) Lower 60.6 (61.8) 39.4 (38.2) Although the technology and telecommunications sectors continue    continues to experience an ongoing    recruitment practices and reviewed  #### Gender Pay Gap Ensuring that pay for all employees is fair and equitable remained a central focus for Gamma throughout 2025. Over the year, we shifted from introducing new initiatives to embedding them more  The Gender Pay Gap report for the snapshot date of 5 April 2025 shows 1,432 employees (2024: 1,352) within the Gamma Telecom Holdings Limited UK workforce (our primary UK employing entity) – 976 male (2024: 927) and 456 female (2024: 425). Gender Pay Gap Gender % of workforce 2025 vs (2024) Male 68.2 (68.6) Female 31.8 (31.4) Below is the data from the UK Gender Pay Gap analysis. Pay and Bonus Gap Mean % 2025 vs (2024) Median % 2025 vs (2024) Pay Gap 16.8 (15.8) 20.0 (20.1) Bonus Gap 48 .2 (47.9) 13.3 (20.1) Proportion of males and females receiving a bonus Gender % receiving a bonus 2025 vs (2024) Male 88.1 (90.8) Female 89.2 (94.7) During 2025, we strengthened the rigour of our performance review process and annual salary and bonus reviews. This included enhanced guidance for people managers delivered through a series of training workshops, ensuring consistency of decision-making across the workforce which leads to improved transparency. We undertake equal pay (salary) audits across roles where both male and female employees do the same work and where there is an appropriate sample. Findings  salaries. We also undertake analysis to   apply a fair and consistent approach to pay decisions. Further details regarding our 2025 Gender Pay Gap can be found in our separate disclosure on our website. Mean and median explained  populations in our UK organisation.   compared to that of the middle man. The mean and median are important metrics and should not be looked at in isolation on the basis that the  56 Gamma Communications plc Annual Report and Accounts 2025 #### Our people continued ![]() ### Non-Financial and Sustainability ### Information Statement In line with Section 414CB of #### theCompanies Act 2006, we haveset out below where the #### relevant information we need #### toreport against can be located #### within this report, including certainnon-nancial and #### sustainability information. Reporting requirement Section Business model Page 24 Policies Page 70 Copies of our key Board-approved policies can be found on our website. Environmental matters Page 58 Employee matters Page 52 Social matters Page 44 Respect for human rights Page 70 Anti-corruption and anti-bribery matters Page 70  Principal risks relating to the above matters can be found on page 34, which includes a description of the business relationships, products and services which are likely to cause adverse impacts in those areas of risk, and a description of how the principal risks are managed Key performance indicators, including  Page 26  Page 58 The CEO report includes, where appropriate, references to, and additional explanations of, amounts included in the entity’s annual accounts Pages 14 to 17 57 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() ### Gamma’s environmental ### commitment 58 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD Gamma recognises the #### importance of understanding itsenvironmental footprint and #### iscommitted to taking proactive measures to minimise and, #### wherepossible, reduce its #### environmental impact. This commitment was reinforced in 2024 when the Science Based Targets initiative (“SBTi”) validated Gamma’s emission reduction targets. Gamma’s net-zero ambition aligns with the objectives of the Paris Agreement to limit global temperature rise to 1.5°C and supports the United Nations Sustainable Development Goal 13 on climate action. 2025 marked Gamma’s 20th consecutive  the CarbonNeutral Protocol. We remain  element of our net-zero proposition. Carbon  annual assessments conducted by specialist climate market solutions providers. Investors, suppliers and customers  environmental approach and expect clear, high-quality disclosure on how we are addressing sustainability-related challenges. As such, transparency remains central  Gamma continues to engage openly  disclosed information on our plans and performance through our ESG Hub over  #### Task Force on Climate-related #### Financial Disclosures In June 2017, the Task Force on Climate- related Financial Disclosures (“TCFD”) introduced a set of recommendations designed to help organisations disclose  clear, consistent and comparable manner. The framework is structured around four core pillars: governance, strategy, risk management, and metrics and targets. These pillars are supported by 11 recommended disclosures. This report has been prepared in alignment with the TCFD recommendations, enabling Gamma to systematically identify, assess and manage climate-related risks and  business performance.  Gamma sets out its governance framework, risk management processes and strategic approach to addressing climate-related risks and opportunities. The report also highlights Gamma’s ongoing commitment  of net-zero emissions. The disclosures presented within this report comply with the Companies Act 2006 Climate-related Financial Disclosure requirements (Sections 414CA and 414CB) and complies with all 11 elements of the FCA’s TCFD-aligned disclosure guidance (Listing Rule 6.6.6(8)). The following table outlines Gamma’s alignment. Full disclosure is contained below. ![]() 59Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Table 1 – TCFD Compliance TCFD recommendation Compliance status Alignment (statement conrming alignment/partial compliance) Governance Board oversight: Describe the board’s oversight  Compliant The ESG Committee serves as the Board-level body responsible for overseeing and monitoring climate-related risks. The Audit & Risk Committee oversees business risks   Management role: Describe management’s role   Compliant  related matters at the executive level, supported by members of the Executive Committee and the Group Sustainability team. Strategy Risk/opportunity – identication: Describe   and long-term. Compliant A description of the climate scenarios used to identify  including relevant time horizons and the mitigating actions being implemented. Risk/opportunity – impact: Describe the impact    Compliant    material to the business. Organisational resilience: Describe the resilience of the organisation’s strategy, taking into consideration   Compliant A description of climate scenarios is provided, along with an assessment of Gamma’s resilience to physical and transition- related climate risks. Risk Management Identifying/assessing risk: Describe the organisation’s processes for identifying and assessing climate-related risks. Compliant A review of climate-related risks was completed in 2025, aligned with the organisation’s established risk management process. Further climate scenario analysis is planned for 2026. Managing risk – process: Describe the organisation’s processes for managing climate- related risks. Compliant A description is provided of how climate-related risks are managed through the overall risk management process. Managing risk – integration: Describe how processes for identifying, assessing, and   Compliant   and process. Metrics and Targets Metrics used: Disclose the metrics used by the organisation to assess climate risks and opportunities in line with strategy and risk management process. Compliant Cross-industry metrics are disclosed. In addition,  (“KBAs”) are included. GHG Emissions – data: Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”)  Compliant Greenhouse gas emissions data and intensity ratios, aligned with Streamlined Energy and Carbon Reporting (“SECR”) requirements, are provided. GHG Emissions – performance: Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets. Compliant Gamma has described its science-based net-zero emissions targets including a near-term and long-term target. Gamma’s CarbonNeutral® status and its approach to Beyond Value Chain Mitigation (“BVCM”) is also included. ![]() ESG Committee Audit & Risk Committee Remuneration Committee Executive Committee Sustainability Team #### Strategic direction Overall strategic direction •  including climate-related targets, and monitors performance against them. •   monitoring of climate-related risks and opportunities. • Ensures compliance with climate- related disclosure requirements. • Approves and reviews the controls  environmental management policy. • Oversees the Company’s risk management framework. • Reviews all material risks, including those that may relate to climate change. • Establishes and reviews remuneration metrics to ensure alignment with the Company’s strategic priorities. • I ncorporates ESG considerations into executive incentives. • Remains informed on climate-related progress, risks and opportunities. • Supports the integration of sustainability considerations into operational and strategic decision- making. • Members sponsor selected carbon reduction initiatives that have been calculated to have greatest impact  • C ollaborates with subject matter experts across the business to identify and assess climate-related risks and opportunities over time horizons. • M onitors regulatory developments and disclosure requirements relating to sustainability and climate change. • Leads in the development of both Gamma’s carbon reduction plan and net-zero plan, detailing the activities required to achieve targets. 60 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD continued #### Governance Board oversight: Designed to safeguard long-term shareholder value, Gamma’s Board maintains a robust corporate governance  responsibilities and accountabilities. ESG Committee In 2020, the Gamma Board established an ESG Committee to oversee sustainability matters on its behalf. The Committee is responsible for shaping the Company’s sustainable business strategy, setting climate-related targets, monitoring management’s performance against   The Committee meets at least twice annually, guided by a structured agenda. The ESG Committee has delegated responsibility for monitoring the  for identifying, assessing and responding    Company’s risk scoring criteria or relative to its current strategy and therefore have not required escalation to the Board. Given that climate-related risk exposure is currently limited, the Board has not deemed climate considerations to be a material factor in decisions relating to budgeting, business planning, major projects, capital expenditures, acquisitions or divestments. ESG and the Audit & Risk Committee The Audit & Risk Committee holds responsibility for risk management and oversight, and considers all material risks, including climate-related risks where  To date, no climate-related risks have been assessed as material to Gamma’s strategy under the current risk management approach. As such, no climate-related risks have required escalation to the Board. Management role: Gamma maintains a multi-layered governance structure to oversee climate-related matters, ensuring  management of climate-related risks and opportunities, and driving progress toward reducing greenhouse gas (“GHG”) emissions. Board and Executive oversight The CEO sits on the ESG Committee and has ultimate responsibility for Gamma’s environmental policy, climate-related strategy and performance against climate- related targets. In 2021, the CEO proposed Gamma’s ambition to achieve net-zero  2042, an ambition subsequently endorsed by the ESG Committee. The CEO also provides executive-level oversight of climate-related impacts on Gamma’s UK and European operations, including the  to key physical climate indicators. Group Sustainability team Gamma’s Group Sustainability team coordinates climate-related activities across the business, working with functional and operational units to identify and assess climate-related risks and opportunities. The team also monitors evolving climate-related regulation and disclosure requirements. Relevant information on climate-related impacts, risks, opportunities and performance is regularly reported by the Sustainability team to the ESG Committee, enabling robust executive oversight of Gamma’s climate strategy and progress toward its net-zero ambition. Remuneration and climate- related objectives In 2025, we integrated ESG metrics into the Long Term Incentive Plan (“LTIP”), aligning management performance with longer-term ESG outcomes, and at the same time removed them from the annual bonus plan. Further details can be found in the Remuneration Report. Environmental Management training All UK employees are required to complete Environmental Management training biennially, with plans to extend this to all European subsidiaries. Current training completion across UK operations stands  ![]() 61Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Opportunities As a communications company, Gamma continues to play an important role in helping other businesses and organisations  advanced digital communication tools that reduce the need for travel. While Gamma acknowledges the climate- related opportunities associated with our   than transformative to our overall strategy. In line with our 2042 net-zero target, we have     emissions reductions across our value chain.  to date are expected to have a material  terms of cost savings or strategic shifts. #### Strategy Risk/opportunity – identication: Climate Risk and Opportunity Review  priority topic by all stakeholder groups during Gamma’s materiality assessment in  our understanding of climate-related risks and opportunities. As part of this process,  relevant business owners responsible for implementing mitigation actions across  In 2025, Gamma completed its annual review of climate-related risks and opportunities. This involved engagement with risk owners as well as providing an emerging risks questionnaire to the Senior Leadership Team (“SLT”). Climate scenario data (provided by an external consultant) has helped our teams to explore a range of global climate change trajectories across the Gamma Group  assumptions and time horizons for key climate indicators, including river discharge, wind speed and air temperature. Three-time horizons are considered: • Short-term (up to 2026) – aligned with  milestone and used to shape near-term actions leading up to our 2030 targets. • Medium-term (up to 2030) – consistent with our Scope 1 and Scope 2 emissions reduction targets and aligned with the UK Government’s Nationally Determined Contribution (“NDC”) to reduce GHG emissions 81% from 1990 levels by 2035. • Long-term (up to 2050) – critical for assessing the transitional impacts of climate change and informing long-range investment decisions, including our 2042 net-zero target. Gamma has engaged a specialist supplier  analysis exercise in 2026. Climate scenario analysis methodology Gamma has used climate scenario analysis to understand potential future climate conditions, drawing on the IPCC’s Representative Concentration Pathways (“RCPs”). Temperature change acts as the primary reference point, supported by projections for physical climate hazards such as precipitation, river discharge and wind speed. Gamma has assessed three RCPs representing a range of plausible futures, from moderate to more extreme conditions, to evaluate potential acute and chronic  network infrastructure. By using climate scenarios, Gamma has evaluated both physical and transition risks across the business. Transition-risk drivers assessed have included policy and legal changes, market dynamics, and economic impacts on revenue and cost structures. Consistent with Gamma’s relatively low  all risks were deemed non-material, including those linked to reputational risk (linked to stakeholder expectations on climate action). Risks Aligned to the Gamma risk management framework, risks are assessed using a combination  immaterial, those highlighted below cover the climate-related issues that have most potential to impact the business. Likelihood (exposure post-mitigation) Likelihood Denition 5 Almost certain (over 90%) it will happen 4 Likely (between 80%-90%) it will happen 3 Possible (between 50%-80%) it will happen 2 Unlikely (between 10%-50%) to happen 1 Rare (less than 10%) to happen RCP Change in temperature (compared to pre-industrial period) Why did Gamma choose this scenario? RCP2.6 0.9-2.3°C  pathway where global warming is aligned to the Paris Agreement goals. This allowed us to appreciate potential risks under a best-case scenario. RCP4.5 1.7-3.2°C Intermediate emissions: Representative of a stabilisation scenario where emissions peak and subsequently decline. This allowed us to assess  middle ground between ambition and inaction. RCP6.0 2.0- 3.7°C High emissions: Slow mitigation, enabling us to understand risks under limited progress, poor climate policies and less aggressive action. Financial impact (exposure post-mitigation) Financial impact Denition Severe >£25m Major £10m-£25m  £4m-£10m Moderate £1m-£4m Minor £0k-£1m ![]() TCFD risk category Time horizon Financial impact Likelihood Link to principal risk Increased stakeholder concern or negative stakeholder feedback ESG regulatory non-compliance Short (2026) Medium (2030) Long-term (2050) Minor Minor Minor 1 1 1 Legal and regulatory non-compliance Potential identied impacts • Failure to comply with emerging and existing climate- and   • Non-compliance may lead to reputational harm, regulatory penalties, and increased scrutiny from investors and customers. • While likelihood is rare (“less than 10%”) across all three time horizons, Gamma assesses regulatory risk to be elevated in the short term due to the anticipated introduction of additional climate-related disclosure requirements across the UK and Europe. Mitigation • Gamma undertakes proactive regulatory monitoring through horizon scanning and via a Legislation Working Group. New ESG-related disclosure requirements across the UK and Europe are tracked and analysed on an ongoing basis and presented to the ESG Committee for consideration when relevant. • Gamma also has an integrated ESG strategy that aligns with global best practices such as net-zero via SBTi, CDP, EcoVadis and TCFD. TCFD risk category Time horizon Financial impact Likelihood Link to principal risk Increased stakeholder concern or negative stakeholder feedback Energy consumption and carbon emissions Short (2026) Medium (2030) Long-term (2050) Minor Minor Moderate 1 1 1 Legal and regulatory non-compliance Potential identied impacts • Failure to meet Gamma’s climate-related targets, particularly its near-term (2030) Scope 1 & 2 emissions target, may result in  reputational impacts. Gamma anticipates that this risk will intensify  • Achieving the Company’s Scope 3 emissions reduction targets  disclosure practices of Gamma’s suppliers. Delays in supplier decarbonisation, especially among smaller companies, may create  Gamma moves closer to its 2042 net-zero target across all three emissions scopes, however likelihood is still considered rare due  Mitigation • Gamma has committed to an enterprise-wide carbon emissions reduction programme and the achievement of carbon net-zero by 2042. The Company monitors annual GHG emissions across Scopes 1, 2 and 3 to assess performance against its science-based near-term  •  Scope 3 emissions, Gamma conducts ongoing monitoring of the majority of its supplier base by spend to assess environmental commitments and progress. All suppliers undergo environmental management screening during onboarding to ensure alignment  •  and updated annually, in line with its net-zero pathway. TCFD risk category Time horizon Financial impact Likelihood Link to principal risk Increased severity of extreme weather events such as heatwaves and ooding • Climate change scenarios – Acute Short (2026) Medium (2030) Long-term (2050) Moderate Moderate Minor 2 2 2 Unplanned service disruption Potential identied impacts • Acute physical climate risks may disrupt Gamma’s operations and network services, including those supported by our primary data centre in Manchester, UK. In the event of an acute weather event, Gamma anticipates that services would fail over to alternative points  interruption, one customer-facing service may experience several days of downtime before full business continuity measures are implemented. • Prolonged or extreme heatwaves may increase cooling demands for network equipment, placing additional pressure on air-conditioning and power systems. If operations are temporarily supported by diesel-generated backup power, this could lead to a short-term increase in greenhouse gas emissions and higher associated HVAC and power consumption costs. •  infrastructure strain, may also drive higher insurance, maintenance and  exposure to decrease over time as virtualisation and modernisation of server capacity reduce reliance on physical infrastructure. Mitigation • Gamma’s primary data centre is supported by redundant systems and established backup protocols designed to reduce operational disruption. In the event of an outage, all services except one will automatically fail over to alternative points of presence within the Company’s multi-site resilient network, helping maintain continuity and minimise customer impact. • The Company maintains comprehensive insurance coverage for  and risk assessments are performed to identify vulnerabilities and implement preventive measures, reducing the likelihood and severity of damage from extreme weather events. • Real-time HVAC monitoring allows adjustments to cooling systems during periods of rising temperatures. The data centre is equipped with a power failover mechanism to mitigate risks associated with outages or overheating, supporting continued service provision under adverse conditions. Risk/opportunity – impact: 62 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD continued ![]() TCFD risk category Time horizon Financial impact Likelihood Link to principal risk Long-term increases in temperature across the UK and Europe • Climate change scenarios – Chronic Short (2026) Medium (2030) Long-term (2050) Minor Minor Minor 1 2 2 Unplanned service disruption Potential identied impacts • Gamma may be exposed to chronic physical climate risks that may disrupt operations and network services, including those supported by its primary data centre in Manchester, UK. In a scenario where prolonged extreme heat results in network equipment failure and failover cannot be deployed, approximately 20–25% of a subset of  anchored to that data centre, could experience several days of downtime while business continuity procedures are implemented. • Gamma considers extreme and sustained heatwaves the more likely disruption driver. Higher temperatures can impair cooling systems and increase power requirements for maintaining safe operating conditions. This may lead to higher energy consumption and associated operating costs, alongside temporary increases in greenhouse gas emissions. Where diesel-generated backup power is required during heat-related outages, both costs and emissions are expected to rise during the failover period. • Extreme weather events more broadly, including heatwaves, storms   Mitigation • Gamma’s primary data centre is supported by redundant systems, failover capability and established disaster recovery and business continuity plans. These systems undergo regular testing and maintenance. • Gamma is progressing with a transition to cloud-based technology, which will reduce reliance on physical hardware and data centre infrastructure over time. This shift is expected to lower long-term exposure to temperature-related risks and physical damage. • Data centre facilities are equipped with robust cooling systems   • Alternative power sources, such as diesel generators, are available to maintain continuous operations during extreme heat events. Gamma will consider sustainable options to reduce emissions associated with temporary generator use. • The Company maintains comprehensive insurance coverage  assessments and maintenance programmes are in place to identify vulnerabilities and implement preventive measures, reducing the likelihood and cost of climate-related damage. Resource eciency Opportunity: Potential opportunities and impacts •    Company’s footprint. •    carbon neutrality. •  emissions. This supports Gamma’s broader net-zero strategy by lowering reliance on fossil fuels and enhancing long-term  63 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() Organisational resilience: Scope Climate-related risk and opportunity assessments cover Gamma’s UK and  acquisitions (Starface and Allnet) will be included in scope from 2026 for reporting. Network Points of Presence (“PoPs”) are excluded, as they are operated by third parties; however, Gamma engages suppliers to support network resilience and environmental management. Indicators Climate scenario analysis was conducted using the Representative Concentration Pathways (“RCPs”) outlined in Strategy: Risk/ Opportunity – Identication (page 61). The analysis applied consistent data inputs across all locations included within the scope. Climate • Change in precipitation in % • Change in wind speed in % Mean air temperature • Change in daily maximum air temperature in °C • Change in daily minimum air temperature in °C Freshwater • Change in maximum of daily river discharge in % Time horizons considered Short term – 2026 Medium term – 2030 Long term – 2050 Physical risks Gamma has assessed physical climate risks   scenario analysis. United Kingdom Network infrastructure For Gamma’s UK network, the primary physical climate concern relates to the operation of data centres. The main data centre in Manchester is projected to  to increases in daily maximum air temperatures by 2030 and 2050 under RCP4.5. Flood risk is not expected to increase within the assessed time horizons. People Gamma faces limited people-related physical  based and not regularly exposed to acute weather conditions. Remote and hybrid   resilience. Gamma considers it unlikely that most acute weather events in the UK or Europe would materially disrupt business operations. 64 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD continued Spain and Morocco Network infrastructure Operations in Spain and Morocco are limited, with only a small data centre in southern Spain, which does not use water  People Gamma recognises potential risks from critical water shortages in Spain and  welfare. Stricter water regulations or government restrictions could increase operational costs, including those associated with energy use. Future expansion considerations As Gamma continues to grow, including through future acquisitions, climate-risk data will be used to assess new locations. This forward-looking approach is an important component of managing physical climate risks over the next decade as temperatures rise. Transitional risks Gamma considers its strategy to be resilient to transition risks. The Company’s business model centres on ICT products that facilitate remote collaboration and reduce customers’ need for business travel, demand for which is expected to remain stable or increase. Strong ESG credentials and climate-related progress may further enhance competitiveness. • Policy, carbon pricing and disclosure requirements Future carbon taxes could apply to Gamma’s residual emissions, and penalties for inadequate environmental disclosure may increase in the medium to long term. • Energy market transition Gamma’s commitment to Group-wide renewable energy sourcing is supported through procurement processes and specialist broker advice. • Supplier performance and Scope 3 emissions As suppliers play a key role in reducing Gamma’s Scope 3 emissions (which account for over 90% of its footprint) underperformance could heighten reputational risk. • Policy stability and regional focus Gamma’s operations are concentrated in the UK and Europe, where governments remain broadly supportive of business transition to a net-zero economy. The Company continues to monitor policy changes and is well positioned to respond. Outcomes Gamma also considers its strategy to  modelled. At present, there is no indication that the Company will need to divest assets  allocation in response to climate risks. Gamma recognises the likelihood of ongoing climate change and places strong emphasis on anticipating and managing both transitional impacts and physical risks, particularly those associated with its UK data centre operations. #### Risk management Identifying/assessing risk:  evaluated through the Group-wide risk management process described on pages 34 and 35. Gamma’s robust framework is    and strategy over the short, medium and long term. Risk assessments cover both physical and transition climate-related risks, drawing on   risks, including those related to climate change, are scored against consistent criteria covering: •  • Legal implications • Stakeholder consequences (including regulators, customers, investors, employees and wider society) •  • Disruption to operations or supply chain For climate change, the short-term  three-year period used in the overall risk management framework. This adjustment aligns with the Company’s net-zero trajectory  to evaluate potential climate outcomes across the medium- and long-term horizons. ![]() 65Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information Managing risk – process: Climate change risks are addressed within the existing risk management framework (see pages 34 and 35). The potential impacts of climate change on the business  may be limited, the Company expects climate-related risks to increasingly   At present, no climate-related risks meet the threshold of materiality under the framework’s guidance; however, they remain a focus for ongoing monitoring and management. Managing risk – integration:  accordance with standard procedures in the Company’s risk management framework. Each risk is owned by the relevant     in 2025 are set out on page 61. Climate change risk is also listed among  Generally, climate risks are managed within   evaluates the likelihood and potential impact of  locations, ensuring preparedness for scenarios  #### Metrics and targets Metrics used: Cross-industry metrics Metric category Comment Greenhouse Gas Emissions (“GHGs”) GHGs are considered of material importance in the sector and within the Gamma operation. The disclosure of emissions data is required to communicate progress towards net-zero targets. Transition Risks  continues to assess ESG trends and the regulatory landscape across our operation. Physical Risks To date, no material physical climate-related metrics have been  2026 to account for potentially heightened risks since the last assessment (undertaken in 2022). Climate-related Opportunities  opportunities. Capital Deployment £234,000 invested in 2025 to ensure business resilience to transition risks and regulatory requirements. Internal Carbon Prices An internal carbon price of £16 per metric tonne has been used to support business cases within Gamma, aimed at optimising energy consumption and or Scope 1 & 2 emissions. Gamma expects the carbon price per tonne to increase up to the Company net-zero date of 2042. Remuneration A carbon reduction metric has been integrated into the LTIP. The ESG and Remuneration Committees agreed this target in order to incentivise continuous reduction in Scope 1 and 2 emissions. Further details can be found in the Remuneration Report. Water, waste and biodiversity Water, waste and biodiversity continue to be considered immaterial by the Company. Gamma does not engage in direct water withdrawal and only consumes water for welfare purposes in its facilities. This includes Gamma’s dedicated data centre facility. As is consistent with previous disclosures, Spain and Morocco are the two countries within the Group that face the most water management pressures. Gamma does not directly operate in Key Biodiversity Areas (“KBAs”). The Company will continue to monitor its presence in relation to areas of special interest. As of 2025, Gamma operates at four facilities that lie within a 1km radius of a KBA. These are all non-intrusive  ![]() 2025202420232022 0 500 1,000 1,500 2,000 Vehicles Mains Gas F-Gas Fuels Electricity Emissions (tCO 2 e) Scope 1 & 2 emissions results (Location-based method) Emissions (tCO 2 e) GHG emissions – data: Gamma set an energy and carbon emissions baseline in 2021, ensuring that it could provide   period to which baseline data applies as one year and uses the GHG Protocol methodology for all emissions calculations. Gamma decides upon appropriate carbon conversion factors in dialogue with its external GHG assessment team. Department  factors are used to calculate some UK emission sources, for example natural gas; however, where more granular factors are  information, this will be preferred. The Company is committed to continually improve the quality of its data collection methods across the Group. We strive to collate as much primary data as possible; however, benchmarks are applied in agreement with  information is not available, typically for small,  In 2025, Gamma assessed 81% of its  environmental management commitments, as well as their impact on Gamma’s Scope 3 emissions calculations. Scope 3 emissions are dominant in their contribution to Gamma’s total carbon footprint, and the Company has observed that this is a consistent pattern amongst  Gamma discloses its emissions inventory on page 67. Completing an inventory to this extent  appreciation for the environmental impacts of its various activities. Energy consumption Scope Source 2024 2025 UK Global\* UK Global 1 Natural Gas 137,409 220,153 76,436 141,274 Company Vehicles 347,664 862,024 386,637 842,197 Diesel 20,842 0 30,012 0 2 Electricity 5,108,849 597,156 4,959,335 685,077 Total kWh 5,614,764 1,679,333 5,452,420 1,668,548 Group Scope 1 and Scope 2 emissions Scope Emissions source Emissions (tCO 2 e) Description2021 2022 2023 2024 2025 1 Natural Gas 68.3 100.8 77.1 65.0 53.8 Consumption of heating gas for welfare Refrigerant Gas 5.4 208 .1 55.0 149.0 59.7 F-gas losses from cooling units Fuels (Diesel) 13.9 8.0 6.1 5.0 7.6 Diesel consumption for generators Company Vehicles 352.3 256.3 251.0 226.0 214.1 Owned or controlled Company vehicles Total Scope 1 emissions (tCO 2 e) 439.9 573.2 389.2 445.0 335.2 2 Electricity – Location 2,443.2 1,270.4 1,244.0 1,248.0 1,106.7 Emissions from electricity consumption based on grid averages across the Group Electricity – Market 993.1 143.9 98.0 186.0 144.1 Emissions from electricity  for contractual instruments, e.g. renewable energy procurement Total Scope 1 &2  2 e) 2, 883.1 1,843.6 1,633.2 1,693.0 1,441.9 Total Scope 1 & 2  2 e) 1,433.0 717.1 487.2 631.0 479.3   Aligned to SECR, a breakdown of Scope 1 & 2 emissions attributable to the UK operation  Scope UK tCO 2 e UK % of scope Global tCO 2 e Global % of scope 1 129.88 38.75 205.32 61.25 2 (l) 968.57 87.52 138.13 12.48 1 & 2 (l) 1,098.45 76.18 343.45 23.82 \* Global excludes UK. 66 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD continued ![]() Scope 3 emissions “Value chain emissions” represent the total emissions across Scopes 1, 2 and 3. Gamma has conducted a comprehensive emissions inventory for all upstream Scope 3 sources and discloses all relevant data in alignment with the GHG Protocol. A full screening of emission  Scope Category Inventory/ Screened Methodology 2025 emissions (tCO 2 e) % of total Scope 3 emissions Description 3 (1) Purchased goods and services Inventory Hybrid 33,773.2 92.47 Procurement activities including network points of presence.  emissions are calculated for the given category 3 (2) Capital goods Inventory Average product 88.0 0.24 Purchase of laptops, monitors, printers and other IT equipment 3 (3) Fuel and energy related activities Inventory Average product 380.4 1.04  controlled vehicles and transmission and distribution (“T&D”) losses 3 (4) Upstream transport Inventory Hybrid 162.3 0.44 Courier deliveries, third-party transport of inbound goods 3 (5) Waste Inventory Average data; waste  59.5 0.16 General waste streams from operations 3 (6) Business travel Inventory Hybrid 1,045.9 2.87  taxis and private vehicles 3 (7) Employee commuting Inventory Hybrid 1,015.7 2.78 Employee transport between home and normal place of work and emissions arising from homeworking 3 (8) Upstream leased assets Inventory None 0.0 0.00 Not relevant – no leased assets 3 (9) Downstream transport Screened None 0.0 0.00 Third-party transportation of products 3 (10) Processing of sold products Screened None 0.0 0.00 Not applicable 3 (11) Use of sold products Screened None 0.0 0.00 Not calculated – customers would report emissions associated with use of Gamma products in their Scope 2 inventory 3 (12) End of life treatment of sold products Screened None 0.0 0.00 Not applicable 3 (13) Downstream leased assets Screened None 0.0 0.00 Not applicable, no downstream leased assets 3 (14) Franchises Screened None 0.0 0.00 Not applicable, no franchises 3 (15) Investments Screened None 0.0 0.00 Not applicable, no investments As is consistent with past disclosures, purchased goods and services remain the dominant emission source, accounting for 92% of Scope 3 emissions and 89% of value chain emissions. The lack of a consistent and robust methodology to calculate downstream emissions remains a barrier to disclosing accurate downstream emissions (particularly the use of sold products). Total emissions % of Scope 3 emissions Scope 3 96% Scope 2 3% Scope 1 1% Other 8% Purchased goods and services 92% Value chain emissions prole 67 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() 2024 202520232022 0 0.04 0.02 0.06 0.08 0.10 0.12 0.096 0.084 0.093 0.113 Emissions (tCO 2 e/m 2 ) Reporting Year Intensity Ratio (“IR”) – Scope 1 & 2/oorspace emissions (tCO 2 e) 2024 202520232022 0 2.00 4.00 6.00 8.00 10.00 Emissions (tCO 2 e/£100,000) Reporting Year 6.47 5.88 8.39 7.65 Intensity Ratio (“IR”) – Value chain (“VC”)/revenue emissions (tCO 2 e) Intensity Ratio Given the composition of the Group’s portfolio, Scope 1 and 2 intensity is    Value chain emissions are primarily driven by purchased goods and services, making Group revenue the most appropriate metric for Scope 3 intensity. Gamma has achieved a substantial reduction in Scope 1 and 2 emissions despite continued business growth and  targeted initiatives such as improving the  centre (e.g. through rack consolidation), reducing Company car impacts (through transition to lower emission vehicles) and removing mains gas sources across the Group, all of which took place in 2025. Gamma recognises the potential lag in decarbonising newly acquired entities  including mergers and acquisitions, may pose challenges to achieving net-zero  purchased goods and services. To address this, Gamma actively manages its supply chain in line with its Ethical Procurement Policy and monitors supplier sustainability performance through GHG emissions tracking, assessment of published net-zero commitments, and CDP submissions. This approach has helped to reduce the intensity ratio of value chain emissions once more in 2025. 68 Gamma Communications plc Annual Report and Accounts 2025 #### TCFD continued ![]() 859.8 479.3 Scope 1 & 2 (m) Emissions (tCO 2 e) Results Net-zero trajectory 2029202820272026 20252024202320222021 200 0 800 600 400 1,000 1,200 1,400 1,600 2030 Reporting Year Scope 1 & 2 (m) NZ emissions trajectory GHG emissions – performance: The Science Based Targets initiative (“SBTi”) has approved Gamma’s near-term science- based emissions reduction target, and Gamma has also committed to setting long-term SBTi-validated targets to  By pursuing target validation, Gamma ensures that its carbon reduction pathway aligns with the Paris Agreement goal to limit global warming to 1.5°C. Gamma’s near-term commitment is to reduce absolute Scope 1, 2 and 3 emissions by 50% by 2030 from a 2021 base year, including a 90% reduction in Scopes 1 and 2 emissions within the same timeframe. Its long-term target is to reach net-zero greenhouse gas (“GHG”) emissions across the entire value chain by 2042, representing at least a 90% reduction in total GHG emissions from the 2021 baseline. Since establishing its 2021 baseline, Gamma has reduced Scope 1 and 2 emissions beyond the trajectory required  However, reductions across the value chain have lagged relative to Scope 1 and 2 emissions. This is primarily due to increased emissions from purchased goods and services between 2021 and 2023. Between 2021 and 2023, Gamma’s supplier-related emissions increased  decarbonisation across the supply chain.  supplier emissions began to decline year-on-year in 2024. This downward trend is expected to continue through to 2030, supported by greater supplier emissions disclosure and a growing number of net-zero commitments, including SBTi target validation and voluntary framework  Although Gamma has maintained  the Company’s focus remains on genuine emissions reduction rather than reliance  net-zero by 2042, Gamma continues to implement measures to mitigate residual emissions beyond its operational control.  covers Scopes 1, 2, and 3 in accordance    voluntary standards, including Gold Standard,  Climate, Community & Biodiversity (“CCB”). Emissions reduction targets 2021 Baseline year (tCO 2 e) 2030 Near-term target (tCO 2 e) 2042 Long-term target (tCO 2 e) Scope 1 439.9 43.99 43.99 Scope 2 (m) 993.1 99.31 99.31 Scope 3 31,158.80 15,579.40 3,115.88 Total 32,591.80 15,722.70 3,259.18 Note, total reduction for 2030 exceeds 50% from baseline due to Gamma’s aggressive carbon reduction target for Scope 1 and 2 emissions by the end of the decade. Results Net-zero trajectory 37,967 Near-term value chain target Long-term value chain target 34,420 43,780 Reporting Year 2042 2041 2040 2039 2038 2037 2036 2035 2034 2033 2032 2031 2030 2029 2028 2027 2026 2025 2024 2023 2022 2021 0 10,000 20,000 30,000 40,000 50,000 Value Chain Emissions (tCO 2 e) Value chain NZ emissions trajectory 69 Gamma Communications plc Annual Report and Accounts 2025 Governance reportStrategic report Financial report Additional information ![]() Gamma understands the importance of having a well- #### established governance regime #### across its business and how #### fundamental this is to its #### continued success.  