Corporate Governance

The Directors recognise the importance of maintaining high standards of corporate governance. The Board has chosen to apply the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), which adopts a proportionate, principles-based approach appropriate for AIM-listed companies.

The Directors confirm that the Group has applied the 2023 QCA Code throughout the year ended 31 March 2026. The Board believes that its governance framework remains appropriate for the size, structure and stage of development of the Group whilst supporting our purpose of empowering pioneers. The governance framework is reviewed periodically to ensure it remains appropriate for the size, complexity, and strategic development of the Group, enabling the Board and its Committees to provide effective oversight and long-term stewardship on behalf of
shareholders.

This report sets out how the Group complies with the ten principles of the QCA Code.

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

DSW’s purpose is to empower its people to reach their potential and develop sustainable businesses which best serve the needs of their clients and local communities. The Group operates a capital-light, scalable platform model delivering professional advisory and legal services. This model generates recurring revenues and strong cash conversion, supporting long-term value creation. The DSW Network continues to attract entrepreneurial professionals seeking flexibility, autonomy and an alternative to traditional professional services structures.

During the year, the Group made continued progress against its strategic priorities, including:

• Expansion of the DR Solicitors platform through the recruitment of consultant lawyers and a Corporate Dental team, driving growth in DR revenue
• Investment in the central platform, including a new Head of Operations for DSW Capital and a Managing Director to support scaling of the legal offering in DR Solicitors and launch of the DSW Legal platform, and
• Continued investment in technology and AI to drive operational efficiency and enable fee earners to focus on high-value advisory work.

The Board remains focused on scaling the platform through organic growth, strategic hires and targeted investment in complementary service lines. Further details on the Group’s strategy and business model are provided on pages 1-15.

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

The Board recognises that a strong and consistent culture is fundamental to long-term success. The Group promotes a culture based on integrity, trust, collaboration and entrepreneurialism.

This is supported through:
• the Group’s Code of Conduct
• whistleblowing and anti-bribery policies, and
• regular compliance and ethics training.

A confidential whistleblowing mechanism remains in place.

The Board takes responsibility for defining and embedding the group’s culture and monitors its effectiveness through regular reporting and engagement across the Network. The tone is set
from the top, with culture and values forming a regular part of Board discussions and decision-making processes.

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

The Board actively promotes open and ongoing dialogue with shareholders throughout the year. This includes responding to meeting requests and ensuring that
shareholders have direct access to senior management when appropriate.

Other key engagement mechanisms include:
• Annual and Interim Reports
• RNS announcements
• Investor presentations aligned to reporting periods, and
• The Annual General Meeting.

The Board encourages shareholder participation at the AGM and facilitates ongoing engagement throughout the year. No significant themes of shareholder concern were identified during the year. Further ESG-related disclosure is provided on pages 27-31.

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

The Board recognises the importance of maintaining strong relationships with a broad range of stakeholders, including employees, partners, consultants, clients and regulators. The Group takes its corporate social responsibilities seriously and is committed to fostering a culture of accountability, sustainability, and inclusivity. To support this, DSW has established an Environmental, Social and Governance (ESG) Committee, comprising volunteer partners and employees from across the Group.

This Committee plays a key role in shaping and advancing the Group’s ESG agenda. Recognising that stakeholder feedback is vital to effective governance and continuous improvement; the ESG Committee regularly seeks input from employees to ensure that initiatives reflect their priorities, needs, and interests. This inclusive approach helps to embed ESG considerations into the Group’s culture and decision-making processes.

The Board considers its duties under section 172 of the Companies Act 2006 when making decisions and ensures that it takes stakeholder interests into account. Further details on stakeholder engagement and ESG matters are set out on pages 27-31.

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

The Group operates a moderate risk appetite in pursuit of its strategic objectives. The Board is prepared to accept measured levels of commercial and strategic risk where opportunities support long-term growth, including expansion into new service lines, recruitment of new teams, acquisitions and investment in technology. However, the Board maintains a low risk appetite in relation to matters that could adversely impact client service, regulatory compliance, financial reporting integrity, information security, professional standards or the Group’s reputation.

The Board is responsible for maintaining a robust system of risk management and internal controls.

This includes:
• A comprehensive Group risk register reviewed regularly by management and the Audit & Risk Committee,
• Periodic risk meetings to identify emerging risks, and
• An assurance framework to monitor policy compliance.

No material control issues or assurance findings were identified during the year.

The Audit & Risk Committee oversees the external audit process and auditor independence. During the year, the audit was put out to tender to five firms. Following a competitive process, the Committee recommended the reappointment of BDO as Group auditor, reflecting its experience, audit quality and understanding of the business. The Audit & Risk Committee were satisfied with BDO’s representations that they are independent and this is further supported by the fact that we do not engage our auditors to provide non-audit services, and we are satisfied that the partner rotation rules have been adhered to. The Board considers that a separate internal audit function is not currently required given the size and structure of the
Group but continues to review this.

