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REG - QinetiQ Group plc - Results for the year ended 31 March 2023

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RNS Number : 5828A  QinetiQ Group plc  25 May 2023

Preliminary Results

25 May 2023

Serving the national security interests of our customers

Results for the year ended 31 March 2023

 

                                     Statutory results                   Underlying* results
                                     FY23              FY22              FY23              FY22
 Revenue                             £1,580.7m         £1,320.4m         £1,580.7m         £1,320.4m
 Operating profit(2)                 £172.8m           £123.7m(1)        £178.9m           £137.4m
 Profit after tax                    £154.4m           £90.0m            £152.9m           £118.1m
 Earnings per share                  26.8p             15.7p             26.5p             20.6p
 Full year dividend per share        7.7p              7.3p              7.7p              7.3p

 Funded order backlog                                                    £3,070.3m         £2,828.8m
 Orders                                                                  £1,724.1m         £1,226.6m

 Net cash inflow from operations     £240.6m           £215.1m(1)        £270.1m           £220.7m(1)
 Net (debt)/cash                     £(206.9)m         £225.1m           £(206.9)m         £225.1m

 Excellent operational performance across the Group
 -                 Orders up 41%, a record-high of £1.7bn, growing our backlog to £3.1bn
 -                 Revenue is up 20% and profit is up 30%; up 11% and 12% respectively on an
                   organic basis, excluding the impact of the write-down in FY22
 -                 Cash performance remains strong with 106% conversion
 -                 Statutory operating profit of £172.8m, an increase of 40%
 -                 Returns are healthy with underlying EPS up to 26.5p and the full year dividend
                   up 5% to 7.7p

 The defence & security context is heightening market demand for our
 distinctive offerings
 -                 We now see an addressable market of more than £30bn per year
 -                 We have delivered a step-change in our global growth platform with two
                   strategic acquisitions in the US and Australia, both are performing well and
                   the integrations are on-track

 FY24 expectations unchanged, upgraded long-term guidance
 -                 We are targeting high single digit organic revenue growth at 11-12% margin
 -                 We have increased the scale of our ambition to grow the company to approx.
                   £3bn revenue by FY27, including further strategic acquisitions
 -                 This upgraded guidance will approximately double our revenue and profit over
                   the next 4 years, a 20% improvement to our previous guidance

 

* Definitions of the Group's 'Alternative Performance Measures' can be found
in the glossary

(1) Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20 to
the financial statements for details.

(2) Underlying operating profit refers to operating profit from segments. See
note 2 for details.

 

Steve Wadey, Group Chief Executive Officer said:

"We have delivered an excellent set of results characterised by a record order
intake and strong operational performance across the Group. The integration of
the two strategically significant acquisitions of Avantus and Air Affairs
gives us a compelling global platform from which to grow.

 

"We are operating in an uncertain world and the heightened threat environment
is increasing demand for our distinctive offerings, which are closely aligned
to our customers' priorities.  We are now seeing an increased addressable
market presenting opportunities for further growth and enhanced shareholder
returns.

 

"As a result we have accelerated our global ambition to build an integrated
global company with c.£3bn revenue by FY27. We move forward into FY24 with
optimism due to our track-record of performance and confidence in our
strategy. We are proud of the critical role we play serving the national
security interests of our customers."

 

Preliminary results presentation:

Management will host a presentation at 09:30 hours BST on 25 May 2023 at
Numis' auditorium, 45 Gresham Street, London EC2V 7BF. The presentation will
also be shared as a live webcast. To register to join this event, please see
details on our website here:

https://www.qinetiq.com/en/investors/results-reports-and-presentations/full-year-results-webcast-2023
(https://www.qinetiq.com/en/investors/results-reports-and-presentations/full-year-results-webcast-2023)

You are warmly invited to join, either in person or virtually.

 

About QinetiQ:

QinetiQ is an integrated global defence and security company focused on
mission-led innovation. QinetiQ employs more than 8,000 highly-skilled people,
committed to creating new ways of protecting what matters most; testing
technologies, systems, and processes to make sure they meet operational needs;
and enabling customers to deploy new and enhanced capabilities with the
assurance they will deliver the performance required.