governance structures are appropriate  development and as a rapidly growing business it is seeking to keep the maturity  that would be deemed appropriate for the size of the business. The Board is responsible to the shareholders for the proper management of the Group and more on corporate governance can be found in the Governance report. Management oversees the establishment  managed through a combination of internal frameworks and externally recognised and audited standards. These take the form of Group and local-level administrative and technical controls, examples of which may be access to internal systems, critical processes such as commercial approval or the management of network change, and policies setting expectations upon its employees and its stakeholders. These internal controls align to and inform  Board-level oversight. #### Governance process Gamma’s risk management framework is closely coupled to its governance priorities and this connection ensures that these priorities are owned and managed at a suitable level within the Company. Gamma continues to be subject to both internal and external audit of various controls and drives a continuous improvement ethos. The policy framework ensures its policies   framework encourages greater consistency in policy design, clear behavioural guidelines and encourages greater use of conformance measures. All Group policies are reviewed and approved annually by the Board. All policy is governed by the internal governance team to drive consistency. Current published Group policies include those listed below which were approved as part of a review of overall governance arrangements on our move to the Main Market in May 2025: • Anti-Bribery and Corruption • Data Protection • Disclosure Policy • Environmental Management • Equality, Diversity and Inclusion • Ethical Conduct • Failure to Prevent Fraud • Failure to Prevent Tax Evasion • Information Security • M&A Policy • Political Contributions • Political Lobbying • Related Parties Transactions Policy • Risk Management • Share Dealing •  • Strategic Projects Policy • Tax Policy • Whistleblowing Current UK policy includes: • Ethical Procurement The Company wants to ensure that it continues to empower employees to challenge boundaries while avoiding unnecessary risk. #### External certications  its UK business and it is the intention to apply common standards to its recently acquired subsidiaries within the UK and  •  since 2012 (With extensions to scope completed for Benelux and Placetel in 2025) • ISO 22301: Business Continuity  • ISO 14001: Environmental Management,  •  since 2003 • BS 10008: Electronically Stored  •  •  since 2020 •  Jan 2025 Gamma brought its standards under a single Integrated Management System (“IMS”) in 2023, which ensures greater consistency  managed across the Gamma Group. #### Assurance Since the introduction of ISO standards  Company, Gamma has conducted regular assurance activities to ensure ongoing compliance and a culture of continuous improvement. In addition, Gamma’s UK business is regularly and successfully audited by its larger Enterprise and  contractual requirements around items such as security, general processes and operational governance. The Strategic report was approved by the Board of Directors on 23 March 2026 and signed on its behalf by: #### Bill Castell  ### Gamma’s approach ### to internal governance 70 Gamma Communications plc Annual Report and Accounts 2025 #### Strategic report sign-o ![]() # Governance # report Chair’s introduction to corporate governance 72 Board of Directors 74 Executive Committee 76 Corporate governance report 78 Nomination Committee report 81 Audit & Risk Committee report 85 ESG Committee report 89 Remuneration Committee report 91 Remuneration Policy 96 Annual Report on Remuneration 103 Directors’ report 113 Statement of Directors’ responsibilities 115 Governance reportStrategic report Financial report Additional information 71Gamma Communications plc Annual Report and Accounts 2025 ![]() 72 Gamma Communications plc Annual Report and Accounts 2025 #### Chair’s introduction to corporate governance ### Eective corporate governance ### tounderpin strategic execution Dear shareholder, Welcome to the Corporate governance report for the year ended 31 December 2025, which I am pleased to present on   completion of the move from AIM in May 2025. From a governance perspective,  appropriate structures and processes that we had worked hard to put in place over several years to be able to operate on this market. We continue to maintain the highest standards for a large publicly quoted company, believing that stable corporate governance is essential, and we are committed to ensuring the integrity of both the Board’s processes and of those of the Group as a whole. #### Corporate Governance Code In respect of the year ended 31 December 2025 Gamma was subject to the 2024 UK Corporate Governance Code (the “Code”).  applied the principles and complied with all the provisions of the Code throughout the year, with the exception of Provision 29 which  and will be reported on in next year’s Annual Report. Further information on our approach is set out in within this governance report.  Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules, also required as  #### Relations with shareholders Communication with shareholders is  undertaken through press releases,  release of the annual and interim results  issues its results promptly to all shareholders and also publishes the  To ensure that the members of the   there is regular dialogue with institutional shareholders, including meetings with  announcement of the Company’s annual and interim results. The Board aims to  and institutional investors and welcomes their participation. I have continued to meet with our major shareholders during 2025, which I have expanded on in this report. In early 2025 the Remuneration Committee, on behalf of the Board, consulted with major shareholders on changes to executive pay and the implementation of the Remuneration Policy. #### Looking ahead Having developed our governance processes in advance of the move to   of risk management oversight, to ensure we can report compliance against Provision 29 next year. We are well developed with     #### Martin Hellawell Chair and Independent Non-Executive Director 23 March 2026 #### Martin Hellawell Chair #### Strategy and culture The Strategic report sets out the key achievements in 2025, all of which were reviewed and endorsed by the Board in its role of overseeing the Group’s strategic objectives. The Board understands the importance of culture and setting the tone from the top in a growing international group. We actively monitor culture, drawing on employee engagement data, workforce feedback and leadership insight, to ensure that policies, practices and behaviour throughout the business remain aligned with the Company’s purpose, values and strategy. Further detail on our engagement with employees is set out later in this report. #### The Board The report provides an insight into the activities of the Board and Committees and how we seek to ensure our decision-making supports Gamma and its strategic objectives. The Board is cognisant that  Company’s success but impact a wide variety of stakeholders, and further detail  out on page 48. During the year, we continued to keep under review the composition of the Board and its Committees to ensure that we have the right balance of skills, independence, experience and diversity, and further information is provided on these changes  Bill Castell will stand down as a Director  search process, we announced the appointment of Damien Maltarp as the new CFO on 20 March 2026. Damien will join Gamma later in 2026. We have appointed Chris Jagusz as an Independent Non- Executive Director and he joined the Board  later in the governance section. #### Remuneration The Company’s Remuneration Policy is designed to ensure that the Company can attract, retain and motivate Executives and senior management of the right quality  and longer-term potential. Please refer to the Directors’ Remuneration report for further details around Executive pay. ![]() Chair Responsible for the leadership  Martin Hellawell Chair and Independent Non-Executive Director Executive Directors Responsible for running the Company’s business. Andrew Belshaw Bill Castell   Non-Executive Directors Bring an independent perspective to decision-making; hold senior management to account;   Rachel Addison Charlotta Ginman Shaun Gregory Xavier Robert Chris Jagusz Senior Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director  and Senior Independent Director, which is available on the website. Governance reportStrategic report Financial report Additional information 73Gamma Communications plc Annual Report and Accounts 2025 Corporate governance framework The Board has a clear corporate governance framework, as illustrated below, with clearly dened responsibilities and accountabilities designed to safeguard and enhance long-term shareholder value, andprovide a robust platform to realise the Company’s strategy. Audit & Risk Committee The Audit & Risk Committee is responsible for ensuring the    balanced and understandable. It is also responsible for oversight of the internal audit function and the relationship with the external auditor. The Committee also has oversight of risk matters, including a duty to carry out a robust assessment  Audit & Risk Committee report Page 85 Nomination Committee The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any Committees of the Board. The Committee also oversees succession planning for the Executive Directors and Executive Committee members. Nomination Committee report Page 81 Remuneration Committee The Remuneration Committee is primarily responsible for determining and agreeing with the Board the broad policy for the remuneration and employment terms of the Executive Directors, Chair and other senior executives, along with overseeing general pay practices across the Group. Remuneration Committee report Page 91 ESG Committee The ESG Committee’s purpose is to oversee the development of the Company’s ESG strategy; review performance measurement and reporting against relevant KPIs, targets and external requirements; and oversee the establishment of policies and  ESG Committee report Page 89 BOARD OF DIRECTORS BOARD COMMITTEES ![]() 74 Gamma Communications plc Annual Report and Accounts 2025 #### Board of Directors ### Our highly experienced Board #### Our Board blends industry expertise #### with public company experience. #### Martin Hellawell Chair and Independent Non-Executive Director Appointed to the Board: 2023 Committee membership: The Board Chair attends all Committee meetings as a guest. Martin was appointed as Gamma’s Chair on 1 July 2023. He joined Softcat plc in 2006 and held executive positions until 2018 as Chief Executive  led the Company through a highly successful IPO   end of July 2023. Prior to Softcat, Martin spent 13 years at Computacenter plc, where he was responsible for the marketing function, ran Computacenter’s French subsidiary and led  and Germany. Other roles: Martin is Chair of Raspberry Pi Holding plc. Nationality: British N ESG REM #### Andrew Belshaw  Appointed to the Board: 2014 Committee membership: ESG Andrew has served as Gamma’s Group Chief     into a pan-European provider of business-critical communications technology. Andrew began his career in audit and corporate  he advised a broad range of technology sector clients. He subsequently moved into industry, joining Xansa plc in a business development role before joining Gamma in 2007 as Finance Director for the UK Channel business.  St John’s College, Cambridge and an MBA from Warwick Business School. He is a Fellow of the Institute of Chartered Accountants in England  Other roles: None Nationality: British #### Rachel Addison Senior Independent Non-Executive Director Appointed to the Board: 2022 Committee membership: N A&R REM  operational management experience. She has  board level roles including at Future plc (CFO),  (Managing Director), Local World Limited (CFO  COO) and Boots the Chemist where she was  Rachel is a chartered accountant and is a member  England and Wales. Other roles: Rachel is currently a non-executive  international leisure operator of ten-pin bowling centres; Watkin Jones plc, housing developer and manager of student and build to rent accommodation; Tapir Holdings plc, a strategic investment holding company; and Wates Group,  development and property services business. Nationality: British #### Shaun Gregory Independent Non-Executive Director Appointed to the Board: 2022 Committee membership: REM ESG Shaun has had an extensive career across media, advertising and telecommunications spanning over 30 years. He has held senior roles across Emap PLC, Telegraph Media Group, Blyk and Telefonica. More recently, he has been the CEO of EMG Group, Exterion Media and IYUNO Media Group. Shaun has also been a Non-Executive Director  Telefonica’s WAYRA, Ocean Outdoor, Bliss Media and Proxama. He has also served on a number of Trade Body Boards, including the MMA and the Advertising Association. Shaun studied at both Ashridge and Wharton Business School. Other roles: Shaun is currently non-executive chair of Acclaro, a US-based translation services and localisation technologies company; an independent non-executive director of HYGH,  non-executive chair of MVF, a media and marketing company; an independent non- executive director of eSIMGo, an eSIM technology provider; a board member of Childline (NSPCC);  Children’s Hospital. Nationality: British #### Xavier Robert Independent Non-Executive Director Appointed to the Board: 2020 Committee membership: None Xavier is a senior private equity professional with more than 25 years of experience in M&A and investment deal experience across Europe and    Previously Xavier was in charge of technology investment globally for Bridgepoint. Other roles:   company. He is also on the boards of Kyriba,   programmatic advertising company; and 73Strings, a leading software solution for  Nationality: French #### Bill Castell  Appointed to the Board: 2022 Committee membership: None Bill joined Gamma in 2022 from OVO Energy,  Before joining OVO Energy in 2020, Bill spent three years at Virgin Media which he joined as   Bill was at Barclays Bank where he held a number      worked in the technology, media and telecom sector as an auditor at Deloitte and investment banker with Goldman Sachs. Bill is a Fellow of the Institute of Chartered  Other roles: Bill is also a Non-Executive Director  Nationality: British ![]() British 6   French 1 Male 6 Female 2 #### Tenure #### Board gender #### Independence #### Board nationality 0-3 years 2 3-5 years 3 5+ years 3 Independent Non-Executive 6 Executive 2 Governance reportStrategic report Financial report Additional information 75Gamma Communications plc Annual Report and Accounts 2025 #### Charlotta Ginman Independent Non-Executive Director Appointed to the Board: 2020 Committee membership: A&R N Charlotta began her career at Ernst & Young, where  then appointed to a series of senior roles in investment banking with UBS, Deutsche Bank and JP Morgan both in London and Singapore, where she gained considerable M&A transactional experience. Charlotta has also held senior roles within Nokia Corporation, including acting as CFO of its luxury mobile phone division Vertu Corporation Limited. Other roles: Charlotta is a non-executive director of XP Power Limited, JPMorgan India Growth & Income plc, VinaCapital Vietnam Opportunity Fund Limited and Boku Inc (AIM).  two of these appointments are with investment  board meetings a year and accordingly she has   Nationality:  #### Chris Jagusz Independent Non-Executive Director Appointed to the Board: 2026 Committee membership: Chris has over 35 years’ operational and advisory experience in the telecommunications and technology sectors. He spent two decades at BT Group, including periods in its German business, before holding senior executive positions at Eurotel, Daisy Group, SSE Telecoms (now Neos Networks) and Azzurri Communications. His most recent  Redcentric plc, the AIM-listed IT Managed Services provider, from October 2017 to November 2018. Since then, Chris has held roles at a number of private and private equity-backed companies. Other roles: Chris currently retains chair positions on smaller businesses which operate in the telecommunications and technology sectors, including Indigo, a specialist managed and professional service provider; and Vaioni, network provider and digital transformation business. Nationality: British #### Key to Committees  Committee Chair A&R Audit & Risk N Nomination REM Remuneration ESG ESG Board and committee changes in 2026 Bill Castell will resign from the Board on 31 March 2026. Chris Jagusz   disclosed following implementation of the changes. A&R ![]() 76 Gamma Communications plc Annual Report and Accounts 2025 #### Executive Committee #### Andrew Belshaw  Biography available on page 74. #### Bill Castell  Biography available on page 74. #### Chris Bradford  Chris joined Gamma in 2021 to lead the Company’s People and Engagement strategy, having worked as a board-level HR leader, and subsequently as a consultant, on business transformation and organisation design programmes for organisations across multiple sectors and geographies such as Vodafone, Equinix, Aviva Investors, the Financial Ombudsman Service and the British Olympic Association.   #### Colin Lees  Colin joined Gamma in January 2024 from   During this time, he designed and built the   Prior to this, Colin held a number of leadership roles at the BT Group, including CTO of the BT Group Consumer & Business divisions, driving IT transformation and launching a range of new products – including Business VOIP platforms, BT Sport    Belfast with a degree in Computer Science. #### David Macfarlane  David joined Gamma in 2012 following Gamma’s acquisition of his last start-up communications business, Varidion Limited, and built Gamma’s direct go-to-market organisation. He is responsible for driving growth of our Enterprise and Public Sector market share across Europe as CEO – Gamma Enterprise. A passionate advocate for technology disruption and an engineer by trade, David has built, owned and run multiple IT and communication service providers that have challenged and changed how organisations buy and use business technology. Before this, David had senior IT roles in the  house, and was the co-founder and CTO   ### Introducing our ### Executive Committee We have a strong and talented leadership team which supports the Board and is responsible for day-to-day operations within the business. ![]() Governance reportStrategic report Financial report Additional information 77Gamma Communications plc Annual Report and Accounts 2025 #### Chris Wade  Chris joined Gamma in December 2020 from Aptitude Software where he held the  Chris held a number of leadership roles   businesses within The Sage Group plc,  management solutions to SMEs globally. Chris holds a MPhys in Physics from Jesus College, Oxford. #### Gerben Wijbenga  Gerben was appointed CEO – Gamma Europe in April 2025 to lead our consolidated European business unit, which primarily covers Germany, Spain, the Netherlands and Belgium. He joined Gamma in August 2020 with responsibility for business activities across the Netherlands and Belgium, before his role was expanded in 2023 to include management of the German business. Gerben started his career at KPN where he worked for ten years. After KPN, Gerben was based in France leading several European Mobile Virtual Network Operators (“MVNOs”). Gerben spent time at Telefonica Deutschland and Tele2 in the Netherlands,  Managing Director of the Consumer market, respectively. Gerben has held multiple senior leadership positions in prominent Telco companies across Germany, the Netherlands, France and the Caribbean. #### Rachael Matzopoulos Company Secretary Rachael was appointed as Company Secretary of Gamma in January 2023 having previously gained governance experience in  most recently at GSK plc and Videndum plc. As Company Secretary, she is responsible for advising the Board, through the Chair,  She is a Fellow of the Chartered Governance Institute and has a Masters degree in  University of Glasgow. #### John Murphy  In June 2024, John was appointed as CEO – Gamma Business, having previously been appointed as COO in 2023. John joined Gamma in 2011 bringing more than 15 years of experience delivering successful transformation programmes in  sectors. After eight years as a change management consultant, he then took an operational role for Gamma in 2013 and since that time has worked in various senior roles, overseeing customer services to Channel Partners and Service Providers. ![]() #### Operation of the Board The Board currently comprises eight Directors: six Non-Executive Directors and two Executive  experience and backgrounds. The Board regards all the Non-Executive Directors, being Martin Hellawell, Rachel Addison, Charlotta Ginman, Shaun Gregory, Chris Jagusz and Xavier Robert, as Independent Non-Executive Directors within the meaning of the 2024 UK Corporate Governance Code (the “Code”). The Board is responsible to shareholders   trading performance, set and monitor strategy, examine acquisition and  capital expenditure projects and other  shareholders. The Board delegates authority to management for the day-to-day business under a set of delegated authorities which cover operational matters, purchasing  approval procedures and the hiring of  The Board held a meeting in the Group’s  the Non-Executive Directors met with local managers, more detail on which is set out in the section on Workforce Engagement. Matters for review by the Board are communicated in advance of formal meetings. All of our Directors are subject   Thereafter, all Directors are subject to annual re-election by shareholders at each AGM. #### Time commitment and conicts The Executive Directors are expected to devote substantially the majority of their time, attention and ability to their duties, whereas the Non-Executives have a lesser time commitment. The Non-Executive  time in the business to discharge their responsibilities. Typically, this is 50 to 60 days per year for the Chair, around 30 days per year for Independent Non-Executives with Chair of Committee responsibilities, and around 25 days for Non-Executives. The Chair and Non-Executive Directors have other third-party commitments including directorships of other companies. These external appointments are monitored regularly in case any have the potential to  at the date of the report, no Director held an  their role on Gamma’s Board. As part of the annual Board evaluation, the time commitment of Directors’ other roles is  that these associated commitments have no measurable impact on their ability to  Executive Directors are permitted to have third-party commitments with the permission of the Chair. The CFO has one external appointment, details of which are included on page 74. The CEO has no external commitments. During 2025, certain Directors who  meetings of various Committees by invitation and this included the Chair attending all Committee meetings.  attendance table. Where a Director is unable to attend meetings of the Board or of Board Committees of which they are a member, such Director is expected to review the relevant papers for the meetings and provide their comments to the Board or  meetings. All Directors attended each Board and Committee meeting during 2025. #### Training and development New Directors receive an induction on their appointment to the Board which covers the activities of the Group including key market and product information, key business  information, and the terms of reference of the Board and its Committees. As part of the induction process, meetings with all Board members, Executive Committee members  induction plan is drafted for incoming Directors, further detail on which is set out  be adopted for Chris Jagusz’s and Damien Maltarp’s inductions during 2026. The Board members ensure that they keep their skills up to date. They are made aware of accounting, regulatory, governance and legal changes via papers submitted to  documents circulated by the Company Secretary or external advisers. In advance of the move to the Main Market, the  our legal adviser and sponsor regarding the ongoing listed company requirements from legal and regulatory perspectives. ### Corporate governance report #### Board meeting attendance All Directors attended all Board and Committee meetings throughout 2025. Board meeting (scheduled) Board meeting (ad-hoc) Audit & Risk Committee Remuneration Committee Remuneration Committee (ad-hoc) Nomination Committee ESG Committee Current Directors 1 Executive Directors Andrew Belshaw        Bill Castell        Non-Executive Directors Martin Hellawell        Rachel Addison        Charlotta Ginman        Shaun Gregory        Xavier Robert         1 Chris Jagusz joined the Board on 9 February 2026 and did not formally attend any meetings in 2025. 78 Gamma Communications plc Annual Report and Accounts 2025 #### Corporate governance report ![]() #### Board activities in 2025 Strategy • Approved the application for listing in the ESCC listing category of the Main Market of the London Stock Exchange and cancellation of the AIM listing • Approved the acquisitions of Starface and Allnet • Approved entry into a Revolving Credit Facility of £130m • Received presentations on the integration of previous acquisitions • Reviewed other potential acquisition targets which did not complete •  • Review the capital allocation policy and approved a share buyback programme • Received presentations from the Business Unit CEOs including expansion into the APAC region • Considered and approved an employee restructuring project • Reviewed external market changes and competitors via presentations from third-party consultants • Reviewed relationships with key suppliers • Approved changes to the joint corporate broker Operational • Received updates on the Technology function and key projects, including a deep dive on cyber security and overview on AI • Received a presentation on customer service • Approved renewal of insurance policies • Reviewed and approved changes to property leases • Reviewed regular litigation, regulatory, and health and safety reports • Participated in and reviewed output from the 2025 external Board evaluation • Considered and approved Directors’  appointments Risk • Reviewed the status of the principal risks and progress with the implementation of any mitigation plans • Approved the Group’s risk appetite and associated statements • Received updates on regulatory developments • Participated in a deep dive on the requirements of Provision 29 of the 2024 UK Corporate Governance Code and approved a material controls framework People and culture • Discussed talent, diversity and succession planning • Discussed senior management changes and the impact on operations • Reviewed the impact of the Starface acquisition from a people perspective • Reviewed the results of the employee surveys • Reviewed updates regarding health and safety within the Group • Met with representatives of the workforce as part of a programme of work overseen by the Workforce Engagement Director Shareholders • Reviewed feedback following the investor roadshows and other institutional shareholder meetings • Received feedback from the Chair on his individual meetings with the Company’s largest shareholders • Received feedback on investor perceptions from a major shareholder All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, the Company Secretary will ensure that the Directors receive appropriate training as necessary. The appointment and removal of the Company Secretary is a matter for the Board as a whole. All Directors are supplied with information in a timely manner in a form, and of a quality, appropriate to enable them to discharge their duties. The intention is for Board papers to be circulated  Financial performance • Monitored 2025 performance against the approved budget including regular trading updates • Approved the 2024 Annual Report and Accounts and determined they were fair, balanced and understandable • Approved the 2025 interim results •  2025 interim dividend • Approved the 2025 budget • Received reports from the Audit & Risk Committee concerning the overall level  Corporate governance •   Market and directors’ responsibilities as a Main Market company • Reviewed and approved the Matters Reserved for the Board, each of the Committees’ terms of reference, and the Roles and Responsibilities of the Chair, CEO and SID,  • Reviewed and approved Group-level policies and the Modern Slavery Statement, as updated for the move to the Main Market • Reviewed and approved Share Plan rules for all current schemes, as updated for the move to the Main Market • Reviewed and approved the Notice of AGM and corporate governance disclosures  2024 Annual Report) • Considered the key provisions of the 2024 UK Corporate Governance Code and its application to the Company • Chair and Non-Executive Directors met without the Executive Directors present • Received regular reports from Chairs of the Committees on matters discussed #### Board performance The Company has a formal process of annual performance evaluation for the Board, its Committees and individual Directors. The Board and its Committees    conducted at the end of 2025. Full details  from this review, along with actions completed during the year as a result of  in the Nomination Committee report. The Chair continues to meet regularly  understand their views on the Board, strategy, performance and management, allowing feedback to be implemented as appropriate throughout the year. At the end of each meeting, the Directors provide immediate feedback to the Chair  recommended improvements for the subsequent meeting. Governance reportStrategic report Financial report Additional information 79Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Committees The Board’s primary four appointed   one can be found on page 73. The Board has also established M&A and Disclosure Committees which meet on an ad-hoc basis. The M&A Committee met once and the Disclosure Committee did not meet in 2025. All Committees operate under written terms of reference which are available on our website. #### Stakeholder engagement Relations with shareholders Communication with shareholders is  undertaken through press releases, general presentations at the time of the release of the annual and interim results and face-to- face meetings. The Board is supported in   through its relationships with the analyst community and media. The Group issues   website. Regulatory news in relation to the Company is published on our website. There is regular dialogue with institutional shareholders, including meetings after the announcement of the Company’s annual  is shared with the Board to develop their understanding of the views and concerns of major shareholders. The Board aims to use the AGM to communicate with private and institutional investors and welcomes their participation. All the Non-Executive Directors and, in particular, the Chair, the Senior Independent Non-Executive Director and the Remuneration Committee Chair are available to meet with major shareholders. We are pleased that shareholders continue to strongly support the resolutions proposed at our AGM and hope you will continue to do so. As Chair, I have met with several of the Company’s major shareholder throughout 2025 on an ad-hoc basis, to discuss  management, capital allocation and  welcome engagement with and input from shareholders. A representative from a major institutional shareholder attended a Board meeting in November to share his views on the Company. Relations with employees and employeeengagement The Group recognises the importance of employees to the success of the business and ensures that they are fully informed of  working conditions. The CEO conducts  communicate directly through face-to-face meetings with employees on the Group’s  matters, and is joined by members of the  on matters related to their functional areas. This brings a common awareness of relevant business matters across the Group. In addition, there is also a process in place which allows employees to contact the CEO if they wish to bring items to the attention   Director, the designated Non-Executive Director responsible for engagement  programme of activities was delivered to ensure the Board maintains clear insight into workforce sentiment, cultural strengths and opportunities for improvement. A graduate lunch provided early career colleagues with the opportunity to share their experiences. Graduates welcomed  further opportunities for engagement across future cohorts. They also highlighted ways to enhance communication and support greater cross-functional collaboration as they progress through  A roundtable between Gamma’s Non- Executive Directors and mid-level managers from across departments in the Manchester  Engineering, Finance and Marketing created a constructive forum for open dialogue. Managers emphasised the strength of Gamma’s culture, the commitment of  opportunities across the organisation.    opportunities to enhance communication  development pathways, and strengthen cross-team collaboration to support cultural cohesion as the organisation continues  A focus group with You Belong community leaders provided further insight into how employee communities are operating during organisational change. Leaders highlighted the ongoing enthusiasm of employees, the positive impact of enhanced communication platforms in 2025 and the strong sense of purpose within the communities. They also  strengthen and support consistent communication so that all groups feel  Alongside these activities, analysis of  the Board’s understanding of workforce priorities for the year ahead. Details can  Stakeholders sections, including details  received from employees. Further detail on our engagement with stakeholders can be found in the Strategic report on page 44 onwards. Signed on behalf of the Board by: #### Martin Hellawell Chair and Independent Non-Executive Director 23 March 2026 80 Gamma Communications plc Annual Report and Accounts 2025 #### Corporate governance report continued ![]() ### Nomination Committee report Governance reportStrategic report Financial report Additional information 81Gamma Communications plc Annual Report and Accounts 2025 Dear Shareholder, #### On behalf of the Nomination Committee, I present our report for the year ended 31 December 2025, #### setting out the Committee’s key #### activities in 2025 as well as our #### priorities for 2026. We continued our regular programme of Committee meetings throughout 2025,   memberships, consider Board and senior executive succession planning, and review output from the performance evaluation which relates to Board composition. A key focus has been Board composition in respect of Non-Executive Directors, then latterly supporting the recruitment process for the CFO role. I invite all Board members to join Committee meetings so that we form a collective view of the Board’s workings, while the formal Nomination Committee is called upon to  #### Board succession planning #### andchanges My primary focus as Nomination Committee Chair is to consider the Board’s succession plans, both for Non-Executive and Executive Directors. I maintain an open and ongoing dialogue with all Board Directors to discuss their roles on the Board and their views on succession planning, both for their own roles and the Board as a whole. The output from these conversations has informed the discussions held at Committee meetings in 2025 concerning succession planning. #### Executive Directors Bill Castell informed the Board in late 2025 that he would be taking up another executive role at a private equity-backed business.  and the Board would like to thank him for his   AIM to the Main Market, implementing a new ERP system, and improving systems and controls, including importantly on risk    The Committee has supported the CEO in the search process for the CFO role. This oversight has included reviewing mandates    shortlisted candidates. When constructing the long and shortlists the CEO and Committee were mindful of the Board’s diversity including from gender and ethnicity perspectives. Teneo People Advisory was appointed in 2025 to support with the CFO recruitment and has worked closely with the CEO and Committee throughout. Teneo People Advisory does not have any other relationship with Gamma and is managed independently from that part of Teneo which acts as our Financial PR adviser. We were pleased to be able to announce  new CFO on 20 March 2026. Damien brings  expertise to Gamma, underpinned by more than 15 years’ senior leadership experience  Damien will join Gamma later in 2026 and we look forward to welcoming him. #### Non-Executive Directors We were pleased to announce the appointment of Chris Jagusz who joined  worked with Gamma for several years in  experience were well-known to the management team. Being mindful of   telecommunications and technology,   would complement Gamma’s Board. Following a recommendation from the Committee the Board approved his appointment as a Non-Executive Director. Notwithstanding his previous relationship with Gamma, we consider him to be independent on appointment. His independence has been assessed objectively based on the fees paid to him  breach any levels of materiality for Gamma. His biography can be found on page 75 and he will stand for election at the AGM to be held on 13 May 2026. #### Martin Hellawell Nomination Committee Chair #### Nomination Committee The Committee is responsible for overseeing succession planning for    composition and make-up of the  The purpose of this report is to highlight the role that the Nomination Committee plays in monitoring the Board’s balance of skills, knowledge and experience,  diversity of thinking and perspective  The Committee is primarily  • Leading the process and making recommendations to the Board for the appointment of new Directors. • Regularly reviewing the Board structure, size and composition (including skills, knowledge, independence, experience and diversity), recommending any necessary changes and considering plans for orderly succession. • Making recommendations to the Board about suitable candidates  Director and Workforce Engagement Director, and for membership of the Audit & Risk, ESG and Remuneration Committees, along with its own composition, in consultation with the Chairs of the relevant Committees. • Reporting on the outcomes of external and internal Board and Committee performance reviews. ![]() #### Board and Committee evaluation The internal board evaluation completed   implementation throughout 2025, to improve  out in last year’s Nomination Committee report and I am pleased to report    expertise on the Board, we appointed Chris  Secretary continues to work with colleagues throughout the business to improve the quality of the papers we receive and, with  continue to focus on the most strategically important items. We held a Business Planning Day late in 2025 during which we received presentations from management and market updates from two external consultants. This information further supported the Board’s understanding of the Company’s strategy. The Board believes in the value that an externally facilitated evaluation can bring  process to appoint and engage with an external consultant for the 2025 evaluation. Having sought views from Board members and considering the value that a consistent approach would bring, Board Excellence was appointed to complete the performance  externally facilitated review in late 2022. Neither Board Excellence nor its managing partner, Kieran Moynihan, have any connection with the Company or any individual Director, save that Board Excellence has completed performance reviews for other companies on which some Directors serve.  month period in late 2025 and was focused around a core objective of completing an   with the 2024 UK Corporate Governance Code, the UK Financial Reporting Council  internationally recognised board best practices and Board Excellence’s own experience of best practices. I agreed the objectives, process and scope with Kieran Moynihan before an online questionnaire was designed and sent to all Board and Executive Committee members to complete. The questionnaire framework was based on  Excellence, covering operational reviews of the Board and Committees, Board members and dynamics, strategy and meeting materials, and governance oversight. 82 Gamma Communications plc Annual Report and Accounts 2025 The Committee will continue to consider  account the skills, experience and diversity of existing Directors and the desired experience required to support the Company’s evolving strategy. As in previous years, we are mindful of the fact that there are no ethnically diverse Directors on the Board, and this is a regular topic of conversation. We continue to have a clear intention to add ethnic diversity to the Board when appropriate and to increase our gender diversity on the Board. We have included the mandatory diversity disclosures required under the UK Listing Rules in this report. While an external search consultant was not used for the recruitment of Chris Jagusz, where appropriate, the Committee may engage with external consultants to support Non-Executive Director recruitment process in future. This process would   candidates and supporting with the interview process, to ensure that the   #### Appointments to Board #### Committees and Board roles Following changes made in 2024, and given there were no changes to Non-Executive Directors during the year, the Committee made a recommendation to keep the composition of the Board’s Committees consistent during 2025. However, with Board changes in 2026, the Committee has reviewed the composition of the main Board Committees taking account of the skills, experience, diversity and the time required of each of the Directors in discharging their responsibilities. The key changes are set out  24 March 2026. Committee Change (from 24 March 2026) Nomination Rachel Addison appointed and Xavier Robert steps down as a member. Remuneration Martin Hellawell appointed and Xavier Robert steps down as a member. Audit & Risk Chris Jagusz appointed and Xavier Robert steps down as a member. ESG No change SID No change – remains as Rachel Addison WED No change – remains as Martin Hellawell #### Director induction #### andongoingtraining Upon appointment, each Director is provided with an extensive and tailored induction to the Group. Induction programmes comprise meetings with  Executive Committee, with key members  Committee and with the Company’s main external advisers. For certain Board roles, meetings with some of our largest shareholders are also arranged, to learn about their views on the Company and management. Directors are given access to all previous Board and Committee agendas, papers and minutes, along with materials from recent strategy days. As a listed company, newly appointed Directors receive a presentation from our broker on the FCA’s Rules. A detailed induction plan has been drafted for Chris Jagusz which is being managed by the Company Secretary. The induction process will be tailored for Damien Maltarp when he joins later in 2026 given his executive role. Directors are encouraged to sign up to   topics and further training for new and existing Directors is available on request from the Company Secretary. #### Time commitments All Directors demonstrated exemplary   demonstrated in the meeting attendance  spent outside of formal meetings considering matters related to the move  and interviewing, remuneration and risk.  consideration to their external time  devote an appropriate amount of time to their roles on our Board and Committees. #### Nomination Committee report continued ![]() #### Board and executive management diversity Prepared in accordance with UK Listing Rule 6 Annex 1R as at 31 December 2025. There has been one change to the data since this report, being the appointment of Chris Jagusz who is classed as a white man, which has changed the gender diversity of the Board to 75% men and 25% women. Gamma meets the requirement for one of the key roles of Chair, SID, CEO or CFO being held by a woman. While we do not currently meet the targets for gender or ethnic diversity, the Nomination Committee continues to review Board  Gender identity or sex 1 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and chair) Number in executive management Percentage of executive management Men 5 71% 3 7 78% Women 2 29% 1 2 22% Ethnicity Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and chair) Number in executive management Percentage of executive management White British or other White (including minority-white groups) 7 100% 4 9 100%  0 0% 0 0 0%  0 0% 0 0 0%  0 0% 0 0 0% Other ethnic group 0 0% 0 0 0%  0 0% 0 0 0% 1 The data reported Is on the basis of gender identity. \* The data contained in the tables on this page was collected as part of the annual declaration process for the Board, whereby the Board members received declaration forms for self-completion. The declaration forms included the same questions relating to ethnicity and gender. Data for the Executive Committee has been recorded as part of their employment. The data is used for statistical reporting purposes and is provided with consent. Governance reportStrategic report Financial report Additional information 83Gamma Communications plc Annual Report and Accounts 2025 Kieran spent time reviewing the previous  including Board and Committee meeting agendas, papers and minutes; corporate governance materials; the risk register and risk management materials; and strategy documentation, providing him with a detailed overview of the framework under which the Board and its Committees  interviews between Kieran, all Board and Executive Committee members, and the Company Secretary were undertaken,  The Board meeting and two Committee  were observed, both in-person and online. An initial report with accompanying recommendations was presented to    been made with the Board’s internal dynamics and engagement between the Board and Executive Committee. Each of the Audit & Risk, Remuneration and ESG   relationships with key stakeholders in the business. The Workforce Engagement programme was rated particularly highly. The Board has agreed actions relating to: further improvements to the strategy  succession planning framework and  promote best practice reporting throughout the business. These will be tracked by the Board throughout the year and we will  report. The Board expects to conduct an internally facilitated performance review at the end of 2026, building on the key themes from the 2025 review and will report on the  #### Reappointment of Directors The reappointment of Directors is subject  activities and satisfactory performance.  