7 October 2026

Dillistone Group Plc

("Dillistone", the "Company" or the "Group")

Update on Change of Strategy and Notice of General Meeting

Dillistone Group Plc (AIM: DSG) announces that, further to its announcement of 25 September 2026 regarding changes to the board and strategy and further discussed in the Company’s Interim Results announced on 30 September 2026, the Company is posting today a circular to shareholders with further information on the change of strategy and convening the General Meeting. The General Meeting will be held at 11.00 a.m. at the offices of Howard Kennedy LLP, No. 1 London Bridge, London SE1 9BG, on 26 October 2026. The circular will also be available on the Company’s Website at www.dillistonegroup.com.

The circular also includes information on the loan conversion announced on 1 October 2026, a move to electronic communications with shareholders and a new Share Option Scheme.

Proposed change in primary business strategy

Whilst the Group will continue to operate its existing software businesses through Ikiru People, the Board has concluded that organic growth in a single sector is unlikely on its own to deliver the scale required to maximise long-term Shareholder value, or to allow the Company to derive proper benefit from its AIM quotation. The Directors believe that the Company’s position as a quoted company, its access to capital and the experience of its Board make it a credible acquirer of smaller private businesses, and that a disciplined acquisition programme conducted over a number of years is the most effective route to building Shareholder value; restricting that programme to the sector in which its existing software businesses operate would materially limit the number of suitable opportunities available to it. The Board is therefore proposing to broaden the Group’s acquisition strategy to include companies outside the software sector that are particularly well suited to a decentralised serial-acquisition model.

Under the New Strategy, the Company aims to become a serial acquirer and long-term owner of businesses that are cash generative and profitable, acquiring all of, or majority stakes in, businesses, with no intention of becoming an “Investing Company” as defined in the AIM Rules. The target companies will typically have some or all of the following characteristics:

• operate with a high degree of autonomy;

• have a clear competitive advantage with durable cashflows;

• have low capex intensity and strong cash conversion;

• have a significant proportion of recurring or re-occurring revenue;

• be available at reasonable valuations; and

• are likely to be owned by founders seeking succession on retirement, or by owners seeking new long-term ownership to support the next stage of their growth.

Operating a decentralised model will allow management teams to continue driving performance within their own businesses, while benefiting from the Group’s financial resources, governance framework and strategic oversight, minimising integration risk and preserving the intrinsic value of each acquired business. This will also remain the Group’s approach to its existing software businesses operated through Ikiru People, which the New Strategy does not involve disposing of or withdrawing from.

Central to the New Strategy will be a disciplined approach to capital allocation: the Group intends to reinvest the cash flows generated by both its existing operations and acquired businesses into further acquisitions, creating a compounding effect over time, prioritising established, profitable business-to-business companies with strong cash conversion and resilient earnings. The geographic focus for acquisitions will principally be in the UK with selective opportunities in Europe also being considered.

The Board anticipates that the principal determinants of suitable acquisitions will be the financial and other characteristics outlined above, rather than the industry or sector in which they operate.  A broad range of industries and sectors will be considered and it is anticipated that acquisitions are most likely to be in: support services, providing either non-discretionary or recurring services; light manufacturing with regular repeat custom and modest plant and equipment assets; or value-adding suppliers of specialist components to strategic, high-margin market sectors.

The Company will not acquire businesses in the mining, oil and gas (explorers or producers), property or crypto-asset sectors or businesses which require turnaround, which are loss-making, or which in the Directors’ view would require significant management time or capital from the Company in order to stabilise them.

Consideration for acquisitions is expected to be satisfied in cash or in new Ordinary Shares, by way of immediate, deferred or contingent consideration, or a combination of these. To finance these acquisitions the Board will consider using existing cash flows, debt, new equity or a combination of these.

Admission and total voting rights

In relation to the loan conversion announced on 1 October 2026, application will be made for the Conversion Shares to be admitted to trading on AIM ("Admission"). Subject to the passing of Resolutions 2, 5 and 6, Admission is expected to take place, and dealings to commence, at 8.00 a.m. on 27 October 2026. The Conversion Shares will rank pari passu in all respects with the existing Ordinary Shares.

Following Admission, the Company's issued share capital will comprise 41,094,801 Ordinary Shares, each carrying one vote, with none held in treasury. This figure may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information

Notes to Editors

Dillistone Group Plc is a leader in the supply and support of software and services to the recruitment industry. Dillistone operates through the Ikiru People (www.IkiruPeople.com) brand.

The Group develops, markets and supports the Talentis, FileFinder, Infinity, Mid-Office, ISV and GatedTalent products.

Dillistone was admitted to AIM, a market operated by the London Stock Exchange plc, in June 2006.

Learn about our products:

•          Talentis Software: https://www.talentis.global/recruitment-software/

•          Voyager Software: https://www.voyagersoftware.com

•          Online Timesheets: https://www.voyagersoftware.com/online-timesheets/