 

Visit our website www.QinetiQ.com. Follow us on LinkedIn and Twitter @QinetiQ.

 

For further information please contact:

 John Haworth, Group Director Investor Relations:                 +44 (0) 7920 545841
 Lindsay Walls, Group Director Communications (Media enquiries):  +44 (0) 7793 427582

 

Basis of preparation:

Throughout this document, certain measures are used to describe the Group's
financial performance which are not recognised under IFRS or other generally
accepted accounting principles (GAAP). The Group's Directors and management
assess financial performance based on underlying measures of performance,
which are adjusted to exclude certain 'specific adjusting items'. In the
judgment of the Directors, the use of alternative performance measures (APMs)
such as underlying operating profit and underlying earnings per share are more
representative of ongoing trading, facilitate meaningful year-to-year
comparison and, therefore, allow the reader to obtain a fuller understanding
of the financial information. The adjusted measures used by QinetiQ may differ
from adjusted measures used by other companies. Details of QinetiQ's APMs are
set out in the glossary to the document.

 

Year references (FY23, FY22, FY21, 2023, 2022, 2021) refer to the year ended
31 March.

 

Disclaimer

This document contains certain forward-looking statements relating to the
business, strategy, financial performance and results of the Company and/or
the industry in which it operates. Actual results, levels of activity,
performance, achievements and events are most likely to vary materially from
those implied by the forward-looking statements. The forward-looking
statements concern future circumstances and results and other statements that
are not historical facts, sometimes identified by the words 'believes','
expects', 'predicts', 'intends', 'projects', 'plans', 'estimates', 'aims',
'foresees', 'anticipates', 'targets', 'goals', 'due', 'could', 'may',
'should', 'potential', 'likely' and similar expressions, although these words
are not the exclusive means of doing so. These forward-looking statements
include, without limitation, statements regarding the Company's future
financial position, income growth, impairment charges, business strategy,
projected levels of growth in the relevant markets, projected costs, estimates
of capital expenditures, and plans and objectives for future operations.
Forward-looking statements contained in this announcement regarding past
trends or activities should not be taken as a representation that such trends
or activities will continue in the future. Nothing in this document should be
regarded as a profit forecast.

The forward-looking statements, including assumptions, opinions and views of
the Company or cited from third party sources, contained in this announcement
are solely opinions and forecasts which are uncertain and subject to risks.
Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that these
expectations will prove to be correct. Actual results may differ materially
from those expressed or implied by these forward-looking statements. A number
of factors could cause actual events to differ significantly and these are set
out in the principal risks and uncertainties section of this
document.

Most of these factors are difficult to predict accurately and are generally
beyond the control of the Company. Any forward-looking statements made by, or
on behalf of, the Company speak only as of the date they are made. Save as
required by law, the Company will not publicly release the results of any
revisions to any forward-looking statements in this document that may occur
due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.

 

Group Chief Executive Officer's Review

 

We delivered excellent operational performance throughout the year, reflecting
continued disciplined execution of our strategy. We grew orders by 41% at a
record-high of more than £1.7bn, demonstrating the continued high demand for
our distinctive offerings. We achieved 20% revenue growth, 11% on an organic
constant currency basis excluding the impact of the write-down in the prior
year, with underlying operating profit margin at 11.3%. In addition to the
robust orders, revenue and profit performance, cash flow management continues
to remain strong with 106% underlying cash conversion. We have successfully
reduced leverage to 0.8x net debt to EBITDA, a year ahead of our original
guidance.

 

EMEA Services continues to perform well, delivering 10% organic revenue growth
and margins of 11.6%, with ongoing investment in our people supporting
long-term growth. Global Products performance has been strong with revenue
growth of 20% organically and profit margin of 10.4%. In particular our US
business has performed well, with high order intake of $280m and impressive
revenue growth of 25%, prior to the benefit of the Avantus acquisition. We
have won a number of key contracts in the US that will support the delivery of
our ambitious growth targets. The performance throughout the year in the US
demonstrates greater stability and resilience, providing a strong platform for
continued growth.