at the 2026 AGM, will stand for re-election at the AGM annually. This includes Chris Jagusz   the contributions made by the Directors   Company should support their re-election. #### Executive Committee succession #### planning  Nomination Committee meetings when appropriate to support on succession planning discussions. Our biannual reviews focus on the Executive Directors, members of the Executive Committee and other key employees throughout the Group who have longer-term potential to grow into Gamma’s future leaders. #### Diversity Gamma is committed to creating a workplace where every person feels valued and where diverse views and ideas are embraced, while facilitating the delivery of our strategic goals. The Board and the Nomination Committee believe that being an inclusive employer is essential for our long-term success and we are more focused than ever on recruiting, retaining and engaging the broadest range  As at 31 December 2025, the Board comprised 29% female and 71% male Directors, but does not contain any ethnically diverse Directors. The Senior Independent Director is female. The Committee is mindful of the need for ethnic and gender diversity, and the associated targets under the Listing Rules, with detail shown in the tables below. ![]() 84 Gamma Communications plc Annual Report and Accounts 2025 Gamma operates a Group Equality, Diversity and Inclusion (“EDI”) Policy, which promotes equality and fairness for all individuals connected with the business. The policy applies across the workforce and to external applicants, customers, contractors and business partners. For Group entities outside the United Kingdom, the policy operates alongside and, where applicable,   The policy aims to create an inclusive culture and ensure that decisions are  of age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex, sexual orientation, caring responsibilities or any other irrelevant factor. The Executive Committee leads by encouraging inclusive behaviours, supported by the People Team, which promotes EDI values, and reviews key policies to ensure they remain non- discriminatory. Line managers reinforce these expectations within their teams, and all employees are responsible for upholding the principles of the policy. Concerns about potential discrimination can be raised through line management, senior management or the People Team, and  established procedures. Gamma has set a gender diversity target and continues to make progress through inclusive recruitment practices and training for hiring managers. During the reporting period, the Group monitored progress against this objective through workforce data analysis. #### Martin Hellawell Nomination Committee Chair 23 March 2026 #### Nomination Committee report continued ![]() #### Charlotta Ginman Audit & Risk Committee Chair #### Composition and attendance in2025 Audit & Risk Committee comprises Charlotta Ginman, Rachel Addison  The Audit & Risk Committee, as a whole, has competence relevant to the industry with both Charlotta Ginman and Rachel Addison having recent and relevant  Biographies of the Committee members can be found on pages 74 and 75. In addition to the Committee members, meetings are also normally attended by invitation by the CEO, the CFO, the Board Chair, the Group Financial Controller, the UK CFO, the Director of Financial Reporting, the Risk & Controls Director, the External Audit Partner, an Internal Audit representative from PwC and the Company Secretary. In addition, members of senior management attend by  including risk management, tax and treasury. The Committee meets at least four times each year and all Committee members attended each meeting. ### Audit & Risk Committee report Dear Shareholder, #### As Chair of the Committee, I am #### pleased to present the Audit & Risk #### Committee report for the year #### ended 31 December 2025. The Audit & Risk Committee assists the Board in discharging its responsibilities with  internal audits, controls and in its duty to carry out a robust assessment of the emerging and principal risks facing the Company. The duties and responsibilities    The Committee carries out the functions required by DTR 7.1.3R which are described in this section.  focusing on the additional requirements that would apply following our move from AIM to the Main Market, ensuring that we would be compliant with the necessary disclosures under the 2024 UK Corporate Governance Code. Further detail is set  #### Signicant matters considered #### by the Audit & Risk Committee #### during the year #### Key reporting matters During the year and as part of the year-end process, the Committee considered the following key reporting matters in relation  disclosures, with input from both management and the external auditor: • Revenue: During the year, the Committee received updates on material new revenue contracts entered into during the period which covered the accounting impacts, including those related to non-standard terms. The Committee was also updated by management on the Group’s revenue recognition policies. The Committee obtained an understanding of results of the work performed by the external auditor in this area, including on controls relating to the accuracy of Gamma Business usage revenue. The Committee continues to be  • Acquisition of Starface: Management presented its assessment of the fair value of recognised assets and liabilities related to the acquisition of Starface. This was a  the acquisition, in particular the customer relationship intangible asset of £87.7m that was recognised. The Committee reviewed and discussed the fair value assessment, which included the work  associated assumptions, which were based on the Board approved business case, with management. It also considered the goodwill of £88.8m, development costs intangibles of £14.9m and brand intangibles of £6.6m recognised as part   Governance reportStrategic report Financial report Additional information 85Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Audit & Risk Committee report continued The Committee also spent time talking about other reporting matters over the course of the year including: •  critical judgements in note 2, including reviewing the associated disclosure. • The goodwill and intangible asset impairment assessment. The Committee in particular discussed the Netherlands cash generating unit (“CGU”) and related sensitivity disclosure as the level of headroom remained similarly modest as in the prior year, noting management did not consider this to be a key accounting estimate given that Netherlands goodwill was £8.5m at 31 December 2025. • The decision to classify £10.6m of costs as exceptional which was consistent with the Group’s accounting policy. • Management’s provisional IFRS 18 impact assessment for the period ended  • The viability report and going concern assessment, in particular challenging to ensure that the Group’s principal risks and assumptions around share buybacks were included in the severe but plausible scenarios modelled. #### Internal control framework – #### acontinuing journey During the year, an experienced Risk and Controls Director was appointed, reporting directly to the CFO, to strengthen coordination across control, audit and risk assessment activities. We will continue to invest in this team to support ongoing   Our move to the Main Market has increased our focus on the 2024 UK Corporate Governance Code, including the requirements of Provision 29 regarding internal controls,  we have recruited additional internal expertise and implemented a comprehensive Risk and Controls technology platform. This has enabled the design of a material control framework for Provision 29, which was Board approved in a dedicated session in November 2025. We have ensured our approach is proportionate but also value-adding to the Group and we believe it is consistent with other similar size listed businesses. We have also implemented a self-assessment process which will be used as part of validating material controls going forwards. Our new Finance ERP system was implemented in the UK on 1 January 2026. This system, and the Group-wide HR system implemented in 2024, further strengthen our  and are integral to our control framework. During the year, we carried out internal testing of key controls across several areas in line with our established internal controls plan. PwC, our outsourced internal auditor for the year, also completed its planned deep dive reviews. We have assessed the  strengthening controls where appropriate. The insights gained have enhanced our internal control framework and continue to inform our preparations for Provision 29. #### Internal audit The activities of the internal audit function are governed by an Internal Audit Charter that is reviewed and approved by the Committee on an annual basis. During  on the internal audit work for the following areas, all undertaken by PwC as the outsourced internal auditor: • ERP system project governance (ongoing from previous year) • Product development lifecycle controls • IT General Controls (follow up review) • Internal controls programme health check for UK Corporate Governance Code compliance   but did highlight some areas that could be improved. Management is currently implementing these enhancements to strengthen the control environment. The    completion of any overdue tasks. The Committee reviewed and approved the risk-based 2026 internal audit plan (moving to a co-sourced model with PwC for 2026 following the strengthening of the internal team), which will focus on the following  • Demand and strategy management • Business continuity (follow up review) • Integration of new acquisitions • Sales commission, governance, process and controls The PwC team is led by Jill Emney, who attended three of the four Audit & Risk Committee meetings held during 2025. Throughout the year, I met regularly with both Jill and the Risk and Controls Director to gather feedback and ensure continued progress in strengthening the department. For the year ahead, the internal audit plan  additional dedicated resource to be recruited into the Risk and Controls team. This blended co-sourced model enables  PwC’s deep technical expertise in areas requiring specialist knowledge, while also  reviews supported by internal capability and ongoing collaboration. In addition, the internal team will be positioned to test the  29 as part of the corporate governance reform. Continuous testing of material controls will also be undertaken to maintain ongoing compliance with the requirements of the corporate governance code. #### Management Fraud Risk #### Assessment At the year-end Committee meeting in March 2026, management presented a comprehensive Management Fraud Risk Assessment report. This outlined the methodology applied, the risk areas evaluated, and the conclusions reached.  robustness and clarity of the assessment. For 2026, the process will be further enhanced to strengthen Group-wide   Crime and Corporate Transparency Act. These enhancements are designed to improve consistency, increase the depth  reinforce the Group’s overall fraud risk management framework. 86 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Annual Report and nancial #### statements The Board has asked the Committee to  as a whole can be taken as fair, balanced and understandable and provides the information necessary for shareholders to assess the  business model and strategy. In doing so  • The way the Strategic report (including the Chair’s statement and reports of the CEO and CFO) presents the Group and its  and the key performance indicators and alternative performance measures used by management, along with whether the drafting of the Strategic report was  • Whether suitable accounting policies have been adopted and have challenged the robustness of material management   • The comprehensive control framework around the production of the Annual  in place to deal with the factual content. • The extensive levels of review that are undertaken in the production process,  • The Group’s internal control environment. The Committee also received an update from management in relation to accounting policies  of critical accounting judgements and key  accounting policies and the proposed disclosures of these in this Annual Report. Following discussions with management and the external auditor, the Committee approved the disclosures of the accounting policies set  management estimates and critical judgements set out in note 2 to the   Performance Measures (“APMs”) to present its results alongside statutory IFRS measures. These APMs are used by management in  measures and are not considered to be superior to equivalent statutory IFRS measures, but are designed to provide  additional useful information on the ongoing trading performance of the business. An explanation of the APMs and a reconciliation to the nearest statutory equivalent measure is provided on pages 173 to 177. As a result of the work performed, the Committee has concluded that the Annual Report for the year ended 31 December 2025, taken as a whole, is fair, balanced  information necessary for shareholders to assess the Group’s performance, business model and strategy, and it has reported on  #### Risk management Details of the Group’s overall risk management governance framework, processes, principal risks and mitigation strategies, can be found on pages 34 to 42 of the Strategic report. The Group risk management and internal control framework continues to drive  assessed and managed, while also strengthening senior executive accountability  framework and has received updates on  a deeper understanding of these risks. The Committee, together with management, undertook a review and challenge of the areas of emerging and principal risk and associated risk appetite statements in January 2026. During the year, no new principal risks were  its impact on working practices was noted and continues to be monitored. In addition to the items above, the Committee conducted the following regular items of business in relation to risk management: • Reviewing the Company principal risk register focusing on the higher-risk items and the status of associated mitigation plans. • Reviewing any unexpected and material service incidents or other corporate risk incidents. • Discussing any areas of emerging risk. • Reviewing the Risk management and Our principal risks sections of the Strategic report within the Group’s Annual Report. • Providing the Board with feedback on the adequacy of the assessment of emerging  mitigation plans. #### External audit Audit services Following the completion of the audit tender process during 2024 which saw Deloitte LLP reappointed as statutory auditor for  Brass replaced Mark Tolley as audit partner. Bill Castell and I met with James Brass outside of formal meetings during the year to support his transition, alongside other meetings he held with senior management. The Committee will continue to review the auditor appointment and anticipates that the audit will be put out to tender at least  of appointment. In deciding whether to conduct an external audit tender, the Committee considers a range of factors,   The Group has complied with the September 2014 Competition and  year under review. The scope of the current annual audit was agreed in advance with the Committee with  the appropriate level of audit materiality.  the auditor on fees, internal controls over Gamma Business usage revenues, accounting policies and areas of potential critical accounting estimates and judgements. The Auditor attended all Committee meetings and reported to the Committee on the results of the audit work. There were no adverse matters brought to the Committee’s attention in respect of the 2025 audit which were material and should be brought to shareholders’ attention. Eectiveness The Committee monitored and evaluated  process under the current terms of appointment based on an assessment  knowledge, expertise, results of regulatory reviews and deployed resources, and which incorporate the minimum standards for audit committees. The Auditor’s  with other factors such as audit planning and interpretations of accounting standards and separate discussions with management (without the Auditor present) and with the Auditor (without management present).  discussions with the audit partner outside the formal meetings throughout the year. Governance reportStrategic report Financial report Additional information 87Gamma Communications plc Annual Report and Accounts 2025 ![]()   demonstrate the skills and experience  Independence and non-audit fees During the year, the fees paid to the external auditor were: 2025 £m 2024 £m Audit services – Parent 0.6 0.6 Audit services – Subsidiaries 0.1 0.1 Total audit services 0.7 0.7 Audit-related services 0.1 0.1 Other non-audit services 0.4 0.1 Total non-audit services 0.5 0.2 Total 1.2 0.9 Any non-audit services are required to  non-audit fees amounted to £0.5m (2024: £0.2m) consisting of £0.1m (2024: £0.1m)  £0.1m) of other non-audit services. Audit-related services are the review procedures over the Group’s interim  approved. Although this is a non-audit service, the objectives of the review are aligned with the audit. Other non-audit services were for the provision of reporting accountant services, linked to our Main Market listing, which started in 2024 and completed in 2025. These non-audit services were undertaken in advance of the Main Market listing, while the Group was AIM listed. As communicated last year, prior to the commencement of these services, the Committee considered the FRC Ethical Standards and, given Deloitte’s understanding and knowledge through their role as auditor and the relevancy of this to the service, agreed it was appropriate that Deloitte be appointed, with the work led by a separate engagement team to that of the audit engagement team. As this non-audit service was in relation to the Main Market listing, it was expected to     responsibility regarding independence   as above, the new audit partner and audit tender which was completed), the auditor’s  interest, the extent of any non-audit services as per above, the fact that no former external auditors have been employed in the business and the Auditor’s independence  that the auditor remains independent. Audit & Risk Committee eectiveness and composition During the year, the Committee was evaluated as part of the wider external  showed that meetings remained well- managed, supported by high-quality   relationship between myself and the CFO was independently observed as strong, providing an appropriate and balanced     Xavier Robert will step down from the Committee on 23 March 2026 (but will remain as a Non-Executive Director)   #### Charlotta Ginman, FCA Audit & Risk Committee Chair 23 March 2026 #### Audit & Risk Committee report continued 88 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Shaun Gregory ESG Committee Chair The ESG Committee is primarily responsible for: • Guiding the development of the Group’s ESG strategy, governance framework, and related goals and policies. •  appropriate ESG KPIs and targets,  performance and reporting. • Tracking ESG trends, standards and regulatory requirements, and assessing their potential impact on the Group’s  • Promoting transparency in ESG reporting to key stakeholders and fostering awareness of ESG matters across the Group. In addition to the Committee members, meetings are also normally attended by the CFO, the Company Secretary and the  meetings during 2025 included the Business Planning Director, Group Risk and Controls Director and Sustainability Reporting & Data Manager. ### ESG Committee report Governance reportStrategic report Financial report Additional information 89Gamma Communications plc Annual Report and Accounts 2025 #### Activities and progress in 2025 During the year, the Committee met three times to review the Group’s ESG strategy, governance arrangements and policies, and to assess progress against key initiatives. The Committee also considered developments in the external regulatory  Group remains well positioned to respond  The Group’s ESG priorities continue to  engagement with key stakeholders. ESG considerations are increasingly embedded across the organisation, supported by internal communications, external disclosures and the work of a dedicated Sustainability team. This remains particularly important in the context of Enterprise and Public Sector customers, for whom ESG performance and transparency are a valuable driver of procurement and partnership decisions.  reduction in Scope 1 and 2 emissions, primarily driven by targeted facilities initiatives. As a result, the Company continues to perform ahead of its Science Based Targets initiative (“SBTi”) near-term net-zero trajectory. Beyond emissions reduction, Gamma also demonstrated its environmental commitment through the installation of solar panels at the Group’s dedicated data centre, alongside ongoing  Given the importance of the reduction  worked with the Remuneration Committee to implement a carbon reduction metric into  will be repeated for the 2026 LTIP award. The detail of the metric and associated targets for the 2025 award can be found   Dear Shareholder, #### I am pleased to present the ESG #### Committee report for the year #### ended 31 December 2025, outlining the Committee’s activities, #### oversight and progress made across the Group’s environmental, #### social and governance priorities #### during the year. The ESG Committee, comprising two Non-Executive Directors and the CEO, remained unchanged throughout 2025. On behalf of the Board, the Committee provides oversight of the Group’s ESG strategy and governance framework, including the setting of objectives, policies and key performance indicators, as well as the  of ESG-related risks and opportunities. Detailed disclosures relating to environmental governance, climate-related risks, and associated metrics and targets are presented in the Task Force on Climate-related Financial Disclosures (“TCFD”) section of the Strategic report (pages 58 to 69). Information relating to  on pages 52 to 56. Further environmental and social disclosures, including progress against key initiatives, are available on  supporting the Group’s commitment to transparent and accessible reporting. ![]() #### ESG Committee report continued 90 Gamma Communications plc Annual Report and Accounts 2025 On the social agenda, the Group continued to embed its Values programme, which plays an important role in shaping culture and behaviours across the organisation. During the year, a further 19 colleagues were recognised through the Values Champion Awards. Social initiatives  Development Goals: Gender Equality  (SDG 8), and Reduced Inequalities (SDG 10). Employee-led communities, under the You Belong banner, including Women at Gamma, Wellbeing, Early Careers, Multicultural and  development and wellbeing across the Group. The Gamma Scholarship Programme was expanded during the year to provide additional STEM bursaries to students from disadvantaged backgrounds, reinforcing the Group’s commitment to making a positive contribution beyond its immediate operations. The Gamma Charity Forum also continued to coordinate employee-led and company-sponsored charitable initiatives, supporting local communities and causes. From a governance perspective, the Group’s policy management framework  that policies are subject to regular Committee review prior to Board approval. All Group policies were reviewed and approved by the Board prior to the  appropriate, policies are supported by targeted employee training to promote  #### Stakeholder engagement #### andoutlook The Committee is responsible for overseeing the visibility of the Group’s ESG credentials to investors, customers and other stakeholders. During the year, the Group maintained strong external ESG ratings, including a CDP score of B, published an updated Sustainability Report, renewed its EcoVadis submission, and retained Crown Commercial Services approval of its Carbon Reduction Plan. Looking ahead, the Committee will  to advance the Group’s ESG agenda. Key areas of focus will include monitoring regulatory developments, particularly in relation to ISSB standards and ESOS Phase 4, delivering further carbon reductions (with an emphasis on Scope 1 and 2 emissions), strengthening social impact measurement, and maintaining robust governance and policy oversight. The Committee remains committed  Development Goals and to maintaining high standards of environmental, social and governance performance. We look forward to reporting on further progress in the years  collaboration of colleagues, suppliers and partners across the Group. #### Shaun Gregory ESG Committee Chair 23 March 2026 ![]() \* Adjusted PBT is an Alternative Performance Measure and is explained in more detail in the APM section on page 171. ### Remuneration Committee report #### Rachel Addison Senior Independent Non-Executive Director and Remuneration Committee Chair #### Remuneration Committee The Committee is primarily responsible for recommending to the Board the Remuneration Policy and the employment terms of the Executive Directors and the Chair of the Board and, in consultation with the CEO, for determining the remuneration packages of employees  Committee is also responsible for the review of share incentive plans and performance-related pay schemes and their associated targets, and for making recommendations to the Board in connection with them. No Director or other senior executive  own remuneration. The Committee’s terms of reference are reviewed and approved by the Board annually and are available on our website. #### Directors’ Remuneration #### report structure and content This report for the year ended   Letter from the Chair of the Remuneration Committee 91 Remuneration Policy 96 Annual Report on Remuneration 103 Governance reportStrategic report Financial report Additional information 91Gamma Communications plc Annual Report and Accounts 2025 Dear Shareholder, #### As your Remuneration Committee #### Chair, I am pleased to introduce #### the Directors’ Remuneration #### report for the year ended #### 31December 2025. In this statement, the key outcomes and decisions taken in the year are reviewed, referring where appropriate to provision 41 of the UK Corporate Governance Code (“UK Code”). Following our move to the Main  formally reporting against the Code, and we can report full compliance against the principles and provisions of the Code which relate to remuneration. As a reminder, during late 2024 and early 2025, the Committee undertook a review     Following consultation with our major shareholders as well as the proxy advisory bodies, the outcome of this review resulted  Gamma’s size, performance and future growth opportunities, and the updated policy was approved with an advisory vote in favour of more than 99% at the AGM held in May 2025. As explained below, the Remuneration Policy will be put to a binding vote at the AGM in May 2026, as required under the regulations for Main Market companies. No material changes to the Policy are proposed. #### Performance 2025 saw strong growth in line with expectations driven by strong German performance. The CEO and CFO’s reports (on pages 14 to 17 and 30 to 33) provide an  the strategic achievements of the Group during the year. Key highlights include revenue growth of 11% to £645.8m and  Adjusted PBT grew by 7% to £119.4m. We have returned £64.0m to shareholders in 2025 through the share buyback and dividend payments and have launched a further share buyback in 2026. #### Executive Director remuneration #### outcomes in 2025 The Remuneration Policy, approved by shareholders at last year’s AGM, operated as intended in respect of 2025. The annual bonus scheme for 2025  personal objectives. After the end of the year, the Committee reviewed the outcome against the bonus targets and agreed that Executive Directors achieved bonuses at a level of 65.8% for Andrew Belshaw and 65.8% for Bill Castell, in terms of their maximum opportunity. The bonus payout  Adjusted PBT target and below threshold  metric. A strong level of achievement was recorded against most of the Directors’ personal objectives, which involved the assessment of key short-term goals relevant for each of their particular areas of responsibility. Further detail on the outcome is provided later in the report. A detailed breakdown of awards, including the performance targets set, is set out on page 103. Andrew Belshaw will defer 25% of his earned bonus into shares for three years, aligned to our standard practice. In line with the terms of his departure, as explained further in this report, Bill Castell will receive 75% of the total bonus amount, forfeiting the 25% element that would otherwise have been deferred into shares. ![]() #### Remuneration Committee report continued 92 Gamma Communications plc Annual Report and Accounts 2025 The performance period for both the Adjusted earnings per share (“EPS”) and absolute Total Shareholder Return (“TSR”) elements of the 2023 LTIP award ended on 31 December 2025. There was partial achievement of the Adjusted EPS condition but the minimum TSR target was not met. On a blended basis, the overall outcome for the 2023 award is 28.9%. Although this level of vesting is obviously disappointing, the  of performance over the course of the three-year performance period and has not exercised any discretion to adjust the   LTIP award, an estimate for which was provided last year. As disclosed last year, one point to note is that in assessing achievement against the Adjusted EPS performance targets for the 2022 and 2023 awards, the Committee agreed to adjust for the impact of the change in the UK corporation tax rate which came  This ensures consistency between the   Adjusted EPS for LTIP purposes. The Committee also agreed in principle to make similar adjustments for the 2024 award at  that award. No adjustments of this nature will be made for the 2025 award or any  The 2025 LTIP award was granted in May 2025. As disclosed in last year’s report,   time. Of the total award, 42.5% is based on relative TSR performance against the FTSE 250 Index (excluding investment trusts). A further 42.5% is based on stretching targets linked to Adjusted EPS performance. The  Scope 1 and Scope 2 carbon emissions.  of this report. For the purposes of UK Corporate  that malus and clawback provisions were not used during the year under review. #### Employee remuneration The Committee considers remuneration  workforce pay. As such, during 2025,  workforce pay initiatives being undertaken by the People Team, along with pay  Where we operate an annual salary review process, country salary increase budgets were aligned to the external market. In the  material increase in the UK National Minimum Wage and the UK Real Living Wage which impacts our lowest paid employees. In light of this, we increased our minimum full-time salary from £25,590 to £26,630 per annum, meaning those employees will experience a salary increase of 4% from April 2026 – a larger percentage increase than the wider workforce. The Committee also had visibility of remuneration activity across Europe in 2025 as we start to harmonise our approach to remuneration across the Group. In 2025, we introduced a formal salary review process in some of our locations across Europe and we   The People Team will continue to harmonise as we move forward. During 2025, we observed competition   specialists and experienced sales professionals. These skills attract a premium and time to hire is typically longer due to skills shortages. Due to restructuring initiatives, this has not had a detrimental impact on our overall employment costs year-on-year. Many employees across the Group participate in an annual bonus scheme.  participate in a scheme that enables  circumstances over 10% of basic salary based on a combination of personal and Group performance. This scheme continued in 2025 and will operate again in 2026. During 2026, the People Team will work with management and consider the feasibility of harmonising and implementing similar arrangements across our European entities. Management receives employee feedback relating to wider workforce remuneration at multiple points in the year. This feedback is garnered through our engagement survey, our roadshow events and also employee meetings with our Workforce Engagement Director. Supporting our transparent and fair approach to remuneration at Gamma, executives (including Executive Directors)  workforce in the UK and the majority of our overseas jurisdictions. #### Employee share schemes It is important that employee and shareholder interests are aligned. As such, the Group operates a Save As You Earn scheme (“SAYE”) and a Share Incentive Plan (“SIP”) which are open to all UK employees. Under the current SAYE scheme, employees who choose to participate are granted options at a 20% discount to the market price, then save a pre-determined sum over a period of three years. The money saved can be used by the employee to exercise their options. In 2025, 25% (2024: 26%) of  options being granted over 256,357 (2024: 186,638) shares. The current arrangements will continue for the 2026 SAYE invitation.  to £150 worth of shares each month out of gross salary. The shares need to be held for   buying shares monthly through our SIP scheme and 412 in total who hold shares through the SIP Trust. The Remuneration Committee carefully considers Executive Director remuneration in the context of wider workforce pay. We continue to be comfortable that the current arrangements for the Directors are appropriate in the context of pay levels and structures across the Group, and are suitable when considering the roles and responsibilities of the Executive Directors and market practice at companies of a similar size to Gamma. We again disclose our CEO pay ratio, comparing the total pay of the CEO against UK employees more broadly, having previously provided this information on a voluntary basis as an AIM company. Full details can be found on page 109. The median pay ratio is again considered consistent with the pay, reward and progression policies for UK employees. ![]() Governance reportStrategic report Financial report Additional information 93Gamma Communications plc Annual Report and Accounts 2025 #### Executive Director remuneration #### for 2026 As noted above, a major review of Executive Directors’ remuneration took place ahead of the move to the Main Market in 2025. Since then, the Committee has again reviewed the Remuneration Policy to ensure it continues to be appropriate. Following this review, the Committee has decided that no fundamental changes should be made to the Policy in 2026, either in terms of overall structure or quantum. The Committee is however required to put the Policy to  year of being a Main Market company and, accordingly, shareholders will have the opportunity to vote on the Policy at the 2026 AGM. The full Policy is set out on pages 96 to 102, and a summary of how we intend to operate the Policy in 2026 is included below. Basic salaries Our overall approach to considering changes to the basic pay of the Executive Directors remains consistent, in that we determine salary levels based on factors such as role, responsibilities, experience, performance, competitive pressures and the general salary increase applied to the wider workforce. As explained last year, we agreed a material increase to Andrew  performance and contribution over a number of years, to more closely align with what would be expected for the CEO of a company of Gamma’s size and scope following the move to the Main Market,  issues at the senior executive tier.  that we would review Andrew’s salary annually but that modest changes should be  Andrew’s salary will be increased by 2.5% to £589,375, in line with the average increase for the wider UK workforce. This salary  align with changes to the salary review date for the wider UK workforce. Future changes  April each year. Given Bill Castell will leave the Company on 31 March 2026, he will not be entitled to a pay rise in 2026. Annual bonus scheme For 2026, we will continue to operate the annual bonus scheme in the same way as 2025. The metrics for measuring performance will be weighted as 60%  and 20% individual objectives linked to  bonus targets are currently considered  of the targets and the achievements against them will be disclosed in next year’s Remuneration report. The CEO’s maximum bonus will be 150% of basic salary, in line with the limit in the Remuneration Policy. Bill Castell as CFO will not be entitled to a bonus for the 2026  The payout level for threshold performance under the bonus scheme will remain the same as last year at up to 25% of the maximum opportunity, consistent with market practice. 50% of the maximum bonus will be payable for target performance, with the Committee ensuring that suitable stretch targets are set for overperformance. The majority of annual bonus payments will continue to be made in cash, with a requirement for the Directors to defer a minimum of 25% of any bonus into shares for three years. LTIP The overall operation of the LTIP will remain unchanged. We will grant an award of shares in 2026 which will vest after three years, subject to the achievement of performance conditions. The vested shares will then be subject to a two-year post-vesting holding period. The CEO’s LTIP award will remain at 175% of basic salary, as in 2025. Bill Castell will not receive an LTIP award in 2026. As at the time of writing, the Committee had   to be applied to the LTIP grant. We continue to consider a number of alternatives which will be relevant for Gamma over the next three-year period, and we may make some changes to the approach adopted last year. Full details of the chosen measures and targets will be disclosed at the appropriate time. #### Departure of CFO On 12 November 2025 we announced that Bill Castell would leave the Company on  remuneration implications, the Committee considered the Directors’ Remuneration Policy, the rules of the various incentive plans and the circumstances of Bill’s departure. As Bill was employed for the entirety of 2025 and has remained fully committed to Gamma during the period when his successor has been sought, the Committee agreed that it was appropriate for him to retain an entitlement to an annual bonus for 2025 in line with the relevant plan rules and associated discretions. This bonus was determined in line with the performance targets which had been set at the start of the year, with an outcome of 65.8% of maximum as explained above. The Committee determined that Bill would only receive 75% of the bonus that would normally have been paid, with the forfeiture of the remaining 25% normally awarded as a deferred bonus award had he remained in employment. It was also agreed that no payments would be received by Bill beyond 31 March 2026, and he would not be entitled to a payment in respect of his foregone notice period nor any payment for loss  Bill’s outstanding LTIP awards granted in 2023, 2024 and 2025 will lapse in full. The Committee determined that he should retain his entitlement to his vested but unexercised 2022 LTIP award (which vested in April 2025) until the end of the two-year post-vesting holding period in April 2027, after which the award can be exercised. The 2022 award was granted under the rules of a legacy LTIP where, unusually, vested options cannot be exercised until the end of the holding period. The Committee has agreed that Bill should remain bound by this restriction (instead of the award lapsing on the cessation of his employment). Bill’s outstanding awards held under the Deferred Bonus Plan will continue under their existing terms, as permitted under the rules of the plan, and vest three years after grant. Under the Directors’ Remuneration Policy, Bill will be required to maintain a shareholding in Gamma for two years after leaving at the level held on his departure.   