The Board recognises that climate-related risks and opportunities form part of the Group’s broader ESG agenda and risk management framework. Climate-related considerations are identified, assessed and monitored through the Group’s established risk management processes as noted above. The Board considers the potential impact of climate-related matters on the Group’s strategy, operations and stakeholders and is satisfied that these considerations are appropriately integrated into its wider approach to risk
management and governance. Further details of the Group’s climate-related priorities, environmental performance and ESG initiatives are set out in the ESG Report on pages 27-31. Further details on principal risks and mitigation strategies are provided on pages 32-34.

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

The Board regularly assesses its composition against the evolving needs of the Group’s strategy and is committed to maintaining an appropriate mix of experience, skills, capabilities and diversity characteristics. Further details of the board’s experience can be found on pages 35-36.

The Board includes two independent Non-Executive Directors: Heather Lauder and Jill Jones.

While the number of independent Non-Executive Directors does not represent at least half of the Board, as required by the QCA code, the Board considers that it benefits from strong independent oversight and challenge.

The Board is supported by:
• The Audit & Risk Committee, and
• The Remuneration & Nominations Committee.

During the year:
• The Audit & Risk Committee met three times and all members were in attendance, and
• The Remuneration & Nominations Committee met three times, and all members attended.

All Directors are subject to annual re-election at the AGM. Following the appointment of Shrutisha Morris as Chief Executive Officer on 01 April 2025, James Dow, her predecessor and one of the founders of Dow Schofield Watts remained on the board as Executive Director to continue to provide support and guidance to the executive team.

During the year, James Dow then transitioned from Executive Director to Non-Executive Director (effective
1 October 2025), further strengthening Board governance and oversight whilst retaining extensive knowledge of the business within the board.

There are currently no restrictions on Executive or Non Executive Directors accepting external appointments; however, all proposed appointments are reviewed on a case-by-case basis and reported to the Board to ensure that no actual or perceived conflicts of interest arise and that Directors can continue to devote sufficient time and commitment to their responsibilities to the Company.

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

The Chair is responsible for Board leadership and governance effectiveness. The Board retains responsibility for strategy and oversight, whilst Executive Directors manage day-to-day operations. Non-Executive Directors provide independent challenge and support.

The Board operates with:
• Clearly defined matters reserved for decision,
• Formal committee structures, and
• Access to external advisers.

Directors receive ongoing training and briefing to ensure their skills and knowledge remain up to date. In the year ended 31 March 2026, the board appointed a third-party to provide cyber security training to the board to ensure that the board members remain up to date on the latest developments and aware of their responsibilities as board members.

Furthermore, the Board appointed an external cyber security specialist to conduct an independent review of the Group’s IT security environment to identify opportunities to further strengthen controls, systems and processes and enhance the protection of the Group’s information assets, client data, business operations and overall cyber resilience.

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

The Board regularly evaluates its effectiveness, as well as that of its committees and individual Directors.

During the year:
• The Board conducted an internal evaluation, and
• An external Board effectiveness review was undertaken by Barnett Waddingham.

The external review involved observing our board and committee meetings, and interviewing all board members individually to gather their reflections on the Board’s Effectiveness. The review concluded that the Board demonstrates a strong commitment to its purpose and long-term value creation, with active strategic oversight.

The review also identified areas for enhancement, including:
• Refining the structure, format and frequency of Board meetings,
• Enhancing alignment between Board activity and the Group’s strategic priorities, and
• Reassessing the terms of reference of the Board and its committees.

Actions arising from the review have been implemented during the year to strengthen governance and support future growth. Our policy is to conduct an external review of the board’s effectiveness every three years and therefore our next review will be completed in 2028. The Remuneration & Nominations Committee continues to oversee succession planning. It should be noted that due to the relative size and complexity of the business, we do not currently have a formal board rotation policy in place.

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

The Remuneration & Nominations Committee determines remuneration policy and reviews the performance of Executive Directors.

The remuneration framework is designed to:
• align management with shareholder interests,
• support long-term value creation, and
• attract and retain high-calibre individuals.

Remuneration packages are structured to ensure that key personnel are incentivised in a manner that supports the delivery of the Group’s long-term growth objectives. This alignment reinforces a performance-driven culture that underpins the Group’s strategic goals and supports sustainable success. Further details are set out on pages 42-44.

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

This report, together with the Company’s responses to the principles of the QCA Corporate Governance Code, provides stakeholders with a clear view of how DSW Capital is governed
and how it is progressing against its strategic objectives. The report of the Remuneration & Nominations Committee is set out at pages 42-44 of this report, and the report of the
Audit and Risk Committee is set out at pages 40-41.

The Group’s Annual Report and Accounts, along with its Half-Year Report, serve as key communication tools for informing stakeholders about governance practices, financial performance, and strategic developments. The Board also views the Annual General Meeting (AGM) as an important opportunity to engage directly with shareholders – providing updates, answering questions, and receiving feedback on the Group’s performance and direction.

In addition, the Company’s website is regularly updated with relevant information on the Group’s activities, financial results, governance disclosures, and strategic progress. Shareholders and other stakeholders can access this information, along with Company’s annual report and accounts, investor presentations and notice of general meetings on the Company’s website www.dswcapital.com.

(last updated 17/08/2026)