awards during this two year period will  ![]() #### Remuneration Committee report continued 94 Gamma Communications plc Annual Report and Accounts 2025 The Committee believes the arrangements as set out above are fair and reasonable and strike an appropriate balance between fairly recognising Bill’s contribution and performance during 2025 and ensuring that Gamma does not make unnecessary  circumstances. Full details of the terms of his exit are set out on page 107. #### Appointment of CFO We announced the appointment of Damien Maltarp as the new CFO on 20 March 2026. Damien will join Gamma later in 2026. Full details of his remuneration package will be disclosed in next year’s Directors’ Remuneration report. #### Chair remuneration The Chair’s fee was reviewed in 2025 and  positioned below the benchmark for the  salary increase given to all UK employees would be applied for 2026. As with Executive Directors’ remuneration, the  The Board Chair also receives a fee in his role as Workforce Engagement Director. No annual increase is being applied to this fee for 2026. Fees paid to the Board Chair from 1 April 2026 will be £213,852 for the Chair role and an additional £8,000 for the Workforce Engagement Director role. The Chair is entitled to claim expenses relating to his role in line with the Company’s expenses policy. The Chair does not receive any element of pay in the form of share options or other performance-related pay. Non-Executive Director #### remuneration A Committee of the Chair, the CEO and CFO reviews non-executive remuneration. During the year, the base fee along with fees to be paid for Committee Chair roles, the SID and other Board roles were reviewed in line with fees paid to non-executive directors of similar companies and against a sector benchmark. For 2026, it was agreed that the base fee would be increased to £60,728  increase of 2.5% in line with the median  employees. Separate small increases were also agreed for the Senior Independent Director role and the Remuneration Committee Chair role in recognition of the  reference to the market benchmarks. Full details of the fees to be paid in 2026 are set out in the table on page 112. Non-Executive Directors are entitled to claim expenses relating to their role in line with the Company’s expenses policy. Non-Executive Directors do not receive any element of their pay in the form of share options or other performance-related pay. #### Reporting to shareholders #### andaccountability We have taken into account our responsibility as a Main Market company in the drafting of this report, ensuring we comply with remuneration reporting regulations and the UK Corporate  To this end, we are putting both the Directors’ Remuneration report and the Directors’ Remuneration Policy to shareholder votes  Remuneration report will be advisory. The vote on the Directors’ Remuneration Policy will be binding and Directors’ remuneration will be subject to that policy for the next three years, unless we determine that changes should be made during the intervening period. Any such changes would be subject to shareholder approval. Committee performance and #### composition The Committee’s performance was assessed as part of the external Board evaluation. I am pleased to report that the Committee  on appropriate and relevant remuneration matters. The Committee’s approach to remuneration matters has been supported by the input from Korn Ferry as the Committee’s independent external advisers. Xavier Robert will step down from the Committee on 23 March 2026 (but will remain as a Non-Executive Director) and Martin Hellawell will be appointed to the Committee. Martin has attended all Committee meetings as a guest since joining the Board in 2023. #### Result of 2025 AGM The 2024 Directors’ Remuneration report and Directors’ Remuneration Policy were both approved on an advisory basis at the 2025 AGM with 99.76% of votes cast in favour for each resolution. On behalf of the Committee, I hope that you  understanding the scope of Gamma’s executive remuneration along with the decisions made by Committee during the year. The Committee will continue to strive to balance the expectations of management with shareholders’ needs, and remains committed to ongoing dialogue with shareholders as part of this approach. I trust that we can rely on your vote in support of our approach to remuneration at the 2026 AGM. We would welcome any feedback you have on this report, our Policy or how we implement the Policy, and can be contacted through the Company Secretary. #### Rachel Addison Remuneration Committee Chair 23 March 2026 ![]() #### Main activities during 2025 February (two meetings) Consideration of likely outcomes of 2024 bonus scheme  senior executives Consideration of targets and operating principles for 2025 LTIP awards to be made to Executive Directors and senior executives Determination of structure of Restricted Share Awards for senior employees Approval of changes to senior executive remuneration Review of feedback from shareholder consultation Finalise Executive Director remuneration for 2025 March Determination of 2024 bonus payments and deferral Recommendation of 2025 LTIP awards to the Board together with performance conditions and targets, including new metric on carbon emissions Recommendation of Restricted Share Awards to the Board Consideration of the impact of employee share schemes on dilution Recommended to the Board to put the Remuneration Policy to shareholders for an advisory vote at the  Considered amendments to share plan rules and made recommendation to the Board Reviewed Gender Pay Gap report Considered outcome of salary and bonus review for the wider workforce April Determination of vesting of 2022 LTIPs October (two meetings) Noted feedback from 2025 AGM Received a market update from the remuneration adviser Recommendation of changes to shareholding guidelines to the Board Consideration of forecast outcomes of 2025 bonus scheme and 2023 LTIP award Recommendation of mid-year Restricted Share Awards to the Board November  Review of general workforce salary and bonuses for 2026  Discussion on LTIP structure including metrics Determination of pay increases for members of the Executive Committee Determination of increases to Chair of the Board’s fees Noted proposed changes to NED fees Received an update on the CFO succession process Considered the Remuneration Policy Reviewed the performance of the remuneration adviser Governance reportStrategic report Financial report Additional information 95Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Remuneration Policy #### This part of the Directors’ #### Remuneration report sets out #### Gamma’s Remuneration Policy #### with regard to its Directors. #### Purpose The Directors’ Remuneration Policy is designed to attract, retain and motivate executives of the right quality to enable the  deliver long-term sustainable growth. The retention of key management and the alignment of management incentives with the creation of shareholder value is a key objective of this policy. In addition, the Remuneration Committee seeks to keep Executive Director remuneration consistent with the Company’s culture and to take  Directors’ remuneration on the workforce and other stakeholders. #### Directors’ Remuneration Policy #### for 2026 Following a detailed review and consultation with shareholders in early 2025, the Committee made several changes to the Policy in advance of the expected move to the Main Market and these changes were put to shareholders and approved under an advisory vote at the 2025 AGM. The move to the Main Market completed on 2 May 2025. The Committee is comfortable that the Policy remains appropriate and therefore no  A minor change in relation to reducing the  which the Executive Directors must accumulate a holding of Gamma shares equivalent to 200% of base salary has been made. In addition, the normal salary review date for Executive Directors has changed from 1 January to 1 April, to align with the amended annual salary review process for the wider workforce from 2026. The same change has been made in respect of the timing of any changes to fee levels for the Non-Executive Directors. Minor changes   ensure alignment with standard Main  The Committee is mindful that during the  the Policy is required to be put to shareholders for a binding vote at the 2026  from the date of the 2026 AGM. As noted above, the Policy is broadly unchanged from that approved by shareholders in 2025 and the Committee’s current intention is that it will operate for the next three-year period. Consistent with the regulations for Main Market companies, no payment to Directors can be made which is inconsistent with the approved Policy. To the extent that the Committee wishes to make such a payment,  shareholder approval. #### Strategic rationale for Executive #### Directors’ remuneration The Group’s strategy is set out on pages 16 and 17 and is designed to enable the  revenues by curating an expanded portfolio of communications solutions, partnering with large technology companies, managing our own telecommunications network and providing a high-quality service to customers. The Committee was cognisant of this when devising the separate elements of the Policy which are set out in the following table. #### Operation of Policy in 2026 A statement of how the Company intends  2026 is included in the Annual Report  ### Remuneration Policy #### Remuneration Policy table Purpose and linktostrategy Operation Potential remuneration Performance metric Base salary This is the core element  individual’s role and position within the Group. Staying competitive in the market allows us to attract and retain high-calibre executives with the skills and experience to deliver our strategy. Base salaries are typically reviewed annually,  exceptionally may take place at other times  When determining an appropriate level of base salary, the Committee considers: • Group performance. • The role, responsibilities, experience and personal performance of the Director. • Competitive pressures. • The general salary increase for the workforce. In addition to the above, salaries are independently benchmarked from time to time against comparable roles at listed companies  The actual base salaries paid to the Executive Directors and those set for the current year are disclosed in the Annual Report on Remuneration. Not applicable. 96 Gamma Communications plc Annual Report and Accounts 2025 ![]() Purpose and linktostrategy Operation Potential remuneration Performance metric Benets A comprehensive   basic salary to attract   when taken together with other elements of  for the Executive Directors currently comprise participation in the Group’s life assurance, income protection and private medical schemes, which are also available to all other UK employees. In the event that an individual is requested to  support. This may cover (but is not limited to) relocation, cost of living allowance, housing, home leave, education support, tax equalisation and advice and legal fees if appropriate. The cost of providing these  depending on the schemes’ premiums. The Remuneration Committee monitors the  package. Not applicable. Pension Provides a competitive and appropriate pension package. To provide retirement    remuneration package, will enable the Group to attract and retain executives. The Executive Directors (together with all other    Employer contribution of up to 5.1% of salary per annum is paid into the scheme or by means of a cash alternative (provided there is no additional cost to the Company). This is the same level currently available to eligible employees across the wider UK workforce. In the event of a change to the wider workforce contribution level, the contribution level  adjusted accordingly. Not applicable. Annual bonus To incentivise the achievement of the  targets, or other near-term strategic objectives. The Executive Directors and other senior executives participate in a discretionary, annual, performance-related bonus scheme. The Remuneration Committee at its discretion may determine that a proportion of any bonus       Typically, 25% of any bonus awarded to the Executive Directors is deferred into shares or nil-cost options. Other than to the extent deferred, bonuses are paid in cash. The bonus scheme rules include  The maximum bonus (including any part of the bonus deferred into share awards) deliverable under the plan is up to 150% of annual base salary in the case of the CEO and 125% in the case of the CFO.  the maximum bonus is payable for target performance, and up to 25% of the maximum bonus is payable for threshold  measures, the precise bonus  on the nature of the objective and the way it is assessed. Bonus awards are normally based on annual performance against stretching Company  performance objectives for the individual Directors. Financial targets will always comprise a majority of the performance conditions. Targets are set by the Committee at the beginning  has the discretion to vary targets and weightings from year to year. The Committee has additional overriding discretion to adjust the formulaic outcome of   Governance reportStrategic report Financial report Additional information 97Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Remuneration Policy continued Purpose and linktostrategy Operation Potential remuneration Performance metric Long Term Incentive Plan (“LTIP”) To align the interests of executives with those of shareholders; to motivate and incentivise delivering sustained business performance over the long term; to aid retention of key executive talent. The Executive Directors and other senior executives participate in a discretionary LTIP. The plan entitles participants to an allocation of,  a performance period of normally three years, subject to certain performance and service conditions being met. Participation is at the discretion of the Board on the recommendation of the Remuneration Committee. Awards will typically be made annually based on a multiple of annual salary. Performance conditions are set at the time of the award. The plan rules amongst other things include clawback and malus provisions and a limitation to ensure that new shares issued, when aggregated with all other employee share awards, must not exceed 10%   two-year post vesting holding period. Dividend equivalents may be applied on vested shares. The Remuneration Committee would in normal circumstances expect to make annual LTIP awards to the Executive Directors at a value of up to 175% of base salary to the  of 200%. In the event of recruitment only, there is a  At threshold performance, the vesting level is normally 25%. The vesting of LTIP awards is conditional upon the successful achievement of performance conditions over the performance period, which are set at the time of the award. Performance conditions may   Each year the Committee assesses what performance conditions and associated weightings it considers appropriate in supporting  longer-term objectives. The Committee has overriding discretion to adjust the formulaic outcome of the LTIP if deemed appropriate. All-employee share plans Encourages employee share ownership and therefore increases alignment with shareholders. Executive Directors may participate in all- employee share schemes which are designed to encourage share ownership across the wider UK workforce in line with HMRC guidelines and on the same basis as other eligible UK employees. These currently include the SAYE and an evergreen SIP. The schemes are subject to the limits set by HMRC or appropriate tax authority from time to time. Options can vest subject to continued employment or under  out in the rules. There are no performance conditions. Shareholding guidelines Encourages Executive Directors to build a meaningful shareholding in Gamma to further align interests with shareholders. Each Executive Director is expected to build up and maintain a shareholding in Gamma equivalent   shares, vested LTIPs on an after-tax basis and bonuses deferred into shares on an after-tax basis. If an Executive Director does not meet the guidelines, the Remuneration Committee may delay the release of 50% of LTIPs at the end of the holding period until the requirement is met. The shareholding requirements apply for two years post cessation of employment at the level of 200% of salary or, if lower, the actual shareholding on the date of cessation. Not applicable. Not applicable. 98 Gamma Communications plc Annual Report and Accounts 2025 #### Explanation of performance #### conditions   incentivised with an annual bonus scheme  objectives such as Adjusted PBT and  performance objectives. Long-term performance is incentivised  was primarily focused on the achievement of demanding relative TSR and Adjusted EPS growth targets. An additional carbon reduction metric was also applied in recognition of the continuing importance of  performance conditions for the 2026 LTIP grant are currently being reviewed and will continue to be linked to key strategic priorities for Gamma. Targets are set to align with internal and external expectations of the Company’s future performance, balancing achievability and stretch. Where possible, targets will be announced at the time awards are made. The Committee retains the discretion to set   goals from year to year for annual bonus and LTIP awards. ![]() Governance reportStrategic report Financial report Additional information 99Gamma Communications plc Annual Report and Accounts 2025   Board Chair is currently designated as the Workforce Engagement Director with  workforce on a broad range of matters, including (where relevant) remuneration. #### Committee discretion, exibility and judgement in operating the #### incentive plans In line with market practice and the various scheme rules, the Committee retains discretion relating to operating and administering the annual bonus and the LTIP. This discretion includes, but is not limited to: The Discretionary Annual Bonus Plan: • The scheme participants for recommendation to the Board. • The review of and setting of annual performance measures and targets. • The determination and calculation of any bonus payment, including upward or downward adjustment as appropriate. • The timing of any bonus payments. • The determination of the proportion of any bonus award that is deferred into an award under the terms of the Deferred Bonus Plan. • The determination of the treatment of leavers depending on the circumstances. • The determination of bonus for new joiners during the year depending on the circumstances. • The determination of bonus in the event  • Overriding Committee discretion. The LTIP: • The scheme participants for recommendation to the Board. • The form and timing of the grant of an award. • The size of awards made. • The setting of appropriate performance measures. • Determining the treatment of leavers depending on the circumstances. • Withholding the release of 50% of any year’s LTIP award for Executive Directors not meeting the agreed shareholding requirements. • Discretion relating to vesting in the event of a change of control of the Company. • Recommending that the Board substitutes a cash equivalent in place of shares. • Making appropriate adjustments to awards required in certain circumstances, e.g. demerger, special dividend or other  price of shares to a material extent. • Determining that it would be appropriate to amend, waive or replace any performance or other condition applying to an award, provided that any amended or replaced performance or other condition shall not, in the reasonable opinion of the Committee, be materially more or less  • Determining that the normal vesting date of an award shall be earlier than the third anniversary of its date of grant if the timing of the making of awards is delayed for regulatory reasons. • Overriding Committee discretion to adjust formulaic outcomes. #### Malus and clawback provisions Malus provisions apply to awards granted under the LTIP which enable the Committee to determine that the awards will be cancelled or reduced before the underlying shares are delivered to the participant. Clawback provisions also apply, which enable the Committee to determine that, following the delivery of shares under an LTIP award, the participant must pay an amount to the Company up to the market value of the shares on the date that the award vested or was exercised (as applicable). The Committee may only apply the clawback provisions during the clawback period, which will be set on the date that the relevant award is granted and will usually be three years from the date that the LTIP award vests. These malus and clawback provisions may be applied in certain circumstances, including fraud, material wrongdoing, circumstances warranting summary dismissal of the award holder, failure of risk management or  misstatement and failure to meet appropriate  There are also malus and clawback provisions in the Discretionary Annual Bonus Plan. These last for up to three years from award. The three-year clawback period is intended to ensure that there is an appropriate long-term timeframe to identify matters which may merit the application of the clawback provisions. This provides protection for shareholders and also certainty to participants on the scope of the provisions. #### Dierences in Remuneration Policy for employees and #### Executive Directors Gamma aims to attract and retain the best  delivery of long-term sustainable growth by  longer-term incentives. The Committee considers the pay and conditions of employees throughout the Group when determining the remuneration arrangements for Directors, although no direct comparison metrics are applied. In particular, the Committee considers the relationship between general changes to UK employees’ remuneration and Executive Director reward. The principles behind the Remuneration Policy for Executive Directors are cascaded down  between remuneration for Executive Directors and employees is that, for Executive Directors, the variable element of total remuneration is greater while the total remuneration  increased responsibility of the role. As a result, no element of the Executive Director Remuneration Policy is operated exclusively for Executive Directors other than the two-year post vesting holding period in the LTIP and the post-employment shareholding policy: • The annual bonus scheme for Executive Directors is largely the same as that for the rest of the Executive Committee. In the UK, all are aligned with similar business objectives. In the European subsidiaries, there are objectives relating to the  performance. • Participation in the LTIP is extended to  • Employees who are not Executive Directors may receive (as one component of their long-term incentive provision) restricted share awards which are share awards which do not have performance conditions, are subject only to continued  multiples of salary. • The pension scheme is operated for  Executive Directors receive the same  other employees. While the Committee does not directly consult with employees as part of the process of determining executive pay, the Board receives feedback from employee surveys that take into account remuneration in general and from annual meetings the Non-Executive Directors have with representatives of the wider workforce. ![]() #### Remuneration Policy continued #### Service agreements The Executive Directors’ service agreements summary is set out below. New service agreements for both Executive Directors were put in place in consideration of the move to the Main Market. Key element CEO Andrew Belshaw CFO Bill Castell   CFO 10 October 2014 CEO 30 November 2022 Updated agreement: 25 April 2025 Initial agreement: 1 May 2022 Updated agreement: 25 April 2025 Notice period 12 months’ notice given by either party Termination payments The Company has the discretion to make a payment of basic salary in lieu of notice to terminate the employment forthwith in the event of notice being given The maximum notice period for Executive Directors is 12 months. Executive service agreements are available on request from the Company Secretary. #### Policy on loss of oce The following sets out the Company’s policy in normal circumstances with regard to exit payments for each remuneration element for Executive Directors. The Group will pay any amounts it is required to in accordance with or in settlement of a Director’s statutory employment rights and in accordance with their service agreement.  terminated without notice and without any further payment or compensation, except for sums accrued up to the date of termination, on the occurrence of certain events such as serious dishonesty, gross misconduct, incompetence, or wilful neglect of duty. Basic salary: This will be paid over the contractual notice period (CEO and CFO:  discretion to make a lump sum payment for termination in lieu of notice. The Committee will be mindful of mitigation and the phasing of such payments.  will normally continue to be provided over the notice period; however, the Company has the discretion to make a lump sum payment on termination equal to the value  the notice period. Annual bonus: The payment of any annual bonus would be entirely at the discretion of the Remuneration Committee and if made would normally be pro-rated to the time of active service in the year that employment ceased and be subject to the original performance conditions and policy on deferral. In such circumstances the decision of the Committee would take into   individual, and the circumstances of the termination of employment. Long Term Incentive Plan (“LTIP”): Awards are governed by the LTIP rules at the time of award. In the case of good leavers, the plan rules specify that, on exit, awards will normally be pro-rated for time served and vest at the normal time in accordance with the performance conditions and be subject to the holding period, other than in limited circumstances such as death. The Committee retains discretion to determine early vesting and to decide to waive time pro-rating if it feels that is appropriate in any particular circumstances. If an Executive Director ceases employment other than as a good leaver, any unvested portion of their award will lapse. Change in control and #### corporateevents In the event of a change in control, for the annual bonus the Remuneration Committee will assess performance against targets, normally pro-rate amounts paid for time elapsed up to the point of change in control and settle in cash. Outstanding deferred bonus awards will vest in full. The LTIP rules provide that awards will vest subject to the Remuneration Committee’s assessment of the performance conditions and that awards will then be pro-rated for time. The holding period will not be applied. Awards may be exchanged for new awards  holders consent. The Committee retains discretion to waive time pro-rating if it feels appropriate in any particular circumstances. If a demerger, distribution or other  or future value of any award occurs, awards can vest on the same basis as for a change of control. Alternatively, an adjustment may be made to the number of shares if considered appropriate, taking into account  #### External appointments Executive Directors may accept one external non-executive directorship with the prior agreement of the Board, provided it does not  time commitment does not impact upon the Executive Director’s ability to perform their primary duty. The Executive Directors may retain the fee from external directorships. #### Policy on recruitment When hiring a new Executive Director,  remuneration package by reference to the Remuneration Policy set out in this report. Salary and annual bonus levels will be set so as to be competitive with comparable roles in companies in similar sectors, and also taking into account the experience, seniority and the scope of responsibility    maximum opportunity as stated in the Policy table. New Executive Directors will  scheme on a pro-rated basis for the portion  post. New Executive Directors may receive   100 Gamma Communications plc Annual Report and Accounts 2025 ![]()  in line with our policy for Executive Directors. In the year of recruitment, a higher award may be made to the new recruit within the limits of the Remuneration Policy (maximum of 400% of salary). Such an award may be spread over the two years following recruitment. The approach in respect of compensation for forfeited remuneration from a previous employer will be considered on a case-by- case basis taking into account all relevant factors, such as (but not limited to) the form of compensation forfeited, performance achieved or likely to be achieved, the proportion of the performance period remaining, and any exceptional circumstances. If any compensation for forfeited remuneration is paid, it may be awarded outside the LTIP and may be made with non-standard performance conditions, or without performance conditions and with a shorter vesting period and without a  forfeited awards. Any such arrangements would be disclosed in the following year’s  available to Main Market companies under Listing Rule 9.3.2.R(2). In the case of an internal appointment to an Executive Director role, any variable pay element, annual bonus or LTIP awarded in respect of a prior non-Board role would be allowed to pay out according to its terms. Discretion to vary from policy may also be exercised in the following circumstances:   Director is appointed for a short period;  mid-year, performance conditions for annual bonus and LTIP may be tailored to take account of this; (4) where an Executive Director is hired from a location with  Committee sees appropriate to buy out (but not variable remuneration which is covered   and (6) legal and similar expenses. #### Legacy arrangements   implementation of this policy. For the avoidance of doubt this includes payments in respect of any award granted under any previous Remuneration Policy. This will last until the existing  are no such outstanding arrangements in place for the current Executive Directors. Illustrations of application of the Remuneration Policy The charts below represent estimates under four performance scenarios (“Minimum”, “Target”, “Maximum” and “Maximum assuming a 50% share price appreciation” between award and vesting under the LTIP) of the potential remuneration outcomes for each Executive Director resulting from the application of the 2026 base salary to awards made in accordance with the proposed policy for 2026. The majority of Executive Directors’ remuneration is delivered through variable pay elements, which are conditional on the achievement of stretching targets. The scenario charts are based on the proposed policy award levels and only serve to illustrate the proposed policy. The scenarios are based on the current CEO role. No chart for the CFO is included given the current CFO is leaving Gamma on 31 March 2026, and the new CFO will not join the Company until later in 2026. Performance scenarios Minimum Target Maximum Base salary (2026)  Pension (2026 estimate) Bonus Nil Set at 50% of maximum opportunity CEO 75% of salary CFO 62.5% of salary CEO 150% of salary CFO 125% of salary LTIP Nil Set at 50% of maximum opportunity CEO 87.5% of salary CFO 87.5% of salary CEO 175% of salary CFO 175% of salary  assumptions under Maximum above and incorporating 50% share price appreciation between award and vesting under the LTIP. Charts do not take account of dividend equivalents which may be applied to LTIP awards. Minimum Maximum +50% Maximum Target Chief Executive Ocer Fixed Bonus £0 £500,000 £1,000,000 £1,500,000 £2,000,000 £3,000,000 £3,500,000£2,500,000 LTIP LTIP value with 50% share price growth Governance reportStrategic report Financial report Additional information 101Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Policy on Non-Executive Director remuneration Purpose and link to strategy Approach to setting fees Other items Chair and Non-Executive Directors’ fees To enable Gamma to recruit and retain Non-Executive Directors of the highest calibre, at an appropriate cost. Non-Executive Directors are paid a basic annual fee. Additional fees may be paid to Non-Executive Directors who Chair the Board, Chair a Committee, to the Senior Independent Director and to the Workforce Engagement Director to  Non-Executive Directors’ fees are reviewed annually with changes normally  The Company reimburses Non-Executive Directors in respect of expenses incurred in performing their duties, on a grossed-up basis where considered appropriate. The Chair’s fee is approved by the Board on the recommendation of the Remuneration Committee (excluding the Chair). The other Non-Executives’ fees are approved by the Board on the recommendation of the Chair of the Board, the CEO and the CFO. The Non-Executive Directors are not involved in any decisions about their own remuneration. Non-Executive Directors are not entitled to receive any compensation for loss of  notice period. They do not participate in the Group’s bonus, LTIP, employee share plans or pension arrangements, and do not  #### Non-Executive Director letters of appointment Non-Executive Directors have letters of appointment (as opposed to service contracts) and are appointed for an initial three-year term which may be extended by mutual agreement. All Non-Executive Directors are subject to annual re-election by the shareholders. New letters of appointment were put in place on 25 April 2025 for all Non-Executive Directors in role at that time on consideration of the move to the Main Market to remove references to AIM, include references relevant to a Main Market listing and clarify the position on expenses. The Chair and Non-Executive Directors have notice periods of three months from either party which do not apply in the case of a Director  Chair and Non-Executive Directors are not entitled to any compensation on exit. The current Non-Executive Directors’ initial appointments commenced on the following dates: Director Date of rst appointment Martin Hellawell 1 July 2023 Rachel Addison 3 October 2022 Charlotta Ginman 8 September 2020 Xavier Robert 8 September 2020 Shaun Gregory 1 July 2022 Chris Jagusz 9 February 2026 Letters of appointment are available for inspection on request from the Company Secretary. #### Consideration of shareholders’ views on remuneration The Company welcomes dialogue with its shareholders over matters of remuneration. The Committee undertook an extensive engagement process with major shareholders on the proposed changes to the Remuneration Policy in early 2025. The response from those consulted was overwhelmingly positive and, as a result, the Committee agreed to proceed with seeking approval for the changes at the AGM in May 2025. The Chair of the Remuneration Committee remains available for further contact with shareholders concerning the approach to remuneration and can be contacted through the Company Secretary. #### Remuneration Policy continued 102 Gamma Communications plc Annual Report and Accounts 2025 ![]() This Annual Report on Remuneration sets out information about the remuneration of the Directors of theCompany for the year ended 31 December 2025. The information in this report is unaudited, unless indicated otherwise. Single total gure of remuneration for Executive Directors (audited) Director Year Salary £000s Benets £000s Bonus £000s Long-term incentive (“ LTIP”) £000s Pension £000s Total £000s Fixed £000s Variable £000s Andrew Belshaw 2025 575 2 568 202 27 1,374 604 770 (CEO) 2024 1 474 2 547 262 22 1,307 498 809 Bill Castell 2025 403 – 249 – 19 671 422 249 (CFO) 2024 1 391 – 362 167 19 939 410 529   performance period on 25 April 2025 and the share price at that date of £13.34. In last year’s report it was based on expected vesting and applying the average share price over the three months ended 31 December 2024 (£16.05). This has reduced the LTIP charge and total remuneration for Andrew Belshaw by £28,662 and Bill Castell by £33,275. Salary: to the CEO, the reasons for which were explained in the Committee Chair’s Annual Statement in last year’s report. Benets: Include private medical insurance and for Andrew Belshaw the lease of an electric vehicle. Bonus: Shown on an accrued basis and, for 2025, includes both the cash and deferred share element for Andrew Belshaw and the cash element only for Bill Castell (as explained in the Committee Chair’s Annual Statement). LTIP: The value stated for the LTIP in 2025 for Andrew Belshaw relates to the expected vesting level of the 2023 LTIP awards, with the value calculated using the average share price over the three months ended 31 December 2025 (£9.58), to which an amount relating to dividend equivalent shares has been added. Of the LTIP value of £202k for Andrew Belshaw, £Nil is attributable to share price appreciation. Bill Castell’s 2023 LTIP will lapse in full on his leaving date of 31 March 2026 and hence has been excluded from this table. Pension: In 2025, Andrew Belshaw received £16,849 (2024: £12,366) in lieu of a contribution by the Company to his pension as well as company pension contributions of £10,000 (2024: £10,091), and Bill Castell received £9,207 (2024: £8,674) in lieu of a contribution by the Company to his pension as well as company pension contributions of £10,000 (2024: £10,091).  above, the Company provides life assurance and group income protection for the Executive Directors. #### Annual performance bonus 2025 The maximum annual bonus award opportunity in respect of the year ended 31 December 2025 was 150% of salary for the CEO and 125% of salary for the CFO. The structure of the bonus and the objectives for the Executive Directors are set out in the table and comments below. Measure Weighting Threshold £m Maximum £m Outcome £m Bonus opportunity payable % Andrew Belshaw Bill Castell  1 60% 114.1 121.2 119.4 83% 83%  1 20% 352.2 366.4 348.2 0% 0% Personal objectives 20%    80% 80% 65.8% 65.8% 1 The bonus targets and the assessment of performance exclude the impact of certain items not included in the original budget for 2025. Targets are also assessed on a constant currency basis to ensure management is not advantaged or disadvantaged as a result of FX movements. ### Annual Report on Remuneration Governance reportStrategic report Financial report Additional information 103Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Annual Report on Remuneration continued The personal objectives set for 2025 and main achievements were: Andrew Belshaw: Objective Weighting Achievement Performance summary Maximise Gamma’s mid-term opportunity on the capital markets including overseeing the move from AIM to the Main Market, participating in an expanded global roadshow programme and update investor communications materials. 6.66% 6% Oversaw Gamma’s successful transition from the AIM to the Main Market, including an expanded schedule of roadshow events across the UK, Europe and North America. Nearly 300 investor meetings were held during the year, receiving positive feedback from the investment community. Ensured investor relations materials were clear and appropriately drafted for multiple audiences. Develop, implement and deliver against a successful business plan for growth in Germany. 6.66% 5% Acquisition of Starface in Germany was completed to further enhance Gamma's  integration plan. Reviewed and implemented changes needed amongst European leadership to ensure the future success of the business. Bearing in mind these  expectations, justifying the emphasis on this market and expansion plans in 2025. Develop and deliver against a revised UCaaS strategy, driving adoption of  customer demands. 6.66% 5% Ensured delivery of the UCaaS strategy remained on track with Webex performance ahead of budget in the UK and Germany, and Placetel in Germany exceeding targets. In Germany, the existing Placetel portal has been leveraged as a medium for dealers across all Gamma entities ensuring a consistent experience – this has created a strong foundation for future activity. Launched “Webex for Gamma” which has been our most successful UK product launch ever. Options evaluated and underway to expand the implementation of our Webex commitment into other markets. Relationships with key partners and suppliers have been strengthened in 2025 and new relationships built. Totals 20% 16% Bill Castell: Objective Weighting Achievement Performance summary Lead the successful transition from AIM to the Main Market, supported by appropriate marketing and global roadshows to develop the investor base. 7% 6% Completed the successful transition from AIM to the Main Market on time and within  delivering the roadshows in the UK, Europe and North America with positive feedback from investors, along with attending other shareholder meetings as required. These comprised nearly 300 meetings during 2025, of which around a quarter were with  prospectus were made while also maintaining internal governance documentation. Delivered a successful share buyback programme to support the change in the shareholder base on leaving AIM, returning £45.1m to investors in H1 2025. Ensure appropriate systems and controls are in place to support with the delivery of the proposed group operating model and which will incorporate potential future M&A activity. 6% 5%  team during 2025, with emphasis on standardisation. Introduced Gamma’s new ERP system within the Gamma Business and Gamma Enterprise segments (live from    reporting granularity and access to leading edge Microsoft AI tools. Centralised and   Gamma’s history, as a key part of funding for the Starface acquisition and evidence of  Improve: i. reporting and analytic capabilities both for internal and external users and, ii. sales of strategic products through revised sales incentives. 7% 5% Overseen business-wide review of sales commission schemes to ensure incentives are more closely aligned to key business metrics, supporting improvements in related analytics and data insights into the utilisation and take-up of strategic products. Totals 20% 16%  of Company and individual performance over the course of 2025. Accordingly, the Committee did not exercise any discretion to adjust the performance outcome. 104 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Deferred bonus award For Executive Directors, 75% of bonus is payable in cash and the remaining 25% in deferred shares. The deferred bonus award is calculated as 25% of gross bonuses earned in 2025. The number of shares over which awards will be made will be determined by the share price on the trading day prior to the date of award. These awards will not be subject to any further performance conditions and will vest in full on the third anniversary of the vesting commencement date. The value of each individual’s award in respect of their bonus to be paid in respect of 2025 has been determined as follows: Director Overall bonus outcome Bonus for 2025 £000s Cash-settled £000s Value of 2025 deferred bonus award £000s Andrew Belshaw 65.8% 568 426 142 Bill Castell 1 65.8% 249 249 – 1 Bill Castell will leave Gamma on 31 March 2026. As part of the arrangements on leaving, the 25% deferred bonus element of the 2025 bonus has been forfeited and  Details on the deferred bonus awards granted during 2025 in respect of the bonus paid in respect of 2024 are below: Director Type of schemeinterest Number of awards Vesting date Face value ofaward 1 Exercise price Andrew Belshaw Nil-cost option 11,08 6 31 March 2028 £136,801 £0.0025 Bill Castell Nil-cost option 7,326 31 March 2028 £90,403 £0.0025 1 The face value of the award has been calculated using the closing share price of £12.34 on 8 April 2025, the day before the awards were made. #### Long Term Incentive Plan (“LTIP”) – Vesting of 2022 LTIP awards Details of the LTIP awards vesting during the year are set out below. These awards were granted in March 2022 (Andrew Belshaw) and May 2022 (Bill Castell). As the Adjusted EPS performance condition was measured up to 31 December 2024, and as the performance period for     restated to this value. These changes reduced the LTIP value by £28,662 and £33,275 for Andrew Belshaw and Bill Castell respectively. Director Total number of shares 1 Face value at grant % Vesting Shares vesting Share price £ LTIP value Andrew Belshaw 36,820 £487,497 29.3% 10,787 2 13.34 £143,899 Bill Castell 42,763 £487,498 29.3% 12,529 2 13.34 £167,137 1 A share price of £13.24 was used to calculate Andrew Belshaw’s award and a share price of £11.40 was used to calculate Bill Castell’s award, being the share prices on each date of grant.   and Bill Castell respectively. The 2022 LTIP was subject to a combination of performance conditions based on annual compound growth in TSR and annual compound growth in Adjusted EPS over three years. Details of the performance against these conditions are shown below. Measure Weighting Measurement period Threshold performance (30% vesting) Maximum performance (100% vesting) Actual performance % vesting Annual compound growth in TSR 1 50% 1 April 2022 – 25 April 2025 1 8% 15% 0.7% 0.0% Annual compound growth in  50% 1 January 2022 –  8% 20% 12.9% 59.6% 2 1 TSR was reported in the prior year remuneration report based on measurement over the period from 1 April 2022 to 31 December 2024 at 6.2%. 2 Final vesting was determined as 59.6%, estimated as 59.4% last year.  determined that the calculation of Adjusted EPS growth would include an adjustment for the change in UK corporation tax which came into  Vested awards are subject to a two-year post-vesting holding period. Governance reportStrategic report Financial report Additional information 105Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Annual Report on Remuneration continued #### Long Term Incentive Plan (“LTIP”) – Vesting of 2023 LTIP awards The LTIP awards granted in May 2023 do not vest until May 2026. However, as the Adjusted EPS and TSR performance conditions are measured  out below. Bill Castell will leave Gamma on 31 March 2026 and will forfeit his 2023 LTIP award (comprising 44,325 shares) on leaving. Director Total number of shares 1, 2 Face value at grant % Vesting Shares vesting Share price 3 £ LTIP value Andrew Belshaw 69,709 £805,139 28.9% 21,067 9.58 £201,886 1 A share price of £11.55 was used to calculate the awards being the share price on the date of grant.     The 2023 LTIP was subject to a combination of performance conditions based on annual compound growth in TSR and annual compound growth in Adjusted EPS over the three-year period. Details of the performance against these conditions are shown below. Measure Weighting Measurement period Threshold performance (25% vesting) Maximum performance (100% vesting) Actual performance % vesting Annual compound growth in TSR 50% 31 December 2022 –  8% 15% (3.0)% 0.0% Annual compound growth in  50% 31 December 2022 –  8% 20% 13.3% 57.9%  determined that the calculation of Adjusted EPS growth would include an adjustment for the change in UK corporation tax which came into  multi-year patent box claim. Vested awards are subject to a two-year post-vesting holding period. #### Share options awarded during the year ended 31 December 2025 under the LTIP (audited) During the year ended 31 December 2025 the following LTIP awards were granted. The performance conditions are set out below the table. Director Type of scheme interest Basis of award Number of awards Share price ataward Vesting date 1 Face value ofaward Exercise price Andrew Belshaw Nil-cost option 175% of salary 77,642 £12.96 2 16 May 2028 £1,006,240 £0.0025 Bill Castell 3 Nil-cost option 175% of salary 54,436 £12.96 2 16 May 2028 £705,490 £0.0025 1 The normal vesting date is three years from 16 May 2025 being the date of grant, subject to the Remuneration Committee determining the extent to which any    3 Bill Castell’s 2025 LTIP award will lapse in full on his leaving date of 31 March 2026. At the time of making an award the Remuneration Committee sets challenging long-term performance targets to align the interests of the  The 2025 LTIP awards have a performance period of three years starting 1 January 2025. The vesting of 42.5% of the award (the “Relative TSR Part”) is subject to the Company’s TSR performance over a three-year period that commenced on 1 January 2025 relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts) as at 1 January 2025. 25% of the Relative TSR Part will vest for median ranking performance, rising on a straight-line basis to full vesting of the Relative TSR Part for upper quartile ranking (or better) relative TSR performance. The vesting of 42.5% of the award (the “EPS Part”) is subject to growth in the Company’s Adjusted EPS performance over a three-year period that commenced on 1 January 2025. 25% of the EPS Part will vest for compound annual growth at 4% rising on a straight-line basis to full vesting of the EPS Part for compound annual growth at 10%. The vesting of the remaining 15% of the award (the “Carbon Part”) is subject to reductions in the Company’s Scope 1 and 2 carbon emissions (with Scope 2 calculated on a market tCO 2 e basis) over a three-year period that commenced on 1 January 2025, using 2024 as the base year for measurement. 25% of the Carbon Part will vest for a reduction in emissions of 45% over the period, rising on a straight-line basis to full vesting of the Carbon Part for a reduction of 60% or more. Dividend equivalents will accrue in respect of any vested awards. All vested awards are subject to a two-year post-vesting holding period. Details of previous years’ LTIP awards can be found in the relevant Annual Report and Accounts. 106 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Save As You Earn (“SAYE”) scheme During the year the Executive Directors were eligible to participate in Gamma’s SAYE scheme, an HM Revenue & Customs (“HMRC”)  are granted at up to a 20% discount to market value. Executive Directors’ participation is included in the table below: Options Option price (£) Date exercisable Expiry date Market price on exercise (£) Gain on exercise (£000s)Grant date At 1 Jan 2025 Granted in 2025 Exercised in 2025 Lapsed in 2025 At 31 Dec 2025 Andrew Belshaw 6 May 2022 1,730 – – (1,730) – 10.40 1 July 2025 31 Dec 2025 – – Andrew Belshaw 2 May 2025 – 1,957 – – 1,957 9.40 1 July 2028 31 Dec 2028 – – Bill Castell 1 9 May 2023 2,117 – – – 2,117 8.50 1 July 2026 31 Dec 2026 – – 1 Bill Castell’s outstanding SAYE award will lapse in full on his leaving date of 31 March 2026. #### Single total gure of remuneration for Non-Executive Directors (audited) Director 1 Directors’ fees Committee Chair/SID fees Expense allowance Total 2025 2024 2025 2024 2025 2024 2025 2024 £000s £000s £000s £000s £000s £000s £000s £000s Martin Hellawell 2 209 206 8 – – 4 217 210 Rachel Addison 3 59 55 20 15 – 2 79 72 Charlotta Ginman 4 59 55 15 13 – 2 74 70 Shaun Gregory 59 55 9 9 – 2 68 66 Xavier Robert 59 55 – – – 2 59 57 1 Chris Jagusz was appointed on 9 February 2026 and did not receive any fees as a Non-Executive Director in 2025. 2 Martin Hellawell received a fee for his role of Workforce Engagement Director from 1 January 2025. 3 Rachel Addison became Senior Independent Director and Chair of the Remuneration Committee on 21 May 2024. 4 Charlotta Ginman become Chair of the Audit & Risk Committee on 21 May 2024. Full details of the additional fees for chairing a committee or other roles held by Non-Executive Directors are set out in the Summary of Non-Executive Director fees for the year ended 31 December 2026 later in this report. #### Loss of oce payments (audited)  As at the date of this report, Bill Castell remains a Director; however, as explained in the Committee Chair’s Annual Statement on page 93, the Committee has agreed the details of the treatment of his remuneration on leaving on 31 March 2026 as set out below. Base salary: To be paid until the last day of employment, being 31 March 2026. He is not entitled to any payment beyond 31 March 2026 in  Annual bonus: Cash element: 75% of the total annual bonus for 2025 will be paid on the normal payment date in 2026, subject to the extent that the relevant performance conditions have been met, as set out on page 103. Deferred amount: no deferred bonus award will be made in respect of the 2025 bonus. No bonus will be payable in relation to the year ending 31 December 2026. Deferred bonus: Outstanding options will be subject to the rules of the plan, and can be exercised in full on their normal vesting date. LTIP: Awards will be treated as follows: a) 2022 LTIP – The award vested on 25 April 2025 and there is a two-year holding period before the award can be exercised. The award can be exercised from 25 April 2027. b) 2023 LTIP – will lapse in full on 31 March 2026. c) 2024 LTIP – will lapse in full on 31 March 2026. d) 2025 LTIP – will lapse in full on 31 March 2026. SAYE: Outstanding options will be subject to the rules of the plan and will lapse in full on 31 March 2026. Post employment shareholding: Bill Castell is required to hold shares acquired through his participation in Gamma incentive schemes for at least two years following employment. #### Payments to past Directors (audited) No payments were made to former Directors during the year, other than in the normal course of the exercise of vested options. Governance reportStrategic report Financial report Additional information 107Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Annual Report on Remuneration continued #### Statement of Directors’ shareholding and share interests (audited) Directors’ share interests at 31 December 2025 are set out below. Executive Directors are required to build up and maintain a shareholding of at least 200% of base salary in Gamma Communications plc shares. Andrew Belshaw meets this requirement. Bill Castell is required to continue to comply with the Remuneration Policy in respect of  shareholdings as set out below between 31 December 2025 and the date of this report. Shareholding as percentage of salary 1 Shareholding requirement as percentage of salary Shareholding requirement met Number of benecially owned shares Options 2025 With performance measures Without performance measures Vested but unexercised Exercised during the year Executive Director Andrew Belshaw 229% 200% Yes 96,678 208,787 32,867 34,447 – Bill Castell 2 42% 200% No – 143,262 3 20,321 12,529 – Non-Executive Director Martin Hellawell 8,650 – – – – Rachel Addison – – – – – Charlotta Ginman 1,000 – – – – Shaun Gregory – – – – – Xavier Robert 3,000 – – – – Chris Jagusz 4 – – – – – 1 Calculated using the 31 December 2025 share price of £9.24.   but must be held for two years before they can be exercised. He is required to continue to comply with the Remuneration Policy in respect of maintaining a Gamma    4 Chris Jagusz was appointed on 9 February 2026 and held 5,408 shares on appointment. #### Performance graph and table The Remuneration Committee has chosen to compare the TSR of the Company’s ordinary shares against the FTSE 250 Index (excluding Investment Trusts) as Gamma is a member of this index, and it is used for the purposes of performance measurement in the LTIP. The values indicated in the graph show the share price growth plus re-invested dividends from a £100 hypothetical holding of ordinary shares in Gamma Communications plc over the last ten years. Gamma Communications plc – TSR FTSE 250 excl. Inv. Trusts (rebased to Gamma) 0 £100 1 Jan 2016 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019 31 Dec 2020 31 Dec 2021 31 Dec 2022 31 Dec 2023 31 Dec 2025 31 Dec 2024 £200 £300 £400 £500 £600 108 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Chief Executive’s historical remuneration (audited)   103). CEO Total remuneration Annual bonus payment level achieved (% of maximum opportunity) LTIP vesting level achieved (% of maximum opportunity) 2025 Andrew Belshaw £1,373,837 66% 29% 2024 Andrew Belshaw £1, 307,001 1 92% 38% 1 29% 1 2023 Andrew Belshaw £1,215,794 95.5% 50% 2022 2 Andrew Belshaw £488,598 97%  3 Andrew Taylor £955,069 97% 73.7% 2021 Andrew Taylor £2,882,813 95% 100% 2020 Andrew Taylor £911,6 08 97%  2019 Andrew Taylor £884,408 96%  2018 4 Andrew Taylor £655,990 100%  Bob Falconer £1,466,688 100% 92.83% 5 2017 Bob Falconer £2,243,428 100% 100% 2016 Bob Falconer £599,760 100%  6 1 The value stated for the LTIP in 2024 includes two elements: (1) an amount relating to the vesting of the 2021 LTIP awards, with the value calculated using the share price on the vesting date of 29 April 2024, and (2) a restated amount relating to the vesting level of the 2022 LTIP awards, with the value calculated using the share price on the vesting date of 25 April 2025, which had been previously calculated using the average share price over the three months ended 31 December 2024. This has reduced the total remuneration for 2024 by £28,662 compared to the disclosures last year. 2 Andrew Taylor advised of his intention to retire and stepped down as CEO on 4 July 2022. He was employed by the Company until July 2023. Andrew Belshaw became  undertaking the role of CEO. 3 LTIP excluded as it relates to the period when Andrew Belshaw was Deputy CEO rather than CEO. 4 Bob Falconer retired as CEO on 23 May 2018 and was replaced by Andrew Taylor. 5 92.827% represents the blended rate for the vesting of Bob Falconer’s 2015, 2016 and 2017 LTIP schemes. These schemes achieved performance vesting percentages of 93.875%, 91.847% and 90.046% respectively. 6 Share option schemes prior to the 2015 LTIP scheme (which vested in 2017) did not have performance conditions attached to them. #### Pay ratio information in relation to the total remuneration of the Director undertaking the role of CEO The table below sets out the ratio of the total remuneration received by the Group CEO during each of the past seven years to the total remuneration received in the same period by our UK employees at the median, 25th and 75th percentiles. Year Method 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio 2025 Option A 42:1 27:1 19:1 2024 1 Option A 39:1 25:1 18:1 2023 Option A 38:1 25:1 17:1 2022 Option A 46:1 30:1 21:1 2021 2 Option A 97:1 64:1 44:1 2020 Option A 29:1 20:1 13:1 2019 Option A 32:1 23:1 14:1    2 2021 ratio was notably higher than other years due to the vesting of the 2018 LTIP which vested in full. For 2025, CEO pay ratio when compared to all quartiles has increased. The increase in the ratio is driven by an increase of 21% in the CEO salary, with consequential impacts on other salary linked compensation, compared to 2024. As explained last year, an increase to the CEO  would be expected for the CEO of a company of Gamma’s size and scope following the move to the Main Market. The Company believes that the median pay ratio for 2025 is consistent with the pay, reward and progression policies of UK employees. Governance reportStrategic report Financial report Additional information 109Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Annual Report on Remuneration continued Year Method 1 Group CEO 2 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio 2025 Salary 575,000 28,239 42,436 62,459  1,373,837 32,712 50,711 74,416 2024 Salary 473,800 28,603 42,304 61,800  1,307,001 33,920 51,560 74,270 2023 Salary 460,000 26,870 39,663 59,542  1,215,794 32,140 49,286 72,062 2022 Salary 430,354 25,122 37,739 55,779  1,391,125 30,066 46,026 67,783 2021 Salary 418,239 27,591 40,148 58,365  2,882,813 29,798 44,869 66,303 2020 Salary 412,058 22,046 36,060 58,077  911,608 30,986 45,192 67,982 2019 Salary 402,008 25,545 34,962 56,100  884,408 27,688 38 ,177 61,268 1 “Option A” methodology was selected on the basis that it provides the most robust and statistically accurate means of identifying the median, lower and upper quartile colleagues.    3 The workforce comparison is based on actual payroll data for the period 1 January 2025 to 31 December 2025.      6 Leavers and joiners have been included on a full-year equivalent basis but employees on reduced pay (due to sick pay, maternity leave, etc.) are included at the actual earnings for the year. #### Percentage change in Executive and Non-Executive Director remuneration  with the percentage change in the average of each of those components of pay for all UK employees. The Remuneration Committee selected the UK workforce as the comparator group as Gamma Communications plc, the parent company, does not have any employees, and as such no meaningful comparison can be drawn based on the parent company alone. UK employees comprise the majority of the Group’s employees and this employee group is considered a fair representation of the total. Director 2024 to 2025 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021 Appointed Salary/ Salary/ Salary/ Salary/ Salary/ Fees Benets Bonus Fees Benets Bonus Fees Benets Bonus Fees Benets Bonus Fees Benets Bonus Andrew Belshaw 1  21.4% 2.1% 3.7% 3.0% – 7 -0.3% 21.5% – 30.6% 45.5% 43.8% 125.5% 1.5% -1.1% -0.6% Bill Castell 2  3.0% 6.7% 8 -31.2% 14.6% – 7 11.0% 57.5% – -46.6% – – – – – – Martin Hellawell 3  3.0% – – 106.0% – – – – – – – – – – – Rachel Addison 4  9.9% – – 17.6% – – 5.0% – – – – – – – – Charlotta Ginman 5  5.7% – – 8.7% – – 5.0% – – 12.0% – – 1.5% – – Shaun Gregory 6  2.3% – – 8.8% – – 5.0% – – – – – – – – Xavier Robert  3.0% – – 3.0% – – 5.0% – – 6.5% – – 1.5% – – UK employees 3.8% 5.8% 3.3% 4.6% 6.7% 4.2% 5.4% – 3.2% 8.5% – 7.6% 6.3% – 1.5% 1 Andrew Belshaw became Deputy CEO on 1 July 2022 and CEO on 30 November 2022.   in December 2022 as explained in previous years. 3 Martin Hellawell was appointed a Director on 1 July 2023. 4 Rachel Addison became SID and Remuneration Committee Chair on 21 May 2024. 5 Charlotta Ginman became Audit Committee Chair on 20 May 2021 and Audit & Risk Committee Chair on 21 May 2024. 6 Shaun Gregory became ESG Committee Chair on 21 May 2024.   8 Stated on an annualised basis. 110 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Relative importance of spend on pay (audited)  2025 £m 2024 £m Change % Overall spend on pay, including Executive Directors 144.7 126.7 14%  87.7 95.6 -8% Capital expenditure 1 24.3 19.2 27% Dividends 18.9 17. 3 9% Share buyback 45.1 27.3 65% 1 Capital expenditure has been included in the above table as it represents a key expenditure, being the Group’s investment in infrastructure to drive future growth. #### Implementation of Remuneration Policy in the nancial year 2026 #### Executive Directors The following table summarises the Executive Director remuneration packages for 2026. Director Salary £000s Pension contribution (% of salary) Maximum annual bonus opportunity (% of salary) LTIP (% of salary) Andrew Belshaw 589 5.1% 150% 175% Bill Castell 403 5.1%   Salary:  workforce. The current CFO’s salary will not change for 2026 as he is leaving Gamma on 31 March 2026. Pension and benets: Pension provision remains aligned with the level available for eligible employees across the wider workforce. It is  Annual performance bonus: The maximum annual bonus opportunity for the CEO will remain at 150% of base salary. The current CFO will not be entitled to a bonus for 2026. The performance measures and weightings will remain the same as 2025, with 60% of the maximum   2026 Annual Report on Remuneration. Long Term Incentive Plan (“LTIP”): The Remuneration Committee intends to grant a new LTIP award in 2026. This will be at a level of 175% of salary for the CEO. The current CFO will not receive an award due to his imminent departure from Gamma. As at the time of writing,  will be disclosed at the appropriate time. Dividend equivalents will accrue in respect of any vested awards. All shares will be subject to a two-year post-vesting holding period.  Governance reportStrategic report Financial report Additional information 111Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Summary of Non-Executive Director fees for the year ended 31 December 2026 The table below shows the fees payable to Non-Executive Directors for each role on the Board. The Remuneration Committee reviews the Chair fee and a committee comprising the Chair, CEO and CFO reviews the Non-Executive Director fees annually. It was agreed that several changes would be made to fees from 1 April 2026 following a review against FTSE 250 benchmark data. The fee increases would become  •  given to all employees. • The Senior Independent Director fee would be increased by £2,000 to £11,001 per annum. • The Remuneration Committee Chair fee would be increased by £500 to £11,500 per annum. • The Audit & Risk Committee Chair, ESG Committee Chair and Workforce Engagement Director fees would be unchanged. Role Annual fees from 1 April 2026 Annual fees from 1 January 2025 Board Chair 213,852 208,636 Senior Independent Director fee 11,001 9,001 Non-Executive Director basic fee 60,728 59,247 Remuneration Committee Chair fee 11,500 11,000 Audit & Risk Committee Chair fee 15,000 15,000 ESG Committee Chair fee 9,001 9,001 Workforce Engagement Director fee 8,000 8,000 #### Adviser to the Remuneration Committee Following a tender process in 2024 as detailed in the 2024 Annual Report, Korn Ferry was appointed on 24 September 2024 as the Committee’s remuneration adviser. Advice to the Committee during 2025 and to the date of this report comprised of benchmarking Executive and Non-Executive Directors’ remuneration, including for the incoming CFO and assisting on performance target setting for the annual bonus plan and LTIP. Korn Ferry has also supported with drafting the disclosures in the 2025 Annual Report to ensure they are robust and in line with regulations and shareholder expectations, to support the desire to be fully compliant with the UK Corporate  Ferry for work completed in 2025. Korn Ferry is a member of the Remuneration Consultants Group and, as such, voluntarily adheres to its Code of Conduct. The Committee considers the advice that it receives from Korn Ferry to be independent. There are no other relationships between Korn Ferry and either the Company or individual Directors to be disclosed. #### Statement of voting The following table shows the results of the advisory votes on the 2024 Directors’ Remuneration report and the Directors’ Remuneration Policy at the AGM held on 14 May 2025. Votes for Votes against Role Number Percentage Number Percentage Votes cast Votes withheld Directors’ Remuneration Policy 68,495,782 99.76% 161,813 0.24% 68,657,595 3,443 2024 Directors’ Remuneration report 67,341,181 99.76% 161,005 0.24% 67, 502,186 1,159,302 This Directors’ Remuneration report will again be put to an advisory vote at the forthcoming 2026 AGM. The Directors’ Remuneration Policy will be subject to a binding vote, in line with the regulations for Main Market companies. This report was approved by the Board of Directors and signed on its behalf by: #### Rachel Addison Remuneration Committee Chair 23 March 2026 #### Annual Report on Remuneration continued 112 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Substantial shareholdings  5 of the Disclosure Guidance and Transparency Rules, of the following voting rights as a shareholder of the Company: Name Number of voting rights 1 Percentage of total voting rights 1 Liontrust Investment Partners LLP 9,185,973² 9.87% Blackrock, Inc 5,251,134³ 5.15% Jupiter Fund Management PLC 4,641,071 5.03% Allianz Global Investors GmbH 4,562,304 4.99% Aegon NV  3.94%   2 Includes 3,074 ordinary shares held as Securities Lending.     #### The Directors present their Annual #### Report together with the Group’s audited nancial statements for #### the year ended 31 December 2025. The Corporate governance report commencing on page 71 forms part   reporting date are included in note 32 to  likely future developments in the business of the Company and details of research    instruments by the Company and its subsidiaries is given in note 23 to the  #### Dividends  14.8p per ordinary share (2024: 13.0p) to be paid on Thursday 18 June 2026 to ordinary shareholders on the register on Friday  interim dividend of 7.4p (2024: 6.5p), makes a total of 22.2p for the year (2024: 19.5p). #### Capital structure Details of the authorised and issued  movements in the Company’s issued share capital during the year, are shown in note 26. The Company has one class of ordinary  Each share carries the right to one vote at general meetings of the Company.  of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights. Over the period, the Company had four share incentive schemes by which Directors and employees may: (i) be granted options under a Long Term Incentive Plan (“LTIP”) to subscribe for nil-cost shares in the Company; (ii) be issued shares under a Share Incentive Plan (“SIP”); (iii) be granted options under a Save As You Earn plan (“SAYE”); and (iv) be granted options under the deferred bonus scheme. Employees have voting rights over shares received through the SIP; awards under other plans do not carry voting rights. The maximum aggregate number of shares which may be issued in respect of these schemes is limited to 10% of the issued share capital. In the period the Company has issued equity in connection with settlement of options. The Company executed a share buyback during the year, purchasing 3,736,038 shares for a total cost of £45.1m. As at  1,592,577 shares in Treasury. No person has any special rights of control over the Company’s share capital and all issued shares are fully paid. With regard to the appointment and replacement of Directors, the Company  the Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders.  the Matters Reserved to the Board and the Committees’ terms of reference, copies of which are available on request, and the Corporate governance report on page 71. Under its Articles of Association, the Company has authority to issue 32,191,796 ordinary shares. #### Composition of the Group Details concerning subsidiary undertakings  statements. #### Directors The names of the Directors during the year and up to the date of signing are disclosed on pages 74 and 75. #### Directors’ interest in share #### capital The Directors’ interest in share capital is shown within the Annual Report on Remuneration on page 108. #### Directors’ indemnities The Company’s Articles include qualifying third-party indemnity provisions for the  Directors of the Company and its subsidiaries, which remain in force  ### Directors’ report Governance reportStrategic report Financial report Additional information 113Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Interests in contracts At no time during the year did any of the Directors have a material interest in any   #### Going concern The Group continues to adopt the going concern basis of accounting in the preparation of the Annual Report for the year ended 31 December 2025. Further details can be found in section viability statement and going concern on page 43. #### Treasury policy The Group’s treasury policy aims to manage      Group. Note 24 sets out the particular risks to which the Group is exposed, and how these are managed. #### Health, safety, the environment #### and the community The Group has formal Health and Safety   economic development while protecting    relevant regulatory and legislative requirements and to apply responsible standards of its own where relevant laws and regulations do not exist. It is the Group’s policy to consider the health and welfare of employees by maintaining a safe place and system of work as required by legislation in each of the countries where the Group operates. #### Energy and carbon emission #### reporting Information on energy and carbon emission reporting can be found in the TCFD report on pages 58 to 69. #### Political contributions No political contributions were made in the year (2024: £Nil). #### Employee engagement Information relating to how the Group engages with its workforce can be found in the Our people section on pages 52 to 56. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant   ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. Engagement with suppliers, #### customers and others Relationships with suppliers and customers are paramount to the way that Gamma operates; the CEO, CFO and Executive Committee engage on a regular basis with major suppliers and customers and report salient matters to the Board. Suppliers Gamma’s supplier payments policy is to always pay suppliers on or slightly before the agreed term (which will vary from contact to contract). For the year ended  to pay invoices was 35 days (2024: 31 days). Gamma currently has a small number  agreement. The terms of these agreements are such that payment can only be processed once the netting is agreed by both sides. This can result in the days taken to pay being abnormally high on some  average days taken to pay suppliers. Due  disputed value of an invoice is withheld from payment until resolved, this can also result in  Any disputes are raised with the supplier directly at the earliest opportunity. Any     Customers (and customer satisfaction) Each customer has an appointed Gamma manager to support and develop their business and is invited to one of our Gamma events which focus on their needs and our services. These events discuss the latest industry trends and opportunities for our customers to take advantage of an update on Gamma’s ever-expanding UCaaS, CCaaS and Connectivity product portfolio and panel discussions exploring the future of communications and the market. #### Auditor and its independence Separate resolutions to appoint the Auditor and to agree their fees for the year to   approval by the Audit & Risk Committee  preserve independence. The external Auditor, Deloitte LLP, has expressed its  Disclosure of information to theauditor Each of the persons who is a Director at   • So far as the Director is aware, there is   • The Director has taken all the steps that       interpreted in accordance with the provisions of s418 of the Companies Act 2006. The Directors’ report was approved by the Board on 23 March 2026 and signed on its behalf by: #### Bill Castell  114 Gamma Communications plc Annual Report and Accounts 2025 #### Directors’ report continued ![]() #### The Directors are responsible #### forpreparing the Annual Report #### and the nancial statements in #### accordance with applicable law #### and regulations. Company law requires the Directors to    statements in accordance with UK-adopted international accounting standards. The  Accounting Standards as issued by the IASB. The Directors have also chosen to prepare  accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS 101 “Reduced Disclosure Framework”. Under company law   they give a true and fair view of the state    statements, the Directors are required to: • Select suitable accounting policies and then apply them consistently. • Make judgements and accounting estimates that are reasonable and prudent. • State whether applicable UK Accounting Standards have been followed. •   inappropriate to presume that the Company will continue in business.  International Accounting Standard 1 requires that Directors: • Properly select and apply accounting policies. • Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information. • Provide additional disclosures when    the impact of particular transactions, other events and conditions on the entity’s  performance. • Make an assessment of the Company’s ability to continue as a going concern. The Directors are responsible for keeping adequate accounting records that are  transactions and disclose with reasonable    Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence  prevention and detection of fraud  The Directors are responsible for the maintenance and integrity of the corporate  Company’s website. Legislation in the United Kingdom governing the preparation and   #### Responsibility statement  •   reporting framework, give a true and fair   and the undertakings included in the consolidation taken as a whole. • The Strategic report includes a fair review of the development and performance  Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. •  statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. This responsibility statement was approved by the Board of Directors on 23 March 2026 and is signed on its behalf by: #### Bill Castell  ### Statement of Directors’ ### responsibilities Governance reportStrategic report Financial report Additional information 115Gamma Communications plc Annual Report and Accounts 2025 ![]() Independent auditor’s report 117   Consolidated statement of comprehensive income 125     Consolidated statement of changes in equity 128     Company statement of changes in equity 169   # Financial # statements 116 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Independent auditor’s report to the members #### of Gamma Communications plc #### Report on the audit of the nancial statements 1. Opinion In our opinion: •   •  standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”); •  Accounting Practice, including Financial Reporting Standard 101 Reduced Disclosure Framework; and •   •  • the consolidated statement of comprehensive income; •  •  • the consolidated statement of changes in equity; •  •  • the company statement of changes in equity; and •     including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). 2. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities  We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the    any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent company.  3. Summary of our audit approach Key audit matters  • Revenue: accuracy of Gamma Business usage revenue; and • Valuation of customer relationship intangible assets in respect of the SF Technologies Holdings GmbH (“Starface”) acquisition.  !  Increased level of risk Similar level of risk Decreased level of risk Materiality   combinations. Scoping  of transactions and account balances. We performed a substantial proportion of our audit procedures centrally in the UK.  Signicant changes in our approach Given the judgements required and complexity of the forecast revenue growth and attrition assumptions used in the valuation of  matter in the current year.  key audit matter in the prior year. While still sensitive to changes in the key assumptions, as disclosed in note 14, the revenue growth assumptions and headroom have remained consistent year on year with no additional impairment   year. Given our audit procedures around the consideration were concluded in the prior year, this is no longer a key audit matter. Governance reportStrategic report Financial report Additional information 117Gamma Communications plc Annual Report and Accounts 2025 ![]() 4. Conclusions relating to going concern   Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: • Understanding the Group’s process for assessing going concern, and relevant management review controls underpinning this assessment; •   • Reviewing the availability of funds within the revolving credit facility and assessing management’s covenant compliance calculations; • Evaluating the historical accuracy of the Group’s forecasts; • Understanding the relevant assumptions, including those in relation to the macroeconomic environment, used in the going concern models, including the Strategic Plan, and challenging such assumptions by comparison to our understanding of the business, external information and evidence gathered from other audit procedures; and • Evaluating management’s stress tests and break-even analyses, and performing our own independent analysis, in order to assess the reasonableness of the assumptions used; • Assessing the appropriateness of the Group’s disclosure concerning the going concern basis of preparation.    In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw  adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 5. Key audit matters      do not provide a separate opinion on these matters. 5.1. Revenue: accuracy of Gamma Business usage revenue Key audit matter description Revenue from the Gamma Business usage customer base, which wholly relates to the UK, is calculated based on the   call rates, whether due to fraud or error, could result in a material misstatement in revenue. In 2025, the Group’s revenue was £645.8m (2024: £579.4m), of which Gamma Business usage revenue represent £74.0m (2024: £75.9m). The Group’s revenue recognition principles are disclosed in note 1. How the scope ofour audit responded to the key audit matter With the involvement of our IT specialists we tested, and placed reliance on IT controls and automated controls, relevant to the accuracy of Gamma Business usage revenue. We have also tested and relied upon other relevant controls relating to Gamma Business usage revenue recognition, including in relation to rate-change reviews, the revenue reconciliations performed thereon, and the analysis of monthly revenue trends. We have tested the volumes and prices used to determine Gamma Business usage revenue by tracing a sample of customers with changes through to call data records and evidence of rates. We recalculated the revenue in relation to the sampled calls by multiplying the appropriate rate against the call minutes. In addition, we created an expectation of total Gamma Business usage revenue for the year based on the month-on-  Key observations Based on the work performed we concluded that the recognition of Gamma Business usage revenue is appropriate. #### Independent auditor’s report to the members of Gamma Communications plc continued 118 Gamma Communications plc Annual Report and Accounts 2025 ![]() 5.2. Valuation of customer relationship intangible assets in respect of the SF Technologies Holdings GmbH (“Starface”) acquisition ! Key audit matter description On 19 February 2025, the Group completed the acquisition of Starface for a total consideration of £156.8m. We   Committee report, on page 85, note 1 for accounting policies, as well as note 29.   How the scope ofour audit responded to the key audit matter We obtained an understanding of relevant controls in relation to management’s determination of the valuation  With the assistance of our valuation specialists, we evaluated the appropriateness and application of the valuation approach used in the PPA.  forecasts, with a focus on the revenue growth rates and customer attrition rates assumed by management in the valuation models. We assessed the assumptions used to third party analyst and industry reports, in addition to assessing these against comparative acquisitions and similar revenue streams in the Group in previous periods.  We assessed the appropriateness of the disclosures of the business combination included within the consolidated  Key observations Based on the work performed we concluded that the assumptions used within the valuation of customer relationship intangible assets are reasonable. 6. Our application of materiality 6.1. Materiality   evaluating the results of our work.    Materiality £5.8m (2024: £4.9m) £4.2m (2024: £3.8m) Basis for determining materiality    2.0% of net assets (2024: 2.0% of net assets) Rationale for thebenchmark applied  listing costs and acquisitions costs, and amortisation of intangibles assets  before tax to be the most appropriate benchmark to measure the performance of the Group. Refer to note 6 for details of exceptional items and note 5 for the amortisation. We have changed the benchmark for our materiality in the current year due  plus cost associated with the step-up in listing, all of which we consider to be  We consider net assets to be the most appropriate benchmark as the Parent Company is a non-trading entity, whose primary function within the Group is to act as a holding Company. Group materiality PBT Adjusted as described above Group materiality £5.8m Component performance materiality range £2.0m to £3.3m Audit & Risk Committee reporting threshold £0.3m PBT Adjusted as described above £116.0m Governance reportStrategic report Financial report Additional information 119Gamma Communications plc Annual Report and Accounts 2025 ![]() 6.2 Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected    Performance materiality 70% (2024: 70%) of Group materiality 70% (2024: 70%) of parent company materiality Basis and rationale for determining performance materiality In determining performance materiality, we considered the following factors: • our historical knowledge of the Group’s business; • our risk assessment and assessment of the quality of the control environment; and •  6.3. Error reporting threshold    7. An overview of the scope of our audit 7.1. Identication and scoping of components Our Group audit was scoped by obtaining an understanding of the Group and its environment, including controls, and assessing the risks    items to determine which components would be subject to audit procedures.  or more classes of transactions and account balances, with the majority of this audit work (10 components) performed by the Group engagement team. We have worked with component auditors to perform audit procedures on one or more classes of transactions and account balances on  These components represent the principal business units within the Group and account for 86% (2024: 87%) of the Group’s revenue, 83%  We also tested the consolidation process and carried out analytical procedures to assess whether there were any risks of material  Audit of entire nancial information Audit of one or more account balances Review at group level Revenue 13% 12% 73% 17% 71% Prot before tax 8% 12% 80% Net assets 14% 7.2. Our consideration of the control environment In designing our audit strategy, we have considered the control environment and have taken controls reliance in relation to Gamma Business usage revenue, as discussed in section 5.1. This involved testing both manual business controls and general IT controls and automated controls over certain key revenue databases. We also obtained an understanding of controls relating to the risk of management override of controls and the revenue growth and attrition assumptions used in the valuation of the customer relationship intangible assets within the Starface PPA. As discussed in the Audit & Risk Committee report on page 86, the Group is continuing to strengthen its internal control framework. Accordingly, we have taken a substantive audit approach for all other areas of the audit. #### Independent auditor’s report to the members of Gamma Communications plc continued 120 Gamma Communications plc Annual Report and Accounts 2025 ![]() 7.3. Our consideration of climate-related risks  sheet date as a result of climate-related risks and have concluded that there is not.  Group has assessed the risk and opportunities relevant to climate change which has been included as an emerging risk across the Group. This risk has also been considered and embedded into the Group as explained in the Strategic report on page 36. As part of our audit procedures we have: • obtained an understanding of management’s process in considering the impact of climate risks; •  •  climate-related disclosures included in the Strategic report to consider whether they are materially consistent with the disclosures made  7.4. Working with other auditors The Group audit team engaged a component audit team to perform audit procedures on one or more classes of transactions and account balances over three components as set out in section 7.1. The Group audit team held regular communication with the component auditors in planning for, and throughout, the audit process, in addition to the lead audit partner and senior members of the Group engagement team visited the component team in Germany. As part of our direction, we issued referral instructions to the component auditor. Supervision of the component auditors included Group engagement partner led planning session, attending internal status meetings, attending close meetings held with local management, reviewing relevant audit documentation, and discussing the results with both management and  8. Other information  thereon. The directors are responsible for the other information contained within the annual report.  report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent     We have nothing to report in this regard. 9. Responsibilities of directors      directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so. 10. Auditor’s responsibilities for the audit of the nancial statements  whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be   . This description forms part of our auditor’s report. Governance reportStrategic report Financial report Additional information 121Gamma Communications plc Annual Report and Accounts 2025 ![]() 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 11.1. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; • the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error; •   •  – identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; – detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; – the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; • the matters discussed among the audit engagement team including component audit teams and relevant internal specialists, including  As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and   We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws  and regulations we considered in this context included the UK Companies Act, UK Listing Rules, pensions legislation and tax legislation.  compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included Ofcom regulations, Health and Safety regulations, the Telecoms Act, German, Spanish and Dutch Telecoms regulations and GDPR compliance 11.2. Audit response to risks identied   procedures we performed in response to that key audit matter.  •   • enquiring of management, the Audit & Risk Committee and in-house legal counsel concerning actual and potential litigation and claims; • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; • reading minutes of meetings of those charged with governance, and reviewing internal audit reports; and; • in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating   internal specialists and component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. #### Independent auditor’s report to the members of Gamma Communications plc continued 122 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Report on other legal and regulatory requirements 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: •   • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and of the parent company and their environment obtained in the course  13. Corporate Governance Statement The UK Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the  for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance  • the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material  • the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on page 43; • the directors’ statement on fair, balanced and understandable set out on page 115; •  •  on pages 86 and 87; and • the section describing the work of the Audit & Risk Committee set out on pages 85 to 88. 14. Matters on which we are required to report by exception 14.1. Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or •  We have nothing to report in respect of these matters. 14.2. Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. Governance reportStrategic report Financial report Additional information 123Gamma Communications plc Annual Report and Accounts 2025 ![]() 15. Other matters which we are required to address 15.1. Auditor tenure     ending 31 December 2015 to 31 December 2025. 15.2. Consistency of the audit report with the additional report to the Audit & Risk Committee Our audit opinion is consistent with the additional report to the Audit & Risk Committee we are required to provide in accordance with ISAs (UK). 16. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these   Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R. James Brass FCA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Reading, United Kingdom 23 March 2026 #### Independent auditor’s report to the members of Gamma Communications plc continued 124 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Consolidated statement of prot or loss #### For the year ended 31 December 2025 Note 2025 £m 2024 £m Revenue 4 645.8 579.4 Cost of sales (297.6) (279.1) Gross Prot 348.2 300.3 Operating expenses (257.3) (210.0) Of which exceptional items 6 (10.6) – Prot from operations 90.9 90.3 Finance income 8 2.9 7.1 Finance expense 9 (6.1) (1.8) Prot before tax 5 87.7 95.6 Tax expense 10 (22.7) (25.8) Prot after tax 65.0 69.8 Prot attributable to: Equity holders of Gamma Communications plc 64.9 69.8 Non-controlling interest 0.1 – 65.0 69.8 Earnings per share attributable to the ordinary equity holders of the Company: Basic per ordinary share (pence) 11 69.5 72.3 Diluted per ordinary share (pence) 11 69.3 72.0 All results recognised during the year were generated from continuing operations. #### Consolidated statement of comprehensive income #### For the year ended 31 December 2025 2025 £m 2024 £m Prot after tax 65.0 69.8 Other comprehensive income/(expense) Items that may be reclassied subsequently to the statement of prot or loss:  10.0 (1.9)  (1.0) 0.6 Total other comprehensive income/(expense) 9.0 (1.3) Total comprehensive income 74.0 68.5 Total comprehensive income for the period attributable to: Equity holders of Gamma Communications plc 73.9 68.5 Non-controlling interest 0.1 – 74.0 68.5  Governance reportStrategic report Financial report Additional information 125Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Consolidated statement of nancial position #### As at 31 December 2025 Note 2025 £m 2024 £m Assets Non-current assets Property, plant and equipment 13 40.0 33.6 Intangible assets 14 396.8 189.3 Deferred tax asset 22 6.9 8.6 Trade and other receivables 16 10.8 8.7 Contract assets 16 12.7 6.7 467.2 246.9 Current assets Inventories 15 7.5 10.0 Trade and other receivables 16 78.4 80.4 Contract assets 16 41.8 35.0 Cash and cash equivalents 17 23.7 153.7 Current tax asset 2.7 2.0 154.1 281.1 Total assets 621.3 528.0 Liabilities Non-current liabilities Other payables 19 – 0.1  23 45.6 5.9 Provisions 20 1.4 1.4 Contract liabilities 21 15.0 13.3 Acquisition-related liabilities 23 15.8 22.0 Deferred tax liability 22 48.8 17.6 126.6 60.3 Current liabilities Trade and other payables 19 70.3 68.4  23 5.2 2.0 Provisions 20 2.1 0.9 Contract liabilities 21 20.2 18.5 Acquisition-related liabilities 23 7.2 4.5 Current tax liability 4.7 0.7 109.7 95.0 Total liabilities 236.3 155.3 Net assets 385.0 372.7 Equity Share capital 26 0.2 0.2 Share premium reserve 23.3 23.3 Other reserves 27 (6.3) (18.2) Retained earnings 368.6 368.3 Equity attributable to owners of Gamma Communications plc 385.8 373.6 Non-controlling interest 0.3 0.2 Written put options over non-controlling interest (1.1) (1.1) Total equity 385.0 372.7  were signed on its behalf by: Bill Castell   126 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Consolidated statement of cash ows #### For the year ended 31 December 2025 Note 2025 £m 2024 £m Cash ows from operating activities  87.7 95.6 Adjustments for: Depreciation of property, plant and equipment 13 8.2 9.3 Depreciation of right-of-use assets 18 3.8 2.4 Amortisation of intangible assets 14 28.0 22.1 Other change in fair value of contingent consideration 23 (1.9) (1.3) Share-based payment expense 28 2.2 2.7 Finance income 8 (2.9) (7.1) Finance expense 9 6.1 1.8 Other non-cash movements\* (1.4) – 129.8 125.5 (Increase) in trade and other receivables and contract assets (6.8) (1.7)  3.4 (1.7) (Decrease) in trade and other payables (6.0) (4.8)  (6.1) 2.0  0.8 (2.5) Cash generated by operations 115.1 116.8 Taxes paid (26.7) (23.9) Net cash ows from operating activities 88.4 92.9 Investing activities Purchase of property, plant and equipment 13 (4.8) (4.9) Purchase of intangible assets 14 (19.5) (14.3) Interest received 2.3 7.1 Acquisition of subsidiaries net of cash acquired 29 (144.7) (15.4) Net cash used in investing activities (166.7) (27.5) Financing activities Lease liability repayments 24 (5.1) (3.3) Proceeds from borrowings 24 108.5 – Repayment of borrowings 24 (75.5) (1.5) Repayment of borrowings acquired with acquisitions 24 (14.6) – Interest paid (3.0) –  0.9 1.8 Dividends 12 (18.9) (17.3) Repurchase of own shares 27 (45.1) (27.3) Net cash used in nancing activities (52.8) (47.6) Net (decrease)/increase in cash and cash equivalents (131.1) 17.8 Cash and cash equivalents at beginning of year 153.7 136.5  1.1 (0.6) Cash and cash equivalents at end of year 23.7 153.7 \* Primarily relating to deferred consideration included in investing activities.  Governance reportStrategic report Financial report Additional information 127Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Consolidated statement of changes in equity #### For the year ended 31 December 2025 Share capital 1 £m Share premium reserve £m Other reserves 1 £m Retained earnings £m Total £m Non- controlling interest £m Written put options over non-controlling interest £m Total equity £m 1 January 2024 0.2 22.9 6.9 315.1 345.1 0.2 (1.1) 344.2 Issue or reissue of shares – 0.4 (2.0) 2.0 0.4 – – 0.4 Share-based payment expense – – 2.2 – 2.2 – – 2.2 Deferred tax on share-based payment expense – – – 0.9 0.9 – – 0.9 Share buyback 2 – – (27.3) – (27.3) – – (27.3) Treasury share allocations 3 – – 3.3 (2.2) 1.1 – – 1.1 Dividends paid 4 – – – (17.3) (17.3) – – (17.3) Transactions with owners – 0.4 (23.8) (16.6) (40.0) – – (40.0)  – – – 69.8 69.8 – – 69.8 Other comprehensive (expense) – – (1.3) – (1.3) – – (1.3) Total comprehensive (expense)/income – – (1.3) 69.8 68.5 – – 68.5 1 January 2025 0.2 23.3 (18.2) 368.3 373.6 0.2 (1.1) 372.7 Issue or reissue of shares – – (1.2) 1.2 – – – – Share-based payment expense – – 2.2 – 2.2 – – 2.2 Deferred tax on share-based payment expense – – – (0.8) (0.8) – – (0.8) Share buyback 2 – – – (45.1) (45.1) – – (45.1) Treasury share allocations 3 – – 1.9 (1.0) 0.9 – – 0.9 Dividends paid 4 – – – (18.9) (18.9) – – (18.9) Transactions with owners – – 2.9 (64.6) (61.7) – – (61.7)  – – – 64.9 64.9 0.1 – 65.0 Other comprehensive income – – 9.0 – 9.0 – – 9.0 Total comprehensive income – – 9.0 64.9 73.9 0.1 – 74.0 31 December 2025 0.2 23.3 (6.3) 368.6 385.8 0.3 (1.1) 385.0 1 Refer to notes 26 and 27. 2 Represents shares purchased under the share buyback programmes. Shares purchased under the 2025 buyback programme were immediately cancelled rather than held in Treasury, within Other Reserves. 3 Treasury share allocations relate to treasury shares which have been used to satisfy share options and other employee share plans. 4 Refer to note 12.  128 Gamma Communications plc Annual Report and Accounts 2025 ![]() F N o o r t t e he s t y o t ear h end e  e n d a 3 n 1 ci De a c l sta #### ember #### tem 2 e 0 n 2 t 5 s 1. Accounting policies Basis of preparation These financial statements are prepared United Kingdom (“UK”)  accounting standards and theInternationalFinancial Reporting Standards as issuedby the International Accounting Standards Board  have been measured at fair value.   consistentlyto all the years presented, unless otherwise stated. Going concern   Basis of consolidation Gamma Communications plc (  All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactionsbetween Group companies.    controlling interests consist of the amount ofthose interests atthe dateoftheoriginal business combination and the non-controlling shareholders’ share of changes in equity since the date of the combination.Totalcomprehensive income is attributed to non-controlling   Exemption from audit For the year ended 31 December 2025 the following UK subsidiaries will take advantage of the audit exemption under s479A of the Companies Act 2006. Subsidiary name Company registration numberGamma Europe Holdco Limited 12651762Gamma Group Holdings Limited 12648657Gamma Telecom Holdings Limited 04287779Gamma Telecom Limited 04340834Gamma Business Communications Limited 02998021Gamma Network Solutions Limited 06783485Gamma Managed Services Limited 07136383Techland Systems International Limited 01704819Pragma Group Limited 11279881Pragma Distribution Limited 08090174Candio Limited 12627435Allnet Solutions Limited 09271198Bright Cloud Group Limited 10287485Bright Cloud Limited 07569936Satisnet Limited 05132091EnableX Group Limited 13882052 For the year ended 31 December 2025, Gamma Communications Europe B.V. and Gamma Communications Benelux B.V. were entitled to  for intermediate holding companies). Governance reportStrategic report Financial report Additional information 129Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 1. Accounting policies continued Dormant companies  s448A of the Companies Act 2006. Subsidiary name Company registration numberCircleLoop Limited 11056242Gamma Communications No1 Limited 14 311174Pragma Cloud Limited 09604706 Revenue recognition Revenue represents the fair value of the consideration received or receivable for communication services, cyber security services and equipment sales, net of discounts and sales taxes. One of the Group’s German subsidiaries also has revenue from the commission earned on the sale of mobile phone contracts.   a subscription or rental, equipment sales and installation fees. Revenue for each element of the sale of the product is recognised as described below.  or over the term of the related service agreement for equipment sales and installation fees. Where refunds are issued to customers they  appropriate adjustments are made through contract assets, trade receivables and contract liabilities to account for revenue when the performance obligations have been met. Contract assets are recognised when the right to consideration is met in advance of billing and billing is conditional on something other than the passage of time (for example, the Group’s future performance). Contract assets primarily arise where incentive advances are paid to customers that the Group expects to recover against future revenue and where customer premises equipment is recognised as upfront revenue and recovered against future service billing. Where billing is conditional only on the passage of time trade receivables are recognised. Contract liabilities are recognised where a customer has paid consideration prior to the transfer of the related good or service. The Group has two types of Channel Partner. For the majority of the Channel Partners, the Group receives payment for products and services from Channel Partners. These Channel Partners are treated as the principal in that transaction because the Channel Partner has the primary responsibility for providing the products or services to the end user; carries the inventory risk; is free to establish its own prices either with or without bundling in other goods or services which are not supplied by the Group. The Group therefore recognises revenue based on the transactions with the Channel Partner and not the end user. The Group also has other Channel Partners that do not meet the criteria above and hence are not recognised as the principal in the transaction. For sales relating to these Channel Partners, the Group recognises revenue based on transactions with the end user and recognises commission paid to the Channel Partner as an expense. Voice and data trac   of transit across the Group’s network. Subscriptions and rentals Revenue from the rental of analogue and digital lines is recognised evenly over the period to which the charges relate. Subscription fees, consisting primarily of monthly charges for access to ethernet, broadband, UCaaS services, cyber security services and other internet access or voice services, are recognised as revenue as the service is provided. A minority of sales of the Cloud PBX product are made under an “upfront” model whereby a Channel Partner buys the right to use a service  spread equally over the estimated future period of usage of that service. Equipment sales Revenue from the sale of peripheral and other equipment is recognised when control of the asset has transferred to the buyer, normally the date the equipment is delivered and accepted by the customer. Installation fees Revenue from installations which cannot be separated from an ongoing service contract, i.e. installations with no standalone value to the customer, are allocated to initial equipment sale (if any) and ongoing service revenues. The latter element results in a contract liability which is released over the length of the contract. Arrangements with multiple deliverables  based on their relative fair values. This fair value is based on amounts charged on a standalone basis, or by using comparable pricing arrangements observable in the market. 130 131Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() Commission from mobile network operators One of our German businesses (Epsilon Telecommunications GmbH) receives commission from mobile network operators in relation  commission is recognised on an accruals basis once the performance obligations can be measured reliably. Licence and maintenance revenue One of our German businesses (Starface) provides communication services through a licence and maintenance model. Licence revenue   Advances made to customers and incentive deals Advances are sometimes made to customers as part of an incentive deal. Where the Group can demonstrate recovery of the advances through contractual clawback provisions and past evidence of recovery, they are deferred and recognised over the period of the contract   Contract costs   They are subsequently amortised on a straight-line basis over the period that we transfer the associated services. Typical capitalised contract costs relate to sales commissions, installation costs and software licences. Sales commissions are capitalised where they are a cost to obtaining a customer contract for which the expected customer life covers multi-year periods. Accordingly, the Group amortises within operating expenses the sales commissions paid for such new contract on a straight-line basis over the expected customer life. Installation costs and software licences are capitalised where they are a required upfront cost to support delivery of a multi-year contract and then amortised within cost of sales. Business combinations The acquisition method of accounting is used for the acquisition of subsidiaries. The cost of the acquisition is measured at the aggregate fair value of consideration given. Acquisition-related costs are recognised in the operating expenses within the Consolidated statement   Business Combinations are recognised at their fair value. Certain assets and liabilities are not recognised at fair value at the acquisition  The interest of the non-controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling           If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during   Where applicable, the consideration for the acquisition includes any asset or liability resulting from contingent consideration arrangements                      Exceptional items                      Foreign currency  Foreign currency transactions are translated into the functional currency at the prevailing rates when the transactions occur. Foreign     loan payable. On consolidation, the results of European operations are translated into Pounds Sterling at rates approximating those prevailing when the transactions took place. The balance sheets of European operations are translated at the prevailing rate at the reporting date. Exchange  recognised in the Consolidated statement of other comprehensive income and accumulated in the foreign exchange reserve. Where  in the Consolidated statement of other comprehensive income and accumulated in the foreign exchange reserve. Governance reportStrategic report Financial report Additional information 130 131Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 1. Accounting policies continued Financial instruments                         or loss, depending on the nature of the instrument and any designation made on initial recognition. Financial assets Trade and other receivables   recognised at their transaction price, and subsequently measured at amortised cost less provision for impairment. The amount of the  Cash and cash equivalents Cash and cash equivalents comprise cash in hand, deposits held at banks and other short-term highly liquid investments with original   Impairment of nancial assets Except for trade receivables and contract assets, impairment provisions are recognised as an expected credit loss provision under     activity has ceased, the portion that is not recoverable is derecognised. Financial liabilities Trade and other payables  Derivatives Forward exchange contracts are entered into to mitigate foreign exchange risk. These contracts are derivatives and therefore measured at fair  Borrowings Borrowings represent bank loans, initially measured at fair value net of transaction costs incurred and subsequently measured at amortised      Put option arrangements  liabilities when such options may only be settled by exchange of cash.                      On initial recognition a corresponding charge is recognised directly to equity. The charge to equity is recognised separately as written put options over non-controlling interests, adjacent to non-controlling interests on the acquisition of subsidiaries. 132 133Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() Equity instruments Equity instruments are recorded as the proceeds received, net of direct issue costs. The Group’s holdings in Gamma Communications plc  within the share reserve.  used to satisfy share options, sold or reissued is calculated on a weighted-average basis. Consideration, if any, received for the sale of such  reissue, or cancellation of treasury shares. Shares repurchased which are immediately cancelled are not shown as treasury shares within the share reserve but are shown as a deduction from equity within retained earnings. Dividends  the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid. Share-based payment expense Equity-settled share-based payments awarded to employees are measured at the fair value of the options at the grant date based on   estimate of equity instruments that will eventually vest. Each year-end, the Group revises its estimate of the number of equity instruments expected to vest as a result of non-market-based   The fair value of the options is measured by use of either the Black-Scholes method or the Monte Carlo method. The latter methodology  Where the Monte Carlo method is used, non-vesting conditions and market vesting conditions are factored into the fair value of the options      Leases  A right-of-use asset and corresponding lease liability is recognised at commencement of a lease. The right-of-use asset is measured at cost, which consists of the initial measurement of the lease liability, any initial direct costs, and any dilapidation or restoration costs less any lease incentives received. The right-of-use asset is depreciated on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset. The right-of-use asset is tested for impairment if there are any indicators of impairment. The lease liability is measured at the present value of the lease payments over the lease term, discounted at the Group’s incremental  payable under residual value guarantees and payments arising from purchase options reasonably certain to be exercised. The lease liability is reduced for any lease incentives receivable. Subsequently, the liability will be reduced for payments made and increased for the interest applied, the interest expense on the lease                    the Group is using substantially all of the capacity of a very minor part of the pathway. In this instance the whole contract is not treated as  Governance reportStrategic report Financial report Additional information 132 133Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 1. Accounting policies continued Taxation Taxation expense for the period comprises current and deferred tax recognised in the reporting period.  recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.  for the business combination. Current tax    taxable or deductible. Deferred tax       • The initial recognition of goodwill. •       •          Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based   liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Property, plant and equipment Owned property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost comprises purchase price, any other directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.  expenses at the following rates: Category Depreciation rateLand and buildings 3% – 6% per annum straight lineNetwork assets 4% – 25% per annum straight lineComputer equipment 15% – 33% per annum straight line 8% – 33% per annum straight line The charge in respect of periodic depreciation is calculated after establishing an estimate of the asset’s useful life and the expected residual value at the end of its life. The useful lives of Group assets are determined by management at the time the assets are acquired  The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised when the carrying value of an asset exceeds its recoverable amount. Intangible assets Goodwill Goodwill arises on business combinations and represents the excess of the cost of acquisition over the Group’s interest in the fair value  Goodwill is tested annually for impairment and carried at cost less accumulated impairment charges. Impairment charges on goodwill are not reversed. Goodwill is allocated to cash generating units (“CGU”) for the purpose of impairment testing. The allocation is made to those    134 135Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() Brands Brands acquired in a business combination are recognised at fair value at the acquisition date. They are assessed at the date of acquisition   amortisation calculated using the straight-line method over the expected life of the brand. The fair value of a brand at the date of acquisition is based on the Relief from Royalty method, which is a valuation model based on  The useful lives are reviewed annually and amended, as required, on a prospective basis. Amortisation is charged to the Consolidated  available for use. Customer relationships Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Customer relationships   asset is available for use. The fair value of customer relationships at the acquisition date is based on the Multiple Excess Earnings Method (“MEEM”), which is a  portfolio and are up to 20 years, corresponding to a yearly amortisation of between 5% and 25%. The useful lives are reviewed annually  Acquired technology Acquired technology including acquired development projects (both completed and in progress), licences and rights over network                  from the date the asset is available for use. The fair value of an acquired technology at the date of acquisition is based on the Income Method or the Relief from Royalty Method, which  assets. The useful lives of acquired technology are up to seven years, corresponding to a yearly amortisation of between 14% and 25%. The useful lives are reviewed annually and amended, as required, on a prospective basis. Internally generated development costs Internally generated development costs comprise the cost of internally generated development projects which meet the capitalisation criteria described below. Expenditure on the research phase of an internal project is recognised as an expense in the period in which it    • Completion of the asset is technically feasible so that it will be available for use or sale. • The Group intends to complete the asset and use or sell it. •  •  • The expenditure attributable to the asset during its development can be measured reliably. Internally generated development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally generated asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating                Judgement is applied when deciding whether the recognition requirements for development costs have been met. In addition, all internal activities related to the research and development of new projects are regularly monitored. Amortisation is charged to the Consolidated  years, from the date the asset is available for use. Purchased technology    third parties, which are recognised at cost. Amortisation is provided over the useful economic life assigned, which are between four to seven years. Amortisation is charged to the   Governance reportStrategic report Financial report Additional information 134 135Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 1. Accounting policies continued Impairment of non-nancial assets Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment is reviewed by assessing the asset’s value in use when compared to its carrying value. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, an impairment test is    extent they reverse gains previously recognised in other comprehensive income. Inventories  of conversion and other costs incurred in bringing the inventories to their present location and condition. Weighted average cost is used  Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event. The amount recognised as a provision is the best estimate of the cost required to settle the obligation at the reporting date, after taking account of the risks and uncertainties surrounding the obligation. Consideration of climate change    • Assessment of impairment of goodwill, and other intangible and tangible assets •  • Going concern and viability • Impact on useful economic lives of assets • Preparation of budgets and forecasts Given the low value of short- to medium-term risk to these areas assessed in the TCFD report, no climate change-related impact was  potential to impact future performance, but none of these are considered likely to give rise to a trading deterioration of the magnitude indicated by the stress testing or to threaten the viability of the business over the assessment period. Management are, however, aware of the changing nature of risks associated with climate change and will regularly assess these risks against judgements and estimates made  136 137Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() 2. Critical accounting estimates and judgements   regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including best  to be the critical accounting judgements and key sources of estimation uncertainty. Critical accounting judgements  discussed below: Revenue recognition Revenue recognition on contracts may involve providing services over multiple years and involving a number of products bundled together. In such instances, judgement is required to identify the date of transaction of separable elements of the contract and the fair values which are assigned to each element. For more information on the Group’s revenue recognition policy please see note 1, Accounting policies. Key accounting estimates  3. Changes in accounting policies There were no     • Amendments to IAS 21 – Lack of Exchangeability At the date of authorisation  • IFRS 18 – Presentation and Disclosure in Financial Statements • IFRS 19 – Subsidiaries without Public Accountability: Disclosures •  • Amendments to IFRS 9 and IFRS 7 – Amendments to Contracts Referencing Nature-dependent Electricity • Annual improvements to IFRS Accounting Standards – Volume 11            statements and disclosure of information based on enhanced general requirements on aggregation and disaggregation. The Group is currently assessing the impact of IFRS 18. The Group’s assessment remains ongoing and further changes upon the implementation of   in accordance with these standards from 1 January 2027 or subsequently as applicable. Governance reportStrategic report Financial report Additional information 137Gamma Communications plc Annual Report and Accounts 2025 136 137Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued #### 4. Segment information The Group’s main operating segments are outlined below: Gamma Business – Gamma Business comprises our UK SME and Service Provider businesses. It contributed 55% (2024: 65%) of the UK SME sells a broad range of Calling, Cloud Communications and Connectivity products that support small UK businesses typically with fewer than 250 employees. Service Provider provides Calling products (voice services, numbering and SMS capabilities) in c.27 countries for large, global communications platform providers, network operators and Mobile Virtual Network Operators who do not have their own telephone networks. Gamma Enterprise – Gamma Enterprise sells cloud communications platforms (including contact centre solutions), connectivity, mobile, security and complex managed networks to mainly large corporate and public sector organisations. It contributed 17% (2024: 20%) of the  Gamma Germany – Gamma Germany serves over 75,000 SME customers with a comprehensive product portfolio of cloud communications platforms, on-premise calling, connectivity and IoT products. It delivers through multiple routes to market, including  Other Europe – This segment consists of sales made through Gamma’s Spanish and Dutch businesses. It contributed 5% (2024: 6%)  Central Functions – This comprises the central management team and wider Group costs. Factors that management used to identify the Group’s operating segments The Group’s reportable segments are strategic business units that are aligned with customer groups, needs and preferences.   Change in segmental reporting Over the last year the Group has expanded its presence in Germany following the acquisitions of Starface and Placetel. As a result, and   Measurement of operating segment prot or loss, assets and liabilities The accounting policies of the reportable segments are the same as those described in the accounting policies. The Board and Executive  operating segment is also evaluated. Inter-segment sales are priced in line with sales to external customers, with an appropriate discount being applied to encourage use  Revenue from external customers has been derived principally in the geographical area of the operating segment and no single customer contributes more than 10% of revenue. Gamma Gamma Gamma Other Central BusinessEnterpriseGermanyEuropefunctionsTotal2025£m£m£m£m£m£mSegment revenue 395.2 137.2 110.4 30.8 – 673.6Inter-segment revenue (20.6) (6.7) (0.2) (0.3) – (27.8)Revenue from external customers 374.6 130.5 110.2 30.5Timing of revenue recognition At a point in time –26.5 645.810.8 34.4 2.1 – 73.8Over time (recurring) 348.1 119.7 75.8 28.4 – 572.0374.6 130.5 110.2 30.5 – 645.8Gross profit 190.8 60.3 78.4 18.7 – 348.2Adjusted EBITDA 93.7 29.9 22.5 4.7 (9.1) 141.7Exceptional items (2.2) (1.1) – – (7.3) (10.6)Other adjusting items (1.8) – – – 1.6 (0.2)EBITDA 89.7 28.8 22.5 4.7 (14.8) 130.9 138 139 Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() Gamma Gamma Gamma Other Central BusinessEnterpriseGermanyEuropeFunctionsTotal2024£m£m£m£m£m£mSegment revenue 394.2 127.6 54.3 30.0 – 606.1Inter-segment revenue (25.3) (1.1) – (0.3) – (26.7)Revenue from external customers 368.9 126.5 54.3 29.7 – 579.4Timing of revenue recognitionAt a point in time 22.9 12.5 26.4 1.0 – 62.8Over time (recurring) 346.0 114. 0 27. 9 28.7 – 516.6368.9 126.5 54.3 29.7 – 579.4Gross profit 194.7 60.2 26.4 19.0 – 300.3Adjusted EBITDA 95.0 31.4 7.0 4.8 (12.7) 125.5Exceptional items – – – – – –Other adjusting items (1.4) – – – – (1.4)EBITDA 93.6 31.4 7.0 4.8 (12.7) 124.1 A reconciliation of Adjusted EBITDA, the Group’s measure of segment prot, to the Group’s prot before tax for the year is included below: 20252024£m£mProt before tax 87.7 95.6Finance income (2.9) ( 7.1)Finance expense 6.1 1.8Prot from operations 90.9 90.3Depreciation of property, plant and equipment and right-of-use assets 12.0 11.7Amortisation from intangible assets excluding business combinations 9.4 8.7Amortisation from intangible assets arising due to business combinations 18.6 13.4EBITDA 130.9 124.1Exceptional items 10.6 –Other adjusting items 0.2 1.4Adjusted EBITDA 141.7 125.5 Further details on the denition and calculation of Adjusted EBITDA are included in the APM section. Geographic segmentation The UK is the Group’s country of domicile and is where most revenue is generated, which is from external UK customers. The geographic analysis of revenue presented below is based on the country in which the customer is invoiced. The Group’s revenue from external customers by geographical location is detailed below: 20252024£m£mUK 467.6 458.9Germany 122.9 67.5Rest of Europe 47.1 46.5Rest of World 8.2 6.5Total 645.8 579.4 The Group’s non-current assets, which excludes deferred tax assets and financial instruments, by geographical location of the assets are detailed below: 20252024£m£mUK 174.9 141.3Germany 245.2 57.1Rest of Europe 26.1 35.7Total 446.2 234.1 Governance reportStrategic report Financial report Additional information 139Gamma Communications plc Annual Report and Accounts 2025 138 139 Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued #### 4. Segment information continued Product segmentation 20252024£m£mRevenue recognised over time (recurring) 107.7 109.2Subscriptions and rentals 450.3 403.2Installation fees and other (over time) 14.0 4.2Total revenue recognised over time (recurring) 572.0 516.6Revenue recognised at a point in timeEquipment sales 29.4 31.1Commissions 24.2 25.7Installation fees and other (at a point in time) 20.2 6.0Total revenue recognised at a point in time 73.8 62.8Total revenue 645.8 579.4 Recurring revenue includes revenues we have a reasonable expectation to recur. This includes committed revenues, including those under rolling terms and subscriptions. 5. Prot on ordinary activities  20252024£m£m1Research and development costs19.4 19.7Net employee costs1 (note 7)137.0 121.1Depreciation of property, plant and equipment (note 13)8.2 9.3Depreciation of right-of-use assets (note 18)3.8 2.4Amortisation of intangible assets (excluding business combinations) (note 14) 9.4 8.7Amortisation of intangible assets arising due to business combinations (note 14) 18.6 13.4Cost of inventories recognised as an expense215.1 12.8Research and development tax credit(2.6) (2.3)Fees payable to the Group’s Auditor1.2 0.9Other change in fair value of contingent consideration (note 23)(1.9) (1.3)Provision for receivable impairment (note 16)2.4 1.6Acquisition-related costs5.4 2.83(2.5) 1.7 141 1 Research and development costs and employee costs both includes £13.8m (2024: £17.4m) of costs related to employees working on research and development activities. Employee costs include £3.3m of exceptional restructuring costs (2024: £Nil). 2 Included in the cost of inventory recognised as an expense is a write down of £0.2m (2024: £Nil).   Research and development tax credits of £2.6m (2024: £2.3m) are recorded within the decrease in trade and other payables within Cash  Fees payable to the Group’s auditor  The non-audit fees consist of £0.1m (2024: £0.1m) of audit-related services in respect of the half-year review and £0.4m (2024: £0.1m) of other non-audit services. Other non-audit services are for the provision of reporting accountant services in relation to the Main Market listing and are discussed further in the Audit & Risk Committee report. £0.1m (2024: £0.1m) was payable in respect of subsidiary statutory audits. Acquisition-related costs relate to due diligence activities on acquisitions, including those aborted, of £5.4m (2024: £2.8m) are included   contingent consideration of £1.9m gain (2024: £1.3m) to operating expenses and net foreign exchange includes the mark to market movement on USD forward exchange contracts and the net foreign exchange gain on the Placetel deferred consideration totalling £1.6m (2024: £0.8m net loss); see note 23, Financial instruments for further details. 140 Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() 6. Exceptional items 2025 £m 2024 £m Acquisition costs 5.1 – Listing costs 2.2 – Restructuring costs 3.3 – Total exceptional items 10.6 – Tax eect of exceptional items (0.8) –   the acquisition consideration was Euro denominated and subject to German regulatory approval. This is considered exceptional by virtue of the size of the acquisition and the level of costs incurred.     The total cash cost of these exceptional items in the year was £9.4m (2024: £2.7m) and the remaining £1.2m is expected to be paid out within the next 12 months. 7. Employee costs 20252024£m£mEmployee costs (including Directors) comprise:Wages and salaries 121.5 106.8 8.6 7.5Social security contributions and similar taxes 17.6 12.4147.7 126.7Share-based payment expense (note 29) 1.9 2.7149.6 129.4 Employee costs are shown before amounts capitalised of £12.6m (2024: £8.3m). Employee costs include £3.3m of exceptional restructuring costs (2024: £Nil). Employee costs include £24.2m related to Starface and Placetel which were acquired in February 2025 and September 2024 respectively (2024: £2.1m).  trustees in a fund independent from those of the Group. 20252024NumberNumberEmployee Numbers Operational (average) 1,238 1,036Employee Numbers Selling, administration and distribution (Average) 1,005 8232,243 1,859 Key management personnel compensation Key management personnel comprise the Board and the Executive Committee (listed on pages 74 to 77). 20252024£m£mSalary 4.6 4.7 0.1 0.1Social security contributions and similar taxes 0.6 0.65.3 5.4Share-based payment expense (note 29) 1.2 1.66.5 7.0 Governance reportStrategic report Financial report Additional information 141Gamma Communications plc Annual Report and Accounts 2025 140 141Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 7. Employee costs continued Remuneration in respect of the Board of Directors is summarised below: 20252024£m£mSalaries and fees 2.3 2.3Social security contributions and similar taxes 0.2 0.22.5 2.5Share-based payment expense (note 29) 0.6 0.93.1 3.4 During the year, the aggregate amount of gains made by the Executive Directors on the exercise of share options was £Nil (2024: £0.2m).   8. Finance income 20252024£m£mFinance incomeInterest received on bank deposits 1.8 7.1Foreign exchange 1.1 –Total nance income 2.9 7.1 9. Finance expense 20252024£m£mFinance expenseLease liability interest costs (0.8) (0.3)Unwinding of discounting on acquisition-related liabilities (2.3) (1.5)Interest on borrowings (2.6) – (0.4) –Total nance expense (6 .1) (1.8)  10. Tax expense 20252024£m£mCurrent tax expense 24.5 26.4Overseas current tax charge 5.8 1.5Adjustment in respect of prior years (3.6) 1.0Total current tax 26.7 28.9Deferred tax expense (3.0) (2.1)Adjustment in respect of prior years (1.0) (1.0)Total deferred tax (note 22) (4.0) (3.1)Total tax expense 22.7 25.8 142 143Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() The tax charge of 26% for 2025 is higher (2024: 27%, higher) than the standard rate of corporation tax in the United Kingdom of 25% (2024:  20252024£m£m 87.7 95.6Expected tax charge based on the standard blended rate of United Kingdom corporation tax at the domestic rate of 25% (2024: 25%) 21.9 23.9 5.3 2.2 1.4 –Other tax items (1.3) (0.3)Adjustment in respect of prior years (4.6) –Total tax expense 22.7 25.8 The total tax expense for the year includes a £1.9m credit related to the recognition of a successful historical multi-year patent box claim. Deferred tax is calculated based on the tax laws and rates that were enacted or substantively enacted at the balance sheet date. The Group has assessed the application of the OECD Pillar 2 Global Minimum Tax rules, which apply to multinational groups with    mandatory temporary exception from recognising deferred tax assets and liabilities arising from Pillar 2 legislation and continues to monitor revenue levels and implementation developments in relevant jurisdictions in anticipation of entering scope in future periods. 11. Earnings per share 2025 2024Earnings per ordinary share – basic (pence) 69.5 72.3Earnings per ordinary share – diluted (pence) 69.3 72.0 The calculation of the basic and diluted earnings per share is based on the following data: 20252024£m£m 64.9 69.8Shares No. No.Basic weighted average number of Ordinary Shares 93,417,299 96,573,811 277,021 408,717Diluted weighted average number of Ordinary Shares 93,694,320 96,982,528 12. Dividends The following dividends were paid by the Group to its shareholders: 20252024£m£mFinal dividend for the year ended 31 December 2023 of 11.4p per Ordinary Share – 11.1Interim dividend for the year ended 31 December 2024 of 6.5p per Ordinary Share – 6.2Final dividend for the year ended 31 December 2024 of 13.0p per Ordinary Share 12 .1 –Interim dividend for the year ended 31 December 2025 of 7.4p per Ordinary Share6.8 –18.9 17.3 14.8p approval. The total amount of dividends proposed for the year ended 31 December 2025 is 22.2p. The payments of these dividends do not have any tax consequences for the Group. Governance reportStrategic report Financial report Additional information 142 143 Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 13. Property, plant and equipment 20252024£m£mOwned property, plant and equipment 24.8 27.0Leased right-of-use assets (note 18) 15.2 6.6Total property, plant and equipment 40.0 33.6 Owned property, plant and equipment is broken down as follows: Land and Network Computer Fixtures and buildingassetsequipmentttingsTotal£m£m£m£m£mCostAt 1 January 2025 4.4 70.7 16.5 3.9 95.5Additions – 2.0 1.9 0.9 4.8Acquisition of subsidiaries (note 29) – – – 0.8 0.81Disposals– (13.3) (3.4) (0.9) (17.6)Exchange dierence 0.3 0.2 0.2 – 0.72Reclassication– (0.4) 0.8 (0.4) –At 31 December 2025 4.7 59.2 16.0 4.3 84.2 DepreciationAt 1 January 2025 0.8 52.2 13.2 2.3 68.5Charge for the period 0.2 5.5 1.8 0.7 8.21Disposals– (13.3) (3.4) (0.9) (17.6)Exchange dierence 0.1 0.1 0.1 – 0.32Reclassication– (0.3) 0.6 (0.3) –At 31 December 2025 1.1 44.2 12.3 1.8 59.4 Net book valueAt 1 January 2025 3.6 18.5 3.3 1.6 27.0At 31 December 2025 3.6 15.0 3.7 2.5 24.8 1 During the year, the Group disposed of certain assets with a net book value of £Nil. These disposals had no impact on the Consolidated statement of prot or loss or the Consolidated statement of nancial position. 2 During the year, a reclassication was made between categories of property, plant and equipment. This had no impact on the total carrying amount. Land and Network Computer Fixtures and buildingassetsequipmentttingsTotal£m£m£m£m£mCostAt 1 January 2024 4.6 68.4 14.4 2.9 90.3Additions – 2.5 1.4 1.0 4.9Acquisition of subsidiaries – 0.1 1.0 – 1.1Disposals – (0.2) (0.2) – (0.4)Exchange dierence (0.2) (0.1) (0.1) – (0.4)At 31 December 2024 4.4 70.7 16.5 3.9 95.5AmortisationAt 1 January 2024 0.6 45.6 11.7 1.9 59.8Charge for the period 0.2 6.9 1.8 0.4 9.3Disposals – (0.2) (0.2) – (0.4)Exchange dierence – (0.1) (0.1) – (0.2)At 31 December 2024 0.8 52.2 13.2 2.3 68.5Net book valueAt 1 January 2024 4.0 22.8 2.7 1.0 30.5At 31 December 2024 3.6 18.5 3.3 1.6 27.0 No non-current assets are pledged as security by the Group. Property, plant and equipment has been considered for impairment indicators and there was no impairment in the year. 144 145Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() 14. Intangible assets Intangible assets acquired through business combinationsInternally generated Customer AcquireddevelopmentPurchased11coststechnology1GoodwillrelationshipsBrandtechnologyTotal£m£m£m£m£m£m£mCostAt 1 January 2025 135.0 78.6 5.9 14.9 58.8 29.6 322.8Additions – – – – 19.2 0.9 20.1Acquisition of subsidiaries (note 29) 92.3 88.3 6.8 14.9 – – 202.32Disposals– (0.2) – – (14.2) – (14.4) 7.3 7.0 0.4 1.4 0.4 – 16.5At 31 December 2025 234.6 173.7 13.1 31.2 64.2 30.5 547.3Amortisation and impairmentAt 1 January 2025 19.8 46.3 1.8 4.9 37.3 23.4 133.5Charge for the year – 12.1 1.6 4.9 7.9 1.5 28.02Disposals– (0.2) – – (14.2) – (14.4) 0.8 2.1 – 0.2 0.3 – 3.4At 31 December 2025 20.6 60.3 3.4 10.0 31.3 24.9 150.5Carrying valueAt 1 January 2025 115.2 32.3 4.1 10.0 21.5 6.2 189.3At 31 December 2025 214.0 113.4 9.7 21.2 32.9 5.6 396.8 1 During the year, the Group revised the presentation of the development costs and technology intangible asset categories to exclude “acquired technology arising from business combinations” and present it separately, with development costs renamed as “internally generated development costs” and technology renamed     Included in development costs are assets not yet in service of £5.7m (2024: £4.3m). Customer relationships includes the following material balances at 31 December 2025: • Starface: £88.4m (2024: £Nil) carrying value with 19 years’ amortisation remaining. • Pragma: £11.4m (2024: £12.6m) carrying value with 11 years’ amortisation remaining. Acquired Technology includes the following material balances at 31 December 2025: • Starface: £12.5m (2024: £Nil) carrying value with seven years’ amortisation remaining. Brand includes the following material balances at 31 December 2025: • Starface: £6.1m (2024: £Nil) carrying value with seven years’ amortisation remaining. Governance reportStrategic report Financial report Additional information 144 145Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 14. Intangible assets continued Intangible assets acquired through business combinationsInternally generated Customer AcquireddevelopmentPurchased11coststechnology1Goodwillrelationships BrandtechnologyTotal£m£m£m£m£m£m£mCostAt 1 January 2024 133.2 56.7 2.2 5.6 46.7 24.4 268.8Additions – – – – 12.5 1.8 14.3Acquisition of subsidiaries 15.1 10.0 2.0 9.5 0.2 – 36.82(11.4) 13.7 1.8 – – 3.5 7.6Disposals – – – – (0.2) – (0.2) (1.9) (1.8) (0.1) (0.2) (0.4) (0.1) (4.5)At 31 December 2024 135.0 78.6 5.9 14.9 58.8 29.6 322.8Amortisation and impairmentAt 1 January 2024 20.5 37.4 1.1 2.7 30.5 21.9 114.1Charge for the year – 10.2 0.7 2.5 7.1 1.6 22.1Disposals – – – – (0.2) – (0.2) (0.7) (1.3) – (0.3) (0.1) (0.1) (2.5)At 31 December 2024 19.8 46.3 1.8 4.9 37.3 23.4 133.5Carrying valueAt 1 January 2024 112.7 19.3 1.1 2.9 16.2 2.5 154.7At 31 December 2024 115.2 32.3 4.1 10.0 21.5 6.2 189.3   for further details.    other similar transactions. Goodwill The carrying amount of goodwill is allocated to the groups of CGUs as follows: 20252024£m£mGamma Germany 111.0 16.5Gamma Business 57.7 55.3Gamma Enterprise 30.4 30.4Netherlands 8.5 7.0Spain 6.4 6.0Total 214.0 115.2 Goodwill acquired through business combinations has been allocated to CGUs for the purpose of impairment testing. The goodwill arising in the year totalled £92.3m with £88.8m related to the Starface acquisition, £2.4m related to the Allnet acquisition and £1.1m related to the Desatel acquisition (note 29) (2024: £15.1m related to the acquisitions of Placetel and BrightCloud) which have been recognised in the Gamma Germany, Gamma Business and Netherlands CGUs respectively. These allocations are consistent with the segment reporting that is used in internal management reporting. Remaining movements are due to foreign exchange rate changes. Impairment test Goodwill is tested annually for impairment, or more frequently where there is an indication of impairment. An impairment test is a comparison of the carrying value of the assets of the CGU with their recoverable amount. Where the recoverable amount is less than the carrying value, an impairment results. The Group’s annual test is performed at 30 September. The Group performed the impairment test at 30 September 2025 incorporating its knowledge of the business into that testing and noting  impairment test. 146 147Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() Based on the results of the impairment reviews, the recoverable amounts were greater than the carrying value of the net assets in each CGU (2024: the recoverable amounts were greater than the carrying value of the net assets in each CGU). In undertaking this analysis, sensitivities of these assumptions were also considered and are set out in the section Sensitivity analysis below.    believed that past performance and rates are not indicative of future performance and rates, including the impact of climate change. Key assumptions The key assumption in the VIU for Gamma Enterprise, Gamma Business, Gamma Germany, Spain and Netherlands CGUs on which the  The long-term growth rates used were 1.6% for Gamma Business and Gamma Enterprise, 2.2% for Gamma Germany, 1.4% for the Netherlands and 1.2% for Spain (2024: 2%). This is based on long-term GDP growth forecasts for each country CGU. Other than in Germany where a small premium has been added because the market is not mature, which has resulted in a rate of 2.2%, the growth rates do not exceed the relevant long-term average growth rate based on OECD long-term baseline projections No.117. Discount rate  Enterprise. In Spain, Netherlands and Gamma Germany it is based on the 20-year US government bond adjusted for US to Eurozone  observing an equity market risk premium (that is the required return over and above a risk-free rate by an investor who is investing in the  risk of the CGU relative to the market as a whole to provide a cost of equity. Cost of debt is based on an external corporate bond yield. Cost of equity and debt are then weighted based on market participant leverage. The post-tax discount rates calculated were Gamma Business and Gamma Enterprise 10.1% (2024: 9.5%), Netherlands 8.8% (2024: 8.9%), Spain 11.3% (2024: 10.6%) and Gamma Germany 8.8% (2024: 9.1%). The Gamma Business and Gamma Enterprise pre-tax discount rate is 13.7% (2024: 12.1%). The rate used for Netherlands was 11.3% (2024: 11.1%), 14.6% for Spain (2024: 13.1%) and 12.0% (2024: 11.8%) for Gamma Germany. The back solve method was used to calculate the pre-tax discount rate in each year. Discount rates changed from 2024 to 2025 primarily as a result of macroeconomic conditions. Increases in the Gamma Business, Gamma Enterprise and Spain were predominantly due to increases in risk-free rates and country risk premiums at September 2025. The increases in Gamma Germany and Netherlands are predominantly due to increases in risk-free rates. Sensitivity analysis When considering the recoverable amount, the break-even point for the assumptions is calculated to understand the sensitivity of the assumptions. Given the challenging market conditions in the Netherlands, the headroom between the recoverable amount (determined based on a VIU model) and the carrying value of the Dutch business is modest at £2.4m (2024: £2.5m) at the measurement date.    revenue growth, factoring in directly consequential cost savings to commission and bonuses, by 46% over this period, would see the headroom reduce to £Nil. 2) An increase in the pre-tax discount rate of 1.7% from 11.3% to 13.0% would reduce this headroom to £Nil. The reduction required to the long-term growth rate to reduce the headroom to £Nil is not considered reasonably possible. 15. Inventories 20252024£m£mFinished goods 7.5 10.0 Governance reportStrategic report Financial report Additional information 146 147Gamma Communications plc Annual Report and Accounts 2025 Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 16. Trade and other receivables and contract assets A. Trade and other receivables 20252024£m£mTrade receivables 64.6 66.5Less: provision for impairment of trade receivables (12.6) (10.8)Trade receivables – net 52.0 55.7Contract costs 19.6 17.9Prepayments 12.8 11.3Other receivables 4.8 4.2Trade and other receivables 89.2 89.1Of which:Current 78.4 80.4Non-current 10.8 8.7 The value of trade receivables – net as at 1 January 2024 was £50.6m. For detail on credit risk and the provision for impairment calculation, see note 24 Financial Risk Management. The Group acquired Starface in February 2025 with trade and other receivables at acquisition of £3.8m and at 31 December 2025 of £4.6m. The ageing of these receivables is as follows: CurrentUp to 3 months3 to 6 months6 to 12 monthsOver 12 monthsTotal£m£m£m£m£m£m31 December 2025Gross trade receivables 49.2 8.5 1.7 1.8 3.4 64.6Provision for impairment (6.3) (1.6) (0.7) (1.0) (3.0) (12.6)Net trade receivables 42.9 6.9 1.0 0.8 0.4 52.031 December 2024Gross trade receivables 47.9 11. 3 2.8 2.3 2.2 66.5Provision for impairment (4.8) (2.0) (0.7) (1.1) (2.2) (10.8)Net trade receivables 43.1 9.3 2.1 1.2 – 55.7 Movements on the provision for impairment of trade receivables are as follows: 20252024£m£mAt 1 January 10.8 10.9Provided during the year 2.4 1.6 (0.6) (1.7)At 31 December 12.6 10.8 Contract costs    Installation CommissionscostscostsTotal£m£m£m£mAs at 1 January 2024 2.1 3.2 – 5.3Additions 2.2 2.2 20.7 25.1 – – 2.4 2.4Amortisation (2.0) (2.2) (10.7) (14.9)At 1 January 2025 2.3 3.2 12.4 17.9Additions 1.6 2.9 14.6 18 .1Amortisation (1.6) (2.2) (13.6) (16.4)At 31 December 2025 2.3 3.9 13.4 19.6  costs from prepayments to better align with other similar transactions. 148 Gamma Communications plc Annual Report and Accounts 2025 ![]() B. Contract assets 20252024£m£mCurrent 41.8 35.0Non-current 12.7 6.7Contract assets 54.5 41.7  certain large Enterprise contracts where the revenue is recognised upfront with billing over the contract life, upfront payments in relation  other Channel Partners related to revenue commitments during the period. For detail on credit risk and the provision for impairment calculation, see note 24, Financial risk management. There was £Nil impairment loss in relation to the contract assets (2024: £Nil). The value of contract assets as at 1 January 2024 was £35.4m. 17. Cash and cash equivalents 20252024£m£mCash at bank 23.7 44.6Short-term deposits – 109.1Cash and cash equivalents 23.7 153.7 The Group’s credit risk on cash and cash equivalents is limited as the counterparties are well established banks with generally high credit ratings. The credit quality of cash and cash equivalents is as follows: 20252024£m£mMoody’sAA 4.4 25.1A 19.3 128.1BAA – 0.5Cash and cash equivalents 23.7 153.7 18. Leases    Right-of-use assets Land and BuildingOtherTotal£m£m£mCostAt 1 January 2025 13.6 1.9 15.5Additions 2.8 1.3 4.1Acquisition of subsidiaries 7.4 0.4 7.8Disposals (2.6) (0.3) (2.9) 0.8 – 0.8At 31 December 2025 22.0 3.3 25.3AmortisationAt 1 January 2025 7.7 1.2 8.9Charge for the year 3.0 0.8 3.8Disposals (2.6) (0.1) (2.7) 0.1 – 0.1At 31 December 2025 8.2 1.9 10.1Net book valueAt 1 January 2025 5.9 0.7 6.6At 31 December 2025 13.8 1.4 15.2  committed to and three existing leases have been extended in the year ended 31 December 2025 (2024: one replacement and one extension). Governance reportStrategic report Financial report Additional information 149Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 18. Leases continued Right-of-use assets Land and buildingsOtherTotal£m£m£mCostAt 1 January 2024 14.9 1.7 16.6Additions 2.4 0.4 2.8Disposals (3.5) (0.1) (3.6) (0.2) (0.1) (0.3)At 31 December 2024 13.6 1.9 15.5DepreciationAt 1 January 2024 7.8 0.9 8.7Charge for the year 2.0 0.4 2.4Disposals (2.0) (0.1) (2.1) (0.1) – (0.1)At 31 December 2024 7.7 1.2 8.9Net book valueAt 1 January 2024 7.1 0.8 7.9At 31 December 2024 5.9 0.7 6.6 A reconciliation between the opening and closing balances for lease liabilities is shown in note 24, Financial risk management, Changes   20252024£m£mLease liabilities included in the Consolidated statement of nancial position at 31 DecemberCurrent 4.8 2.0Non-current 12.8 5.9Amounts recognised in the Consolidated statement of prot or lossInterest expense on lease liabilities 0.8 0.3 Lease liabilities include a £1.9m transfer in the year, in relation to right-of-use assets which are sub-let and therefore the right-of-use asset  comparative these amounts were recognised net in other receivables. Starface, acquired in February 2025, had leased right-of-use assets of £5.9m and lease liabilities of £6.1m at 31 December 2025. Gamma had no variable lease payments not included in the measurement of lease liabilities, no sale and leaseback transactions and no income from sub-leasing right-of-use assets in 2025 (2024: £Nil).  20252024£m£mLess than 1 year 4.8 2.0Between 1 and 2 years 3.8 1.9Between 2 and 5 years 6.8 3.5Over 5 years 3.3 1.1  150 Gamma Communications plc Annual Report and Accounts 2025 ![]() 19. Trade and other payables 20252024£m£mCurrent and non-currentTrade payables 12.8 7.1Other payables 6.3 7. 3Accruals – Cost of sales 11.1 14.7Accruals – Operating expenses (excluding payroll) 17.9 18.6Accruals – Payroll (excluding tax and social security) 17.9 17.2Tax and social security 4.3 3.6Trade and other payables 70.3 68.5 Book values approximate to fair value at 31 December Of which: Current 70.3 68.4Non-current – 0.1 The Group acquired Starface in February 2025 with trade and other payables at acquisition of £3.7m and at 31 December 2025 of £3.7m. 20. Provisions Leasehold dilapidation Other provisionprovisionsTotal£m£m£mAt 1 January 2025 2.1 0.2 2.3Additional provisions in the year – 1.2 1.2Utilisation of provision (0.4) – (0.4)Acquisition of subsidiaries 0.4 – 0.4At 31 December 2025 2.1 1.4 3.5Of which:Current 2.1Non-current 1.4   account through depreciation. The main uncertainties relate to estimating the cost that will be incurred at the end of the lease and also whether the option to break from the lease will be exercised. Leasehold dilapidation provisions relate to property rentals and vary from less  Other provisions includes £1.2m of restructuring in relation to severance resulting from headcount reductions. The majority of provisions are expected to be fully utilised within 12 months. Restructuring costs are reported within note 6, Exceptional items. Governance reportStrategic report Financial report Additional information 151Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 21. Contract liabilities Contract liabilities are deferred income arising from installations and upfront subscriptions and rentals, which are released to the statement  The movement on contract liabilities can be explained as below: 20252024£m£mAt 1 January 31.8 26.2Additions 33.6 28.1Acquisition of subsidiaries 9.1 3.6Amortisation (39.5) (26.1) 0.2 –At 31 December 35.2 31.8Of which:Current 20.2 18.5Non-current 15.0 13.3 Starface, acquired in February 2025, had contract liabilities of £5.8m at 31 December 2025.  The amount of revenue recognised in 2025 that was included in the contract liabilities balance at 31 December 2024 was £18.5m (2024: £14.1m). The Group expects to recognise the balance at 31 December 2025 in: Between 1 and Between 2 and Less than 1 year2 years5 yearsOver 5 years£m£m£m£mContract liabilities as at 31 December 2025 20.2 7. 0 6.7 1.3Contract liabilities as at 31 December 2024 18.5 6.4 5.4 1.5 22. Deferred tax  being 25% (2024: 25%) for UK companies. The movement on the deferred tax account is as shown below: 20252024£m£mNet liability at 1 January (9.0) (3.9) 4.0 3.1 (0.8) 0.9Tax arising on acquisition (34.2) (9.1)Foreign exchange recognised in directly equity (1.9) –Net liability at 31 December (41.9) (9.0)   In Europe, deferred tax assets totalling €3.3m have not been recognised due to uncertainty of recoverability. These losses do not expire under current tax legislation.  (charged) to (charged) toAssetLiabilityNetequity2025£m£m£m£m£m 0.2 (1.3) (1.1) 0.1 – 5.5 (4.6) 0.9 (0.5) 0.1Deferred tax on share options 1.2 – 1.2 (0.5) (0.8)Deferred tax on acquisition of subsidiaries – (42.9) (42.9) 4.9 (2.0)Deferred tax asset/(liability) 6.9 (48.8) (41.9) 4.0 (2.7) 152 Gamma Communications plc Annual Report and Accounts 2025 ![]() (charged) to (charged) toAssetLiabilityNetequity2024£m£m£m£m£m 0.2 (1.3) (1.1) – – 5.8 (4.7) 1.1 (0.6) (0.2)Deferred tax on share options 2.6 – 2.6 0.5 0.9Deferred tax on acquisition of subsidiaries – (11.6) (11. 6) 3.2 0.2Deferred tax asset/(liability) 8.6 (17.6) (9.0) 3.1 0.9 23. Financial instruments  Carrying Carrying value value 2025Fair value basis – – – 0.12024Note Measurement category£m23 of measurement Fair value hierarchyAmortised cost 32.7 – – –£mFinancial assets18 Non-currentAmortised cost 12.8 – – 5.9Contract assets Derivative liabilities 23 Fair value through P&L 0.1 Fair value based on market 16 Amortised Cost 12.7 – – 6.7Other receivables 16 Amortised Cost 1.4 – – 0.7CurrentDeferred consideration 23 Amortised cost 9.6 – – 13.0Cash and cash equivalents 17 Amortised Cost 23.7 – – 153.7Trade receivables – net 16 Amortised Cost 52.0 – – 55.7Contract assets 16 Put option liability 23 Fair value through P&L 1.5 Fair value weighted expected Amortised Cost 41.8 – – 35.0Other receivables 16 Amortised Cost 3.4 – – 3.5 135.0 255.3Financial liabilitiesTrade and other payables 19 Amortised cost 66.0 – – 64.8Non-currentOther payables 19 Amortised cost 23 Amortised cost 0.3 – – –Borrowings 18 Amortised cost 4.8 – – 2.0Lease liabilities Derivative liabilities 23 Fair value through P&L 0.1 Fair value based on market Level 2 –Deferred consideration 23 Amortised cost 4.0 – – 4.4inputsAcquisition-related liabilities:Contingent consideration 23 Fair value through P&L 4.7 Fair value weighted expected Level 3 7.7returns methodologyLevel 3 1.3returns methodologyCurrentBorrowings Lease liabilities Level 2 –inputsAcquisition-related liabilities:Contingent consideration 23 Fair value through P&L 3.2 Fair value weighted expected Level 3 0.1returns methodology 139.8 99.3 The carrying value of trade and other receivables, contract assets, cash and cash equivalents, and trade and other payables is considered   Derivative liabilities relate to foreign currency forwards, with a nominal value of $18.3m (£13.6m), measured at fair value which are classed as Level 2 in the fair value measurement hierarchy. Governance reportStrategic report Financial report Additional information 153Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 23. Financial instruments continued Other nancial liabilities Borrowings 20252024£m£mCurrent 0.3 –Non-current 32.7 – 33.0 – Borrowings consist of Revolving Credit Facility (“RCF”) of £33.0m, none of which (2024: £Nil) are secured on the Group’s land and buildings. In January 2025, the Group agreed a three-year £130m multicurrency RCF, with option to extend for a further 12 months. £30m of this was drawn in February 2025 to enable the acquisition of Starface. £33.0m was drawn as at 31 December 2025. The total transaction costs incurred on signing the RCF were £0.7m. The RCF is stated net of unamortised transaction costs of £0.3m (2024: £Nil) and interest payable of £0.3m. The deferred transaction costs have been capitalised and are being amortised over the expected life of the facility. The accrued interest is current, which is payable within three months. The RCF incurs interest on drawn balances at a margin between 1.5% and 2.25% above SONIA, dependent on leverage, and between 0.5% and 0.8% on undrawn balances.   activities section. Loan covenants The following covenants relate to the RCF, and are tested on a 12-month rolling basis: •  •   Derivative nancial liabilities – forward exchange contracts 20252024£m£mCurrent 0.1 –Non-current 0.1 – 0.2 – The Group held mark to market forward exchange contracts with a nominal value of $18.3m (£13.6m) at 31 December 2025, to limit potential foreign exchange exposure that could arise on certain of the Group’s USD commitments including some of the next two years’ Placetel deferred consideration payments which are denominated in USD. For further information see Market risk section in note 24, Financial risk management. Acquisition-related liabilities Deferred consideration (amortised cost) 20252024£m£mCurrent 4.0 4.4Non-current 9.6 13.0 13.6 17.4  SatisnetBrightCloudPlacetelTotal£m£m£m£mAt 1 January 2025 0.5 0.2 16.7 17.4Deferred consideration settled – (0.2) (3.8) (4.0)Unwinding of discount – – 1.1 1.1Foreign exchange movements – – (0.9) (0.9)At 31 December 2025 0.5 – 13.1 13.6 154 Gamma Communications plc Annual Report and Accounts 2025 ![]() Contingent consideration (Level 3) 20252024£m£mCurrent 3.2 0.1Non-current 4.7 7.7 7.9 7. 8 The reconciliation of the carrying amounts of contingent consideration is as follows: SatisnetPragmaBrightCloud Allnet OtherTotal£m£m£m£m£m£mAt 1 January 2025 2.8 4.7 0.3 – – 7. 8Acquisition of subsidiary – – – 0.6 0.5 1.1Contingent consideration settled – – – – (0.1) (0.1)Change in fair value of contingent consideration: 0.1 0.8 0.1 – – 1.0Other change in fair value (recognised in operating expenses) (2.4) 0.9 (0.4) – – (1.9)At 31 December 2025 0.5 6.4 – 0.6 0.4 7.9   expected payout £3.2m). After the impact of the unwinding of the discount, a decrease of £2.4m was required, which was recognised in operating expenses.  of up to £9.8m may be payable. The fair value of £6.4m at 31 December 2025, which takes into account the weighted probability of payout, is based on a payout of £6.4m (31 December 2024: £6.4m), of which £2.0m is current and £4.4m is non-current. After the impact of the unwinding of the discount, an increase of £0.9m was required following a change in the expected payment date which has been recorded within operating expenses. Contingent consideration for BrightCloud is based on the revenue performance for any consecutive twelve-calendar-month period from acquisition to 31 December 2025. As the performance target was not met, the contingent consideration liability has been released in full, which has been recorded within operating expenses.   current and £0.3m non-current, and is based on a payout of £0.6m. Other contingent consideration relates to amounts owed by Starface prior to the Group’s acquisition. The remaining £0.4m is expected  The changes in fair value of contingent consideration have resulted in a £1.9m net gain within operating expenses in 2025 (2024: £1.3m net  been expensed within operating expenses. Put option liability (Level 3) 20252024£m£mNon-current 1.5 1.3 As a result of the acquisition of Pragma in 2023 there is an option for the previous owners to sell or for the Group to acquire the remaining 5% of the shares in Pragma (which are held by management) in 2027 (where the consideration will be based on the results of the preceding  achieved if Pragma achieves certain EBITDA targets. The fair value of £1.5m at 31 December 2025 (2024: £1.3m) is based on a payout of £1.8m (2024: £1.8m) which takes into account the weighted probability of payout. A reconciliation between the opening and closing balances is shown in note 24, Financial risk management, Changes in assets and liabilities  Governance reportStrategic report Financial report Additional information 155Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 23. Financial instruments continued Fair value of nancial instruments   valuation methods are called “hierarchies” and are described below: Level 1: Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Fair values measured using inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly or indirectly. Level 3: Fair values measured using inputs for the asset or liability that are not based on observable market data. There were no transfers to or from other hierarchies during the year. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. Liabilities measured at fair value are remeasured at each reporting date and their values are illustrated in the table below: 20252024£m£mLevel 2Forward exchange contracts (nominal value $18.3m) 0.2 –Level 3Contingent consideration 7.9 7.8Put option liability 1.5 1.3Total 9.6 9.1 As at 31 December 2025, the potential undiscounted amount of future payments that could be required under the contingent consideration and the put option liability range from £1.2m to £11.3m and £Nil to £2.9m respectively (31 December 2024: £0.1m to £18.1m and £Nil to £2.9m).  Fair value measurement  valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with the  The valuation technique used for instruments categorised in Level 2 (derivative liabilities) was a mark to market methodology, comparing contracted forward rates and the prevailing market forward rate at the reporting date. The valuation technique used for instruments categorised in Level 3 (contingent consideration and put option liability) was a probability weighted expected returns methodology, using a risk-adjusted discount rate appropriate to the individual characteristics of the transaction. Movements in the fair value are charged through  The fair value of Level 3 instruments is £9.4m (contingent consideration £7.9m and put option liability £1.5m). Both types of obligations are   The following analysis is provided to illustrate the sensitivity of the year-end balance to a change in an individual input, within reasonable possible ranges, while all other variables remain constant. This is not intended to imply the likelihood of change or that possible changes  Change in fair valueInput Year-end discounted estimate Change in input£mFinancial forecasts Forecast EBITDA performance +20% 0.9-20% (1.0) 156 Gamma Communications plc Annual Report and Accounts 2025 ![]() 24. Financial risk management Financial risk factors  and liquidity risk. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the   and policies it sets.   Credit risk     Trade receivables The Group considers that the carrying value of the trade receivables gives a fair presentation of the credit quality of the assets. This  processes. Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base being large  It is Group policy, implemented locally, to assess the credit risk of new customers before entering into contracts. The Group’s review includes external ratings where available. If there is no independent rating, risk control processes assess the credit quality of the customer,  based on internal or external ratings. The utilisation of credit limits is regularly monitored. Purchase limits are established for each customer, which represent the maximum open amount without requiring further approval from the Credit and Pricing Committee. The Credit and Pricing Committee determines concentrations of credit risk by monitoring the creditworthiness rating of existing customers and through regular reviews of the trade receivables’ ageing analysis.  Customers are grouped by credit risk within each segment, and an expected credit loss percentage is applied to each risk category. The   rating grades are assessed. Due to this, management believes there is no further credit risk provision required in excess of the normal provision determined by the expected credit loss methodology applied.  recoverable is derecognised. At the reporting date the Group does not expect any losses from non-performance by the counterparties in addition to those already provided against. Details of this provision are shown in note 16. Contract assets The Group considers the credit quality of contract assets on a customer-by-customer basis. As with trade receivables, there is considered   Cash and cash equivalents  accepted, unless Executive Director approval is obtained. Governance reportStrategic report Financial report Additional information 157Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 24. Financial risk management continued Market risk Foreign exchange risk The Group operates primarily in the United Kingdom, Germany, the Netherlands and Spain with smaller operations in Ireland, other parts    In both our UK and overseas operations, the level of receipts and payments which are not denominated in the local currency of the country are small. The exception to this is the Group’s exposure, in both the UK and Germany, to the US Dollar resulting from software and cloud purchase commitments and the remaining Placetel deferred consideration. The Group’s objective is to reduce transactional exposure to volatility arising from movements in foreign currency exchange rates. The Group regularly reviews this forecasted US Dollar exposure and  to manage exposure over a foreseeable period, see details below. Hedge accounting has not been applied. Foreign currencyPounds Sterlingm Average rate£mForeign currency forward exchange contractsUS Dollar 18.3 1.3260 13.8  1–6 months 7–12 months 13 –18 monthsForeign currency in millionsUS Dollar 8.2 5.1 5.0 Sensitivity   movements. The forward currency forward contracts used to manage this exposure are US Dollar to GBP. Sensitivities for both exposures are presented below. Impact on Impact on post-tax prot 2025 2024 £m£m1 (0.9) (1.8)10.8 1.511.3 –1 (1.2) – 1 Holding all other variables constant. Interest rate risk     entered into during the period. Liquidity risk Liquidity risk arises from the Group’s management of working capital and the Group’s borrowings. The risk refers to the risk that the Group  It is the Group’s aim to settle balances as they become due maintaining readily accessible bank deposit accounts to ensure that the  any foreseeable cash requirements. The Group actively monitors the level of cash balances and drawn RCF, seeking to appropriately balance the two, alongside current and forecast covenant headroom.   liquid resources to meet its obligations under all reasonably expected circumstances committed to at that time.    meet these liabilities as they fall due. 158 Gamma Communications plc Annual Report and Accounts 2025 ![]() Maturity analysis  amortised cost (excluding lease liabilities): Between 1 and Between 2 and Over Less than 1 year2 years5 years5 years£m£m£m£m2025 70.4 3.8 39.7 –2024 70.0 4.2 10.2 –  fair value, based on expected payout: Between 1 and Between 2 and OverLess than 1 year2 years5 years5 years£m£m£m£m2025 3.2 6.5 – –2024 0.1 3.5 8.2 – Capital risk management   The Group’s objectives when managing capital are: •  for other stakeholders. •  development of the business and selective M&A, as appropriate. The Group has historically maintained very low levels of gearing and is now subject to externally imposed capital requirements under the  proportion to risk, making adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying   Changes in liabilities arising from nancing activities Total Put option Lease liabilitiesborrowingsliabilityTotal 2025£m£m£m£mAt 1 January 7.9 – 1.3 9.2Cash movements:Drawdown of borrowings – 108.5 – 108.5Repayments (5.1) (75.5) – (80.6)1Repayment of borrowings acquired with acquisitions– (14.6) – (14.6)Interest payments on borrowings – (3.0) – (3.0)Non-cash movements:2Additions and transfers6.0 – – 6.01Acquisition of subsidiary7.5 14.6 – 22.1Interest costs 0.8 2.6 0.2 3.6 – 0.4 – 0.4 0.5 – – 0.5At 31 December 17.6 33.0 1.5 52 .11 Bank loans of £14.6m were acquired with Starface and all were repaid at the time of acquisition.2 See note 18. Total Put option Lease liabilitiesborrowingsliabilityTotal2024£m£m£m£mAt 1 January 10.0 1.7 1.1 12.8Cash movements:Repayments (3.3) (1.5) – (4.8)Non-cash movements:Additions 2.8 – – 2.8Disposals (1.8) – – (1.8)Finance expense 0.3 – 0.2 0.5 (0.1) (0.2) – (0.3)At 31 December 7.9 – 1.3 9.2 Governance reportStrategic report Financial report Additional information 159Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 25. Commitments There were no material commitments for capital expenditure contracted for at the end of the year that were not recognised as a liability (2024: £Nil). The Group has previously entered into two multi-year software licence agreements: •  Cisco. Of this commitment £18.7m was recognised as deemed consideration for the acquisition of Placetel, and is recorded in deferred consideration, with the remaining £20.1m as the minimum committed spend for Webex cloud licences. •  At 31 December 2025 the total outstanding committed spend under these two agreements is £43.3m, of which £9.6m relates to the year ended 31 December 2026. £13.0m of this committed spend is recognised as Placetel deferred consideration, see note 23. 26. Share capital At 31 December the total issued share capital was as follows: 2025202520242024Number£mNumber£mAuthorised, allotted and fully paid Ordinary shares of £0.0025 each 93,764,351 0.2 97,50 0,389 0.2 Ordinary share movement in the year is as follows: Number NotesAt 1 January 2025 97,50 0,389March (925,000) (a)April (1,579,000) (a)May (125,000) (a)June (1,107,038) (a)At 31 December 2025 93,764,351 (a) Ordinary shares purchased and cancelled under the share buyback programme. In the year 3,736,038 ordinary shares of £0.0025 pence each were acquired by the Company and cancelled (2024: 1,910,596 ordinary shares of £0.0025 pence each were acquired by the Company and held in treasury). 131,073 (2024: 186,946) were transferred from treasury to settle exercised share options. At 31 December 2025, 1,592,577 shares were held in treasury (2024: 1,723,650), representing 1.7% (2024: 1.8%) of issued share capital. The shares held in treasury do not have voting rights. The number of ordinary shares with voting rights was 92,171,774 (2024: 95,776,739), therefore the total issued share capital at 31 December 2025 was 93,764,351 ordinary shares (2024: 97,500,389 ordinary shares). 27. Other reserves A breakdown of other reserves is shown below: Merger Share option Foreign exchange ShareTotal other reservereservereservereservereserves£m£m£m£m£mAt 1 January 2024 2.3 7.2 (1.9) (0.7) 6.9Issue or reissue of shares – (2.0) – – (2.0)Share-based payment expense – 2.2 – – 2.21Share buyback– – – (27. 3) (27.3)2Treasury share allocations– – – 3.3 3.3Other comprehensive expense – – (1.3) – (1.3)At 31 December 2024 2.3 7.4 (3.2) (24.7) (18.2)At 1 January 2025 2.3 7.4 (3.2) (24.7) (18.2)Issue or reissue of shares – (1.2) – – (1.2)Share-based payment expense – 2.2 – – 2.22Treasury share allocations– – – 1.9 1.9Other comprehensive income – – 9.0 – 9.0At 31 December 2025 2.3 8.4 5.8 (22.8) (6.3) 1 Represents shares purchased under the 2024 buyback programme which were held in treasury. Shares purchased under the 2025 buyback programme were immediately cancelled. 2 Treasury shares allocations are treasury shares which have been used to satisfy share options and other employee share plans. 160 Gamma Communications plc Annual Report and Accounts 2025 ![]() The following describes the nature and purpose of each reserve within equity: Reserve Description and purposeShare premium reserve Amount subscribed for share capital in excess of nominal valueOther reservesMerger reserve Represents the share capital and share-related movements of the previous holding company Gamma Telecom Holdings Limited following the common control transaction in 2014.Share option reserve Represents credit to equity relating to share-based payment expense on share options.Foreign exchange reserve subsidiaries from their functional currency into the parent’s functional currency.Share reserve Purchase of treasury shares under share buyback programmes.Retained earnings All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.Non-controlling interest Proportion of equity relating to subsidiaries which are not 100% owned.Written put options over Represents debit to equity in relation to the put option liability.non-controlling interest 28. Share-based payment expense Share options granted Deferred Bonus Plan On 8 April 2025, the Board approved awards under the Deferred Bonus Plan (“DBP”) for the Executive Directors. 18,412 options were granted over £0.0025 ordinary shares at an exercise price of £0.0025 per share which will vest on 31 March 2028. The awards granted will not be  Long Term Incentive Plan On 16 May 2025, the Board approved awards under the Long Term Incentive Plan (“LTIP”) for the Executive Directors and the senior management team. 218,764 options were granted over £0.0025 ordinary shares at an exercise price of £0.0025 per share which will vest  vesting commencement date of 1 January 2025 and ending on 31 December 2027. The awards issued under the LTIP will vest as follows: 2025 awards to Executive Directors • 10.6% of the shares if, over three years, relative Total Shareholder Return (“TSR”) achieves median performance and 42.5% if relative TSR achieves upper quartile performance against companies in the FTSE 250 Index (excluding Investment Trusts), with pro-rata straight-line vesting in between. • 10.6% of the shares if the annual compound growth of the Company’s Adjusted EPS over the three years ended 31 December 2027   • 3.8% of the shares if the reduction in the Company’s Scope 1 and 2 carbon emissions over the three years ended 31 December 2027  to or in excess of 60%, with pro-rata straight-line vesting in between. • A two-year post vesting holding period will apply. 2025 awards to senior management • 7.0% of the shares if, over three years, relative TSR achieves median performance and 28.0% if relative TSR achieves upper quartile performance against companies in the FTSE 250 Index (excluding Investment Trusts), with pro-rata straight-line vesting in between. • 7.0% of the shares if the annual compound growth of the Company’s Adjusted EPS over the three years ended December 2027 is equal to 4%, and 28.0% of the shares if the annual compound growth of the Company’s Adjusted earnings per share over the same period is equal to or in excess of 10% with pro-rata straight-line vesting in between. • 2.5% of the shares if the reduction in the Company’s Scope 1 and 2 carbon emissions over the three years ended 31 December 2027  to or in excess of 60%, with pro-rata straight-line vesting in between. • 34.0% of the shares do not have a performance condition and will vest on the third anniversary of the award date, being 16 May 2028. Restricted Share Awards On 8 April 2025 and 14 October 2025 the Board approved awards under the LTIP as Restricted Share Awards. 69,724 and 1,438 ordinary  following dates and terms, and are not subject to any performance conditions other than ongoing employment: • 30% on 8 April 2026 or 14 October 2026 (rounded down to the nearest whole share). • 30% on 8 April 2027 or 14 October 2027 (rounded down to the nearest whole share). • The remainder of the shares on 8 April 2028 or 14 October 2028. Save As You Earn On 2 May 2025 the Board approved an issue of options under a Save As You Earn (“SAYE”) scheme which granted 256,357 options over £0.0025 ordinary shares at an exercise price of £9.40. These options will vest on 1 July 2028. Governance reportStrategic report Financial report Additional information 161Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 28. Share-based payment expense continued Share option movements Movements in the number of options during the year were as follows: The weighted average fair value of awards granted during the year was £8.49 (2024: £9.22). The options below were exercised at a weighted average share price of £11.60 and weighted average exercise price of £6.68, and the weighted average exercise price of share options exercisable at 31 December 2025 was £11.53. 2025ExerciseDate of grant Start of year GrantedCancelled Exercised End of yearprice Scheme Expiry date18 May 20154,606 – (903) (3,703) – £2.7000 CSOP 7 May 2025115 April 20162,294 – – – 2,294 £4.3575 CSOP 14 April 202615 April 201711,916 – – (1,520) 10,396 £4.9325 CSOP 4 April 2027123 May 201840,377 – – – 40,377 £7. 3400 CSOP 22 May 2028113 May 201954,599 – (917) – 53,682 £10.9000 CSOP 12 May 202917 May 202086,739 – (4,742) – 81,997 £12.6500 CSOP 6 May 20301214 September 20206,250 – – – 6,250 £0.0025 DBP14 September 20301 April 2021 19,583 – – – 19,583 £0.0025 LTIP 25 April 2031121 April 20213,789 – – – 3,789 £0.0025 DBP1 April 203116 May 2021127,159 – (12,243) – 114,916 £17.9600 CSOP 6 May 203117 May 202113,345 – (10,363) (2,982) – £14.1120 SAYE 31 December 2024125 March 2022201,792 – (16,096) (1,993) 183,703 £13.2400 CSOP 24 March 20321231 March 202214,042 – – (9,377) 4,665 £0.0025 DBP31 March 2032131 March 2022161,168 – (113,95 4) (26,873) 20,341 £0.0025 LTIP 7 years from vesting date6 May 2022 42,763 – (30,234) – 12,529 £0.0025 LTIP 7 years from vesting date16 May 2022110, 004 – (5,784) (67, 924) 36,296 £10.4000 SAYE 31 December 2025229 March 2023 26,856 – – – 26,856 £0.0025 DBP29 March 20339 May 2023 317,423 – (34,893) (8,739) 273,791 £8.5000 SAYE 31 December 202622 May 2023 29,360 – (4,262) – 25,098 £0.0025 RSA 22 May 203122 May 2023 208,106 – (83,632) – 124,474 £0.0025 LTIP 21 May 203312 April 2024 181,994 – (43,501) – 138,493 £0.0025 LTIP 11 April 203412 April 2024 20,672 – (4,961) – 15,711 £0.0025 LTIP 21 May 203312 April 2024 36,512 – (3,391) (7,168) 25,953 £0.0025 RSA 12 April 2032212 April 2024 15,990 – – – 15,990 £0.0025 DBP12 April 20348 May 2024 173,008 – (53,215) (804) 118 ,989 £10.8000 SAYE 31 December 202718 June 2024 1,459 – – – 1,459 £0.0025 LTIP 11 April 203423 September 2024 1,855 – – – 1,855 £0.0025 RSA 22 September 203228 April 2025 – 18,412 – – 18,412 £0.0025 DBP8 April 20358 April 2025 – 69,724 (2,883) – 66,841 £0.0025 RSA 8 April 20332 May 2025 – 256,357 (44,017) – 212,340 £9.4000 SAYE 31 December 202816 May 2025 – 218,764 (54,436) – 164,328 £0.0025 LTIP 16 May 203514 October 2025 – 1,438 – – 1,438 £0.0025 RSA 14 October 2033 1 Exercisable at end of the period. 2 During 2025 the life for all existing and future DBS arrangements was increased from seven years to ten years from the grant date. All options were granted over ordinary shares. There were no lapsed share options during the year (2024: none). Apart from the options noted as exercisable, all other options above are outstanding. The share options outstanding at 31 December 2025 represented 2% of the issued share capital as at that date (2024: 2%) and would generate additional funds of £12.5m (2024: £12.9m) if fully exercised. The weighted average remaining life of the share options was 11 months (2024: 13 months), with a weighted average remaining exercise price of £6.83 (2024: £6.75). 162 Gamma Communications plc Annual Report and Accounts 2025 ![]() Movements in the number of options during the prior year were as follows: The options below were exercised at a weighted average share price of £11.37, and weighted average exercise price of £5.49, and the weighted average exercise price of share options exercisable at 31 December 2023 was £9.50. 2024Start of ExerciseDate of grantyear GrantedCancelled Exercised End of yearprice Scheme Expiry date18 May 20158,309 – – (3,703) 4,606 £2.7000 CSOP 7 May 2025115 April 20162,294 – – – 2,294 £4.3575 CSOP 14 April 202615 April 201717, 878 – – (5,962) 11, 916 £4.9325 CSOP 4 April 2027123 May 201851,452 – (4,087) (6,988) 40,377 £7.340 0 CSOP 22 May 202818 May 2019652 – – (652) – £8.2800 SAYE 31 December 2022113 May 2019104,475 – (4,568) (45,308) 54,599 £10.9000 CSOP 12 May 2029128 April 202026,661 – (13,836) (12,825) – £8.0000 SAYE 31 December 202317 May 2020149,729 – (10,931) (52,059) 86,739 £12.6500 CSOP 6 May 2030114 September 202019,474 – – (19,474) – £0.0025 LTIP 31 March 20241214 September 20206,250 – – – 6,250 £0.0025 DBP14 September 203011 April 2021142,745 – (89,008) (34,154) 19,583 £0.0025 LTIP 25 April 2031121 April 202111,4 05 – – ( 7,616) 3,789 £0.0025 DBP1 April 202716 May 2021145,323 – (18,164) – 127,159 £17.9600 CSOP 6 May 203117 May 202143,076 – (11,561) (18,170) 13,345 £14.1120 SAYE 31 December 202413 December 20214,651 – (2,900) (1,751) – £0.0025 LTIP 25 April 203125 March 2022 238,475 – (28,198) (8,485) 201,792 £13.2400 CSOP 24 March 2032231 March 2022 14,042 – – – 14,042 £0.0025 DBP31 March 203231 March 2022 179,898 – (18,730) – 161,168 £0.0025 LTIP 7 years from vesting date6 May 2022 42,763 – – – 42,763 £0.0025 LTIP 7 years from vesting date6 May 2022 126,143 – (12,290) (3,849) 110,0 04 £10.4000 SAYE 31 December 2025229 March 2023 26,856 – – – 26,856 £0.0025 DBP29 March 20339 May 2023 352,754 – (31,218) (4,113) 317,423 £8.5000 SAYE 31 December 202622 May 2023 31,299 – (1,939) – 29,360 £0.0025 RSA 22 May 203122 May 2023 235,164 – (27,058) – 208,106 £0.0025 LTIP 21 May 203312 April 2024 – 195,553 (13,559) – 181,994 £0.0025 LTIP 11 April 203412 April 2024 – 20,672 – – 20,672 £0.0025 LTIP 21 May 203312 April 2024 – 40,559 (4,047) – 36,512 £0.0025 RSA 12 April 2032212 April 2024 – 15,990 – – 15,990 £0.0025 DBP12 April 20348 May 2024 – 186,638 (13,630) – 173,008 £10.8000 SAYE 31 December 202718 June 2024 – 1,459 – – 1,459 £0.0025 LTIP 11 April 203423 September 2024 – 1,855 – – 1,855 £0.0025 RSA 22 September 2032 1 Exercisable at end of the period. 2 During 2025 the life for all existing and future DBS arrangements was increased from seven years to ten years from the grant date. Expiry dates in the table above  All options were granted over ordinary shares. Share-based payment expense Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period. Non-market-based vesting conditions are measured using the Black-Scholes model; the expense is adjusted based on the Company’s estimate of shares that will eventually vest. Market-based vesting conditions are measured using the Monte Carlo model. The expected life used in the model assumes that vesting conditions will be met and all options will be exercised at the earliest opportunity. The information set out in the table below is used in the calculations. 20252024£m£mShare price at grant date (pence) 1,130–1,364 1,348–1,396Exercise price (pence) 0.25–940 0.25–1,080Expected volatility 25–26% 24–25%Risk-free rate 3.69–3.86% 4.12– 4.17%Expected dividend yield 1.43–1.63% 1.23–1.27% The assumptions relating to volatility and the risk-free rate are calculated with reference to other comparable companies within the telecommunications sector. Governance reportStrategic report Financial report Additional information 163Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 28. Share-based payment expense continued Application of the fair value measurement results in a charge to operating expenses within the subsidiary company Gamma Telecom Limited. The charge for each year is as listed below: 20252024£m£mShare options issued to key management 1.0 1.6Share options issued to other employees 0.9 1.1Total share-based payment expense 1.9 2.7 Included within the total share-based payment expense of £1.9m (2024: £2.7m) is a National Insurance credit of £0.3m (2024: £0.5m expense). The Group did not enter into any share-based payment transactions with parties other than employees during 2025 and 2024. 29. Business combinations Summary of acquisitions 2025 On 19 February 2025 the Group completed the acquisition of 100% of SF Technologies Holdings GmbH (“Starface”). Germany holds  penetration in a larger SME market than the UK. The acquisition of Starface delivers on our strategy to establish a new anchor in the European business, alongside our well-established UK business. Starface is a market leader in the provision of proprietary business  SME businesses in Germany, as well as enterprises and the public sector via its nationwide Channel Partner network, which also covers Austria and Switzerland.  £m17.3Intangible assets – customer relationships 87.7Intangible assets – development costs 14.9Intangible assets – brand 6.6Cash and cash equivalents 14.8Inventories 0.9Trade and other receivables 3.8Trade and other payables (3.7)Lease liabilities (6.5)Current tax liability (4.5)2Bank loans(14.6)Contract liabilities (9.1)3Deferred tax liability(34.0) 63.6Add: Goodwill 88.8Net assets acquired 152.4   2 Bank loans of £14.6m were repaid at the time of acquisition. 3 Deferred tax liability arising on customer relationships, development costs and brand intangible assets. 164 Gamma Communications plc Annual Report and Accounts 2025 ![]()  products available to the Group’s existing customers and access to new customers. The goodwill is not deductible for tax purposes. The useful economic lives applied to the Starface intangible assets are: customer relationships 20 years, development costs 7 years and brand 7 years. Total£mCash paid 152.4Total 152.4 £167.0m was the total payment for the acquisition of Starface, gross of £14.8m of cash acquired and including £14.6m to repay, at the time  the £152.4m cash payment of the equity less the £14.8m cash acquired. Starface acquisition-related costs of £5.1m were recognised as an expense within operating expenses in the Consolidated statement  acquisition of Starface, the Group agreed a RCF; for details on issue costs refer to note 23.  between the acquisition date and 31 December 2025. If Starface had been acquired on 1 January 2025, the contribution to the Group’s  £10.4m and £7.4m, respectively. During the period the Group also acquired 100% of the share capital of Allnet Solutions Limited (known as “Allnet”) for total consideration  Fair value accounting for these acquisitions is completed and customer relationship intangibles assets of £Nil and £0.6m, brand of £Nil  right-of-use asset of £1.3m, including £0.3m dilapidation provision. Net cash outow on acquisitions: StarfaceDesatelAllnetOtherTotal£m£m£m£m£mCash consideration 152.4 1.5 2.9 – 156.8Less: cash acquired (14.8) – (1.4) – (16.2)137.6 1.5 1.5 – 140.61Deferred consideration payments during the year– – – 4.0 4.02Contingent consideration payments during the year– – – 0.1 0.1Net outow of cash – investing activities (Acquisition of subsidiaries net of cash acquired) 137.6 1.5 1.5 4.1 144.73Repayment of bank loans14.6 – – – 14.6Net outow of cash – nancing activities (Repayment of borrowings acquired with acquisitions) 14.6 – – – 14.6Net cash outow relating to acquisitions in the year 152.2 1.5 1.5 4.1 159.3   2 See note 23, Financial instruments. 3 Banks loans of £14.6m were repaid at the time of acquisition. Valuations of intangible assets Customer relationships were valued under the Income Method and the brand and development costs under the Relief from Royalty methodology. Summary of acquisitions 2024 During 2024 the Group acquired Coolwave Communications Limited (“Coolwave”), BrightCloud Group Limited (“BrightCloud”) and BroadSoft Germany GmbH (known as “Placetel”). The fair value accounting for Coolwave and BrightCloud was completed and disclosed  reported fair values have been made. Governance reportStrategic report Financial report Additional information 165Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes to the nancial statements continued 30. Subsidiaries The Company’s subsidiaries at 31 December 2025 are detailed below. Name Registered address Countryownership % ClassAllnet Solutions Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesBright Cloud Group Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesBright Cloud Limited Arbeta, 11 Northampton Road Manchester, M40 5BP United Kingdom 100% Ordinary sharesCandio Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary shareCircleLoop Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesCoolwave Australia Proprietary Limited Bird & Bird Services Pty Ltd ATF Bird & Bird Services Australia 100% Ordinary Trust, Level 22, 25 Martin Place, Sydney, NSW 2000sharesCoolwave Communications Limited  Ireland 100% Ordinary sharesCoolwave Communications Philippines 104 602 LIBERTY CENTER BUILDING, H.V. DELA Philippines 100% Ordinary Inc. COSTA S SALCEDO BEL-AIR, CITY OF MAKATI, sharesFOURTH DISTRICT, N NATIONAL CAPITAL REGION (NCR), 1209, Coolwave SGP Private Limited 18-01, 2 Shenton Way, SGX Centre I, Singapore, Singapore 100% Ordinary 068804sharesEnableX Group Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary sharesEpsilon Telecommunications GmbH  Germany 100% Ordinary sharesEstos GmbH Petersbrunner Str. 13, Starnberg, 82319 Germany 100% Ordinary sharesGamma BidCo1 GmbH  Germany 100% Ordinary sharesGamma Business Communications Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary LimitedsharesGamma Business Services BV Evert van de Beekstraat 1-63, 1118CL Schiphol Netherlands 100% Ordinary sharesGamma Communications Austria GmbH Am Europlatz 2, Wien, 1120 Austria 100% Ordinary sharesGamma Communications Benelux BV Krijgsman 12- 1186DM Amstelveen Netherlands 100% Ordinary sharesGamma Communications Europe BV Krijgsman 12- 1186DM Amstelveen Netherlands 100% Ordinary sharesGamma Communications Germany  Germany 100% Ordinary sharesGmbHGamma Communications GmbH  Germany 100% Ordinary sharesGamma Communications Ireland 6th Floor, 2 Grand Canal Square, Dublin 2, Dublin Ireland 100% Ordinary sharesLimitedGamma Communications Nederland BV Krijgsman 12 1186DM Amstelveen Netherlands 100% Ordinary sharesGamma Communications No1 Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesGamma Communications Sales Adlerstr. 61, Karlsruhe, 76137 Germany 100% Ordinary Germany GmbH, sharesGamma Desatel B.V. Netherlands 100% Ordinary Holland, 2913LJsharesGamma Development KfT Széchenyi rakpart 8, 1054, Budapest Hungary 100% Ordinary shares  Poland 100% Ordinary sharesGamma Europe Holdco Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary shares1Gamma Group Holdings Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100%Ordinary sharesGamma Holding GmbH  Germany 100% Ordinary sharesGamma Managed Services Limited Arbeta 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesGamma Network Solutions Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesGamma Operadora de Comunicaciones Universitat Autònoma 3, Pl. 1a, 08290 Cerdanyola del Spain 100% Ordinary SU Av. Vallès, BarcelonasharesGamma Placetel GmbH  Germany 100% Ordinary sharesGamma Telecom Holdings Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary and B1 sharesGamma Telecom Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesGamma UCaaS Comercializadora SLU Spain 100% Ordinary shares41092 SevilleGamma UCaaS Operaciones SLU Av. Universitat Autònoma 3, Pl. 1a, 08290 Cerdanyola Spain 100% Ordinary sharesdel Vallès, BarcelonaNeoTel 2000 S.L.U. Spain 100% Ordinary shares29010 – MálagaPlacetel Austria GmbH Am Europlatz 2, Wien, 1120, Austria Austria 100% Ordinary sharesPlacetel Netherlands B.V. Krijgsman 12, Amstelveen, 1186DM Netherlands 100% Ordinary sharesPragma Cloud Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary shares 166 Gamma Communications plc Annual Report and Accounts 2025 ![]() Name Registered address Countryownership % ClassPragma Distribution Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary sharesPragma Group Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary sharesSatisnet Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 100% Ordinary sharesSF Technologies Holding GmbH  Germany 100% Ordinary sharesStarface GmbH  Germany 100% Ordinary sharesStarface Group GmbH  Germany 100% Ordinary sharesStarface White Label GmbH  Germany 100% Ordinary sharesTechland Systems International Limited Arbeta, 11 Northampton Road, Manchester, M40 5BP United Kingdom 95% Ordinary sharesTelsis GmbH  Germany 100% Ordinary sharesVio:networks GmbH  Germany 100% Ordinary sharesVozTelecom Maroc, SARL AU Park Tetouanshore, route de Cabo Negro Shore 3 Morocco 100% Ordinary sharesLocal 004, Comune de Martil – Tétouan, CP 93150 1 Directly held by the Company. As at 31 December 2025 the registered office for UK companies was The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF. On 9 February 2026 the registered office changed to Arbeta, 11 Northampton Road, Manchester, M40 5BP. Gamma Telecom Limited is also a member of NP4UK Limited which is a dormant company (limited by guarantee) incorporated in the The investment val ue was £Nil; no gain or loss was recognised on disposal. The Group holds no interests in unconsolidated structured entities. 31. Related party transactions Details of key management’s remuneration are given in note 7. There were no other transactions with related parties outside of the wholly owned Group during the year. 32. Subsequent events Share buyback In January 2026, the Group appointed Investec Bank plc to manage a share buyback programme to purchase ordinary shares of £0.0025 each in Gamma Communications plc for an aggregate purchase price of up to £42.5m within certain pre-set parameters (the “Programme”). The company has authorised the Programme to continue while it retains the authority from shareholders to repurchase such ordinary shares until the earlier of (i) the maximum aggregate consideration payable by the Company has been reached or (ii) 31 December 2026, subject to the maximum aggregate number of shares not exceeding the authority conferred by shareholders at the 2025 AGM or any renewal of such authority at the 2026 AGM. The Programme will be conducted by the Company in accordance with and under the terms of the general authority granted to the Board by the Company’s shareholders. Share purchases will be made by Investec on the Company’s  The purpose of the Buyback Programme is to reduce the Company’s share capital (any shares repurchased for this purpose will be cancelled) and to enable the Company to meet obligations arising from share option programmes (any shares repurchased for this purpose will be held in treasury). At 20 March 2026, 1,002,213 ordinary shares have been purchased and cancelled under the Programme for an aggregate value of £9.0m. In January 2026, the Group also announced the intention to launch a further £42.5m share buyback in FY 2027, returning up to £85m  Governance reportStrategic report Financial report Additional information 167Gamma Communications plc Annual Report and Accounts 2025 ![]() Note 2025 £m 2024 £m Assets Non-current assets Investments 3 35.0 31.2 Other receivables 4 100.8 23.1 Deferred tax asset 4 0.1 0.1 135.9 54.4 Current assets Other receivables 4 79.0 76.0 Cash and cash equivalents 1.0 62.8 80.0 138.8 Total assets 215.9 193.2 Liabilities Non-current liabilities Contingent consideration 5 – 2.7 – 2.7 Current liabilities Other payables 6 4.4 2.5 Contingent consideration 5 0.5 0.1 4.9 2.6 Total liabilities 4.9 5.3 Net assets 211.0 187.9 Equity Called up share capital 7 0.2 0.2 Share premium account 23.3 23.3 Share option reserve 35.0 31.2 Share reserve (22.8) (24.7)  175.3 157.9 Total equity 211.0 187.9   authorised for issue by the Board of Directors on 23 March 2026 and were signed on its behalf by: Bill Castell   #### Company statement of nancial position #### As at 31 December 2025 168 Gamma Communications plc Annual Report and Accounts 2025 ![]() Share capital £m Share premium reserve 1 £m Share option reserve 1 £m Share reserves £m Retained earnings £m Total equity £m 1 January 2024 0.2 22.9 27.7 – 70.3 121.1 Issue or reissue of shares – 0.4 – – – 0.4 Share-based payment expense – – 3.5 – – 3.5 Share buyback 2 – – (27.3) – (27.3) Treasury share allocations 3 – – – 2.6 (2.2) 0.4 Dividends paid – – – – (17.3) (17.3) Transactions with owners – 0.4 3.5 (24.7) (19.5) (40.3)  – – – – 107.1 107.1 Total comprehensive income/(expense) – – – – 107.1 107.1 1 January 2025 0.2 23.3 31.2 (24.7) 157.9 187.9 Issue or reissue of shares – – – – – – Share-based payment expense – – 3.8 – – 3.8 Share buyback 2 – – – – (45.1) (45.1) Treasury share allocations 3 – – – 1.9 (1.0) 0.9 Dividends paid – – – – (18.9) (18.9) Transactions with owners – – 3.8 1.9 (65.0) (59.3)  – – – – 82.4 82.4 Total comprehensive income – – – – 82.4 82.4 31 December 2025 0.2 23.3 35.0 (22.8) 175.3 211.0 1 These reserves are not distributable. 2 Represents shares purchased under share buyback programmes. In 2024 share purchased under the buyback programme which were held in Treasury, in 2025 shares were immediately cancelled. 3 Treasury share allocations relates to treasury shares which have been used to satisfy share options and other employee share plans.  #### Company statement of changes in equity #### For the year ended 31 December 2025 Governance reportStrategic report Financial report Additional information 169Gamma Communications plc Annual Report and Accounts 2025 ![]() 1. Accounting policies General information Gamma Communications plc (“the Company”) is a public company limited by shares and is incorporated and domiciled in England and   Basis of preparation  Framework” (“FRS 101”).     and under the historical cost convention and in accordance with the Companies Act 2006. The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented a  was £82.4m (2024: £107.1m). Disclosure exemptions adopted   (a) certain disclosures regarding the Company’s capital;     (d) the disclosure of the remuneration of key management personnel; (e) disclosure of related party transactions with other wholly owned members of the Group headed by Gamma Communications plc;   (g) disclosures in respect of IFRS 2 Share-Based Payment.   Investments Investments in subsidiaries are held at cost less any accumulated impairment losses. At the end of each reporting year, investments   Financial assets   Other receivables These include amounts due from Group undertakings which are initially recognised at transaction price and subsequently carried  Taxation Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Current tax is the amount of income tax receivable on the taxable losses arising in the year and prior years. Deferred tax is recognised to take account of temporary    when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the date    Cash and cash equivalents Cash and cash equivalents comprise cash in hand, deposits held at banks and other short-term highly liquid investments with original   #### Notes to the Company nancial statements #### For the year ended 31 December 2025 170 Gamma Communications plc Annual Report and Accounts 2025 ![]() Financial liabilities    Amounts due to Group undertakings are initially recognised at transaction price and subsequently carried at amortised cost. Equity   recorded as deductions from shareholders’ equity. Treasury shares are presented within the share reserve.  used to satisfy share options, sold or reissued is calculated on a weighted-average basis. Consideration, if any, received for the sale of such  cancellation of treasury shares. Shares repurchased which are immediately cancelled are not shown as treasury shares within the share reserve but are shown as a deduction from equity within retained earnings.  the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid. The grant by the Company of share-based payment awards over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the  2. Critical accounting judgements and estimates Gamma Communications plc is a non-complex entity primarily holding intercompany debtors and creditors. There are no critical judgements or accounting estimates that represent a risk of material misstatement over the next 12 months. 3. Investments 2025 £m 2024 £m Cost At 1 January 31.2 51.8 Disposals – (24.1) Capital contributions arising from share-based payments 3.8 3.5 At 31 December 35.0 31.2 Net book value At 31 December 35.0 31.2 The Directors believe that the carrying value of investments is supported by their expected future cash generation. In 2024 the disposal relates to the transfer of Satisnet Ltd to Gamma Telecom Holdings Limited, this transaction had no impact on the   4. Other receivables 2025 £m 2024 £m Amounts due from Group undertakings 179.5 98 .1 Prepayments 0.3 0.3 Current tax asset – 0.5 Deferred tax asset 0.1 0.1 Other receivables – 0.2 At 31 December 179.9 99.2 Amounts due from Group undertakings are interest-free and repayable on demand. Based on the Group’s expectations, £100.8m (2024: £23.1m) is not anticipated to be recalled within the next 12 months and is therefore presented as non-current along with £0.1m of deferred tax assets (2024: £0.1m). The expected credit loss on amounts due from Group undertakings is £Nil (2024: £Nil). Amounts due from Group undertakings include £1.2m relating to an intergroup tax receivable arising from group relief (2024: £0.5m presented within current tax asset line). Governance reportStrategic report Financial report Additional information 171Gamma Communications plc Annual Report and Accounts 2025 ![]() 5. Contingent consideration 2025 £m 2024 £m Current 0.5 0.1 Non-current – 2.7 0.5 2.8 The reconciliation of the carrying amounts of contingent consideration is as follows: Total £m 1 January 2025 2.8 Unwinding of discount 0.1 Other change in fair value (2.4) 31 December 2025 0.5   of £0.5m (31 December 2024: £3.2m). After the impact of the unwinding of the discount, a decrease of £2.4m was required. 6. Other payables 2025 £m 2024 £m Amounts due to Group undertakings 2.0 – Accruals 1.9 2.0 Deferred consideration 0.5 0.5 Trade and other payables 4.4 2.5 Book values approximate to fair value at 31 December Of which: Current 4.4 2.5  within 12 months. Amounts due to Group undertakings are interest-free and repayable on demand. 7. Called up share capital  8. Dividends paid  9. Contingent liabilities The Company had no contingent liabilities at 31 December 2025 or 31 December 2024. 10. Capital commitments The Company had no capital commitments at 31 December 2025 or 31 December 2024. 11. Related party transactions The Company has taken advantage of the exemption available within FRS 101 Reduced Disclosure Framework not to disclose transactions  related party transactions. 12. Subsequent events Share buyback In January 2026 the Group announced the launch of a share buyback programme within existing shareholder authorities of up to £42.5m   programme to 20 March 2026. #### Notes to the Company nancial statements continued 172 Gamma Communications plc Annual Report and Accounts 2025 ![]()    companies. These measures are also useful in connection with discussions with the investment community. They should not be considered in isolation or as a substitute for analysis of the Group’s results reported under IFRS. An explanation of the relevance of each of the APMs and a reconciliation of the APM to the most directly comparable measure calculated and presented in accordance with IFRS are set out below.  nature or incidence) as per note 6 and other adjusting items, to show the Group’s core performance. Certain APMs are also adjusted for  and comprise i) consistent with the prior year, the incremental costs of the implementation of new cloud-based Finance and HR systems  foreign exchange movement on the Placetel deferred consideration totalling £1.6m gain (2024: £Nil). These are adjusted as i) the total  forward exchange contracts and foreign exchange movements on the deferred consideration are driven by macroeconomic factors and are not linked to the Group’s trading performance. The adjustment for foreign exchange movements is limited to the Placetel deferred  transactions are considered linked.    from capital employed. #### EBITDA and Adjusted EBITDA EBITDA is presented because it is widely used by securities analysts, investors and our peer group internationally to evaluate the      amortisation expense).   before tax for the year, to EBITDA and Adjusted EBITDA: 2025 £m 2024 £m Prot before tax 87.7 95.6 Finance income (2.9) ( 7.1) Finance expense 6.1 1.8 Prot from operations 90.9 90.3 Depreciation of property, plant and equipment and right-of-use assets 12.0 11.7 Amortisation from intangible assets excluding business combinations 9.4 8.7 Amortisation from intangible assets arising due to business combinations 18.6 13.4 EBITDA 130.9 124.1 Exceptional items 10.6 – Other adjusting items 0.2 1.4 Adjusted EBITDA 141.7 125.5 #### Alternative Performance Measures Governance reportStrategic report Financial report Additional information 173Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Adjusted prot before tax  due to business combinations and the unwinding of discounting on acquisition-related liabilities. These items are individually material items  business combinations is excluded because this charge is a non-cash accounting item based on judgements about the assets’ value and economic life. Its exclusion is consistent with industry peers and how certain external stakeholders monitor the performance of the business. Unwinding of discounting on acquisition-related liabilities is excluded because the amounts are non-cash accounting items and bear no relation to the Group’s trading performance in the year. This adjustment improves comparability between acquired and organically  2025 £m 2024 £m Prot before tax 87.7 95.6 Exceptional items 10.6 – Other adjusting items 0.2 1.4 Amortisation of intangibles arising due to business combinations 18.6 13.4 Unwinding of discounting on acquisition-related liabilities 2.3 1.5 Adjusting items 31.7 16.3 Adjusted prot before tax 119.4 111.9 #### Adjusted earnings per share (fully diluted) Adjusted earnings per share (“EPS”) (fully diluted) is presented as management believes it is important for understanding the changes in the Group’s fully diluted EPS, including improving comparability between acquired and organically grown operations. Adjusted EPS (fully  other adjusting items, amortisation of intangibles arising due to business combinations and unwinding of discounting on acquisition- related liabilities (for the same reasons outlined previously in relation to Adjusted PBT) and the tax on all of these items. To not exclude the  representative of the trading performance of the Group. They also have a collectively material impact on EPS. In addition, Adjusted EPS has   2025 2024 Earnings per ordinary share – fully diluted (pence) 69.3 72.0 Adjusted earnings per ordinary share – fully diluted (pence) 94.5 85.1 2025 £m 2024 £m Prot after tax attributable to the ordinary equity holders of the Company 64.9 69.8 Adjusting items: Exceptional items 10.6 – Other adjusting items 0.2 1.4 Amortisation of intangibles arising due to business combinations 18.6 13.4 Unwinding of discounting on acquisition-related liabilities 2.3 1.5 Patent box (1.9) – 29.8 16.3 Tax relating to adjusting items (6.2) (3.6) Adjusted prot after tax attributable to the ordinary equity holders of the Company 88.5 82.5 Shares: 2025 No. 2024 No. Diluted weighted average number of ordinary shares 93,694,320 96,982,528 #### Net debt/cash  borrowings less cash and cash equivalents. IFRS 16 lease liabilities and contingent consideration are not considered as debt for the  2025 £m 2024 £m Cash and cash equivalents 23.7 153.7 Borrowings (33.0) – Net (debt)/cash (9.3) 153.7 #### Alternative Performance Measures continued 174 Gamma Communications plc Annual Report and Accounts 2025 ![]()  Cash and cash equivalents £m Borrowings £m  £m At 1 January 2024 136.5 (1.7) 134.8 Repayments – 1.5 1.5 Net increase in cash and cash equivalents 17.8 – 17. 8  (0.6) 0.2 (0.4) At 31 December 2024 153.7 – 153.7 Drawdown of borrowings 108.5 (108.5) – Repayment of borrowings (75.5) 75.5 – Borrowings acquired with acquisitions – (14.6) (14.6) Repayment of borrowings acquired with acquisitions (14.6) 14.6 – Interest paid (3.0) 3.0 – Interest costs – (2.6) (2.6)  – (0.4) (0.4) Other non-borrowing related movements in cash and cash equivalents (146.5) – (146.5) Net movement before the eect of exchange rate changes (131.1) 1 (33.0) (164.1)  1.1 – 1.1 At 31 December 2025 23.7 (33.0) (9.3)   #### Return on capital employed (“ROCE”)   combinations (for the same reasons outlined previously in relation to Adjusted PBT), divided by Capital employed. Capital employed is  It is a new measure introduced this year and we have also presented the 2024 comparative to aid understanding. The acquisition of Starface in 2025 was material to the Group and rebased the underlying future Group ROCE. We have therefore chosen to present the 2024 comparative on a pro forma basis in order to, in our view, aid comparability of the periods. To calculate the 2024 pro forma, we have therefore added the 2025 Starface Capital employed to the 2024 Group Capital employed and we have added the 2025 Starface Adjusted  comparability between periods. 2025 £m 2024 Pro forma £m  9.3 (153.7) Lease liabilities 15.7 7.9 Acquisition-related liabilities 23.0 26.5 Equity 385.0 372.7 Starface 2025 capital employed – 169.6 Capital employed 433.0 423.0 Prot before tax 87.7 95.6 Finance income (2.9) ( 7.1) Finance expense 6.1 1.8 Prot from operations 90.9 90.3 Exceptional items 10.6 – Other adjusting items 0.2 1.4 Amortisation of intangibles arising due to business combinations 18.6 13.4  – 11.0 Adjusted prot from operations 120.3 116.1 ROCE 27.8% 27.4% Governance reportStrategic report Financial report Additional information 175Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Adjusted cash conversion Adjusted cash conversion is presented as management believe it is important to understand the Group’s conversion of Adjusted EBITDA to cash. Adjusted cash generated by operations is cash generated by operations excluding the cash impact of exceptional items, other      as this was accrued in the acquired balance sheet); and   £4.0m of Starface maintenance revenues that were recognised following the acquisition by Gamma, but for which the corresponding cash was collected by Starface prior to the acquisition. This adjustment is in our view necessary, as without it, the cash in question forms part of the acquired balance sheet and is included within “Net cash used in investing activities”, which is a disconnect from the related revenue which is part of operating activities. This will not repeat, as in future years, both revenue recognition and cash collection will be part of operating activities, with Starface part of the Gamma Group for the whole of the year.   2025 £m 2024 £m Cash generated by operations 115.1 116.8 Cash impact of exceptional items 9.4 2.7 Cash impact of other adjusting items 1.6 0.9  5.7 – Adjusted cash generated by operations 131.8 120.4 Adjusted EBITDA 141.7 125.5 Adjusted cash conversion 93% 96% #### Adjusted free cash ow   operations less taxes paid and the purchases of property, plant and equipment and intangible assets. 2025 £m 2024 £m Adjusted cash generated by operations 131.8 120.4 Taxes paid (26.7) (23.9) Purchases of property, plant and equipment (4.8) (4.9) Purchases of intangibles assets (19.5) (14.3) Adjusted free cash ow 80.8 77.3 #### Organic growth   the contribution of material disposals for the last 12 months of ownership, and excluding the impact of foreign exchange movements on the consolidation of our international operations (calculated by taking the current year local currency results translated into Pounds Sterling at    EBITDA at a Group level. Current year Revenue Year ended 31 December 2024 £m Components of growth Total reported growth Year ended 31 December 2025 £m Organic growth Inorganic growth Constant currency £m % £m % £m % £m % Gamma Business 368.9 5.3 1% 0.4 0% – – 5.7 2% 374.6 Gamma Enterprise 126.5 (0.4) 0% 4.4 3% – – 4.0 3% 130.5 Gamma Germany 54.3 0.8 1% 54.0 99% 1.1 2% 55.9 103% 110.2 Other Europe 29.7 0.5 2% – – 0.3 1% 0.8 3% 30.5 Group revenue 579.4 6.2 1% 58.8 10% 1.4 0% 66.4 11% 645.8 #### Alternative Performance Measures continued 176 Gamma Communications plc Annual Report and Accounts 2025 ![]() Prior year Year ended 31 December 2023 £m Components of growth Total reported growth Year ended 31 December 2024 £m Organic growth Inorganic growth Constant currency Revenue £m % £m % £m % £m % Gamma Business 332.2 17.6 5% 19.1 6% – – 36.7 11% 368.9 Gamma Enterprise 110.1 6.7 6% 9.7 9% – – 16.4 15% 126.5 Gamma Germany 47.4 1.0 2% 7.6 16% (1.7) (4%) 6.9 15% 54.3 Other Europe 32.0 (1.7) (5%) – – (0.6) (2%) (2.3) (7%) 29.7 Group revenue 521.7 23.6 5% 36.4 7% (2.3) 0% 57.7 11% 579.4 Current year  Year ended 31 December 2024 £m Components of growth Total reported growth Year ended 31 December 2025 £m Organic growth Inorganic growth Constant currency £m % £m % £m % £m % Gamma Business 194.7 (4.1) (2%) 0.2 0% – – (3.9) (2%) 190.8 Gamma Enterprise 60.2 (2.3) (4%) 2.4 4% – – 0.1 0% 60.3 Gamma Germany 26.4 2.9 11% 48.4 183% 0.7 3% 52.0 197% 78.4 Other Europe 19.0 (0.5) (3%) – – 0.2 1% (0.3) (2%) 18.7 Group gross prot 300.3 (4.0) (1%) 51.0 17% 0.9 0% 47.9 16% 348.2 Prior year  Year ended 31 December 2023 £m Components of growth Total reported growth Year ended 31 December 2024 £m Organic growth Inorganic growth Constant currency £m % £m % £m % £m % Gamma Business 176.1 10.7 6% 7.9 4% – – 18.6 11% 194.7 Gamma Enterprise 52.6 3.2 6% 4.4 8% – – 7.6 14% 60.2 Gamma Germany 19.2 1.7 9% 6.1 32% (0.6) (3%) 7.2 38% 26.4 Other Europe 19.3 0.3 2% – – (0.6) (3%) (0.3) (2%) 19.0 Group gross prot 267.2 15.9 6% 18.4 7% (1.2) 0% 33.1 12% 300.3 Current year Year ended 31 December 2024 £m Components of growth Total reported growth Year ended 31 December 2025 £m Organic growth Inorganic growth Constant currency £m % £m % £m % £m % Group Adjusted EBITDA 125.5 0.5 0% 15.5 12% 0.2 0% 16.2 13% 141.7 Prior year Year ended 31 December 2023 £m Components of growth Total reported growth Year ended 31 December 2024 £m Organic growth Inorganic growth Constant currency £m % £m % £m % £m % Group Adjusted EBITDA 114.3 7.3 6% 4.3 4% (0.4) 0% 11.2 10% 125.5 Governance reportStrategic report Financial report Additional information 177Gamma Communications plc Annual Report and Accounts 2025 ![]() Registered oce Arbeta 11 Northampton Road Manchester M40 5BP Head oce 3rd Floor 63 St Mary Axe London EC3A 8AA Joint brokers Investec Bank plc 30 Gresham Street London  Peel Hunt LLP 100 Liverpool Street London EC2M 2AT Company auditor Deloitte LLP Abbots House Abbey Street Reading RG1 3BD Legal advisers to the Company Bird & Bird LLP 12 New Fetter Lane London EC4A 1JP Registrar MUFG Corporate Markets Central Square 29 Wellington Street Leeds LS1 4DL Company website www.gammagroup.co Company number 08943488 #### Company information 178 Gamma Communications plc Annual Report and Accounts 2025 ![]() Asymmetric Digital Subscriber Line (“ADS L” ) A legacy copper-based broadband technology that delivers higher download than upload speeds. It is being phased out   Articial Intelligence (“AI”) The simulation of human intelligence by computer systems, enabling them to perform tasks such as learning, reasoning and pattern recognition. Amazon Web Services (“AWS”)  range of on-demand services. Carbon net-zero Proactively reducing environmental impact by seeking opportunities to reduce carbon emissions, resulting in no net increase in atmospheric carbon dioxide levels. Carbon neutral Balancing of carbon emissions with an equivalent amount of carbon removal or  CircleLoop A cloud-based telephony product which is fully serviced through web, desktop and mobile applications and aimed at the micro-business market. Cloud PBX A virtual PBX system rooted on the internet, which automatically answers all calls and routes them to the right department or user extension. Contact Centre as a Service (“CCaaS”) Software platform that allows contact centres to operate over the internet. Increasingly these are moving beyond telephone calls to allowing conversations to occur and be actively managed through multiple media (email, social media, etc.). Customer Experience (“CX”) Products that allow businesses to manage and optimise customer interactions to enhance satisfaction and loyalty across all touchpoints, including contact centres. Customer Relationship Management (“CRM”) Technology and processes used to manage interactions with customers, supporting sales, marketing and service teams with a central view of customer activity. Fibre to the Premises (“FTTP”) An ultrafast broadband technology where  providing higher speeds and greater reliability than copper-based services. FibreXchange Gamma’s FTTP aggregation platform which allows Channel Partners to compare pricing,  suppliers. Horizon Gamma’s complete business phone system – a hosted communications service that  and mobile telephony capabilities. Horizon Contact Horizon Contact is a cloud-based contact  to work in conjunction with Horizon. Internet of Things (“IoT”) A network of physical devices, appliances and other physical objects that are embedded with sensors, software and network connectivity, allowing them to collect and share data over the internet or other communications networks. IP Telephony Technologies, products and services that use the internet protocol’s packet-switched connections to support voice calling, voicemail, video calling, video conferencing, faxing and instant messaging. Microsoft Teams – Direct Routing Direct Routing is one method of providing access to the PSTN (Public Switched Telephone Network) to Microsoft Teams. It allows Teams users to make and receive external telephone calls, and enables a company to use its own telephony infrastructure alongside Teams. Microsoft Teams – Operator Connect (“OC”) Operator Connect is one method of providing access to the PSTN (Public Switched Telephone Network) to Microsoft Teams. It allows Teams users to make and receive external telephone phone calls to any telephone number on any Teams device. Mobile Virtual Network Operator (“MVNO”) A company that provides mobile services without owning its own wireless infrastructure, by leasing network access from a major carrier. PhoneLine+ Simple phone line replacement service using VoIP technology to deliver voice calls over the broadband network. Private Branch Exchange (“PBX”) A private telephone network used within a company that connects calls between internal users, and allows them to share and utilise external phone lines. Traditionally a PBX would be hardware based and connected to the wider telephony network through a SIP trunk. Increasingly they are provided in the cloud. #### Glossary Public Switched Telephone Network (“PSTN”) The global network of interconnected voice-orientated public telephone infrastructure, using physical telephone exchanges and lines to transmit calls. Security Operations Centre (“SOC”) A dedicated function that monitors, detects and responds to cyber security threats in real time, using tools, processes and specialist analysts to protect an organisation’s systems and data. Session Initiation Protocol (SIP trunking) SIP is a signalling protocol, widely used for voice and video calls over the internet. One SIP trunk allows for one channel of voice. This can be an alternative to ISDN or analogue channels. Single Order Generic Ethernet Access (“SoGEA”) A standalone broadband line, without any associated voice service. Small and medium-sized enterprises (“SMEs”) Businesses with less than 250 employees. Subscriber Identity/Identication Module (“SIM”) The physical card used in mobile devices to store user information, such as phone number and network authentication data, enabling connection to a mobile network. An eSIM (embedded SIM) is a digital SIM embedded directly into a device, allowing for remote activation and management without the need for a physical card. Unied Communications as a Service (“UCaaS”) Software platform that allows  media that runs over the internet. Voice over Internet Protocol (“VoIP”) A technology that enables voice communication over the internet, allowing phone calls to be made using data instead of traditional phone lines. Webex for Gamma Cisco’s Webex cloud communications product sold through Gamma’s Channel Partner network. Governance reportStrategic report Financial report Additional information 179Gamma Communications plc Annual Report and Accounts 2025 ![]() #### Notes ![]() This report is made using paper from 100% post-consumer recycled waste, limiting the impact on our precious forest resources, helping reduce the need to harvest more trees. Designed and produced by SampsonMay Telephone: 020 7403 4099 www.sampsonmay.com ![]() #### Empowering people +44 (0) 333 014 0000 info@gamma.co.uk www.gammagroup.co