 

We completed three M&A transactions in late-2022, the disposal of QinetiQ
Space NV in Belgium, the acquisition of Air Affairs in Australia, and of most
strategic significance the acquisition of Avantus in the US. These
transactions demonstrate the disciplined execution of our strategy and focused
deployment of capital to drive long-term growth, building one integrated
global defence and security company operating in our three home countries with
six distinctive offerings.

 

Today we are announcing an increase in our global ambition for the company. We
are targeting high single digit organic revenue growth at stable 11-12%
margins, supplemented by strategically aligned acquisitions to build a
business with revenues of c.£3bn by FY27. As we pursue our strategy the
geographic mix of the company will change. Whilst the UK will scale by 50%, we
will more than double the scale of our businesses in Australia and the US.
This evolving mix across our home countries will result in delivering higher
revenue growth at 11-12% margins, representing upper quartile performance. The
result of this upgrade in our long-term guidance will deliver an increase of
approximately 20% profit by FY27, compared to our previous guidance.

 

Strategic achievements

 

We have continued to make good progress implementing our strategy. Our major
strategic achievements as we are building an integrated global defence and
security company are:

 

 -  Partnering to deliver experimentation, test and evaluation for the Royal
    Navy's fleet - We renewed our Maritime Strategic Capability Agreement (MSCA)
    with the Submarine Delivery Agency. The 10 year, £260m contract, will deliver
    critical capabilities in Hydromechanics, Stealth and Signatures, Structures
    and Maritime Life Support that assure the UK's ability to design, build and
    safely operate the Royal Navy's surface and subsurface fleet, including the
    UK's Continuous at Sea Deterrent. This significant 10 year commitment from the
    MoD, which includes an option for an additional 5 years, is a testament to the
    value that QinetiQ has delivered since 2008 when the original 15 year contract
    was secured.
 -  Transforming Mission Data for the UK MOD - The UK MOD has signed an £80m, 10
    year industry partnership, with QinetiQ-led Team Pegasus enhancing the UK's
    ability to provide its military platforms and systems with the data needed to
    keep them safe and effective. Team Pegasus will work in partnership with the
    MOD for a 10 year period on the transformation project, known as SOCIETAS,
    providing a specialist mission data and electronic warfare skills solution
    alongside training and IT support.
 -  Delivering Digital Night Vision Technology for US Army - We have been awarded
    a $93m single award four year contract to support the US Army with the
    development, testing, deployment and training of Digital Night Vision
    Technology (DNVT) to support military operations. DNVT will substantially
    enhance the user's situational awareness and decision-making abilities by
    fielding digital night vision capabilities coupled with component technology
    enhancements.
 -  Acquisition of Avantus extending into US intelligence customer - At the end of
    November 2022 we completed the acquisition of Avantus for an enterprise value
    of $590 million. Avantus is a leading provider of mission-focused cyber, data
    analytics and software development solutions to the US Department of Defense,
    Intelligence Community, Department of Homeland Security and other Federal
    civilian agencies.  Avantus has a strong track record of achieving
    speed-to-mission impact. Since completion, Avantus has continued to perform
    well, including two successful re-competes and selection for a new $80m
    multi-year contract with a national intelligence customer.
 -  Acquisition of Air Affairs expanding Australian threat representation - In
    December 2022 we completed the acquisition of Air Affairs (Australia) Pty Ltd
    for a cash consideration of A$53m. Air Affairs provides targets and training
    services, and electronic warfare capabilities to the Australian Defence Force,
    as well as aerial surveillance and reconnaissance in support of government
    firefighting efforts. The business positions QinetiQ as a market leader in air
    threat representation and aerial target services and further extends the scope
    of our capabilities.
 -  Developing new laser technology with Australian Armed Forces - We have
    partnered with the Australian Department of Defence to develop and manufacture
    a high energy defensive laser weapon system prototype. The contract involves
    leveraging QinetiQ's high-power laser technology and test and evaluation
    expertise from the UK in collaboration with DST's scientific innovation, to
    deliver enhanced sovereign capability to the Australian Defence Force.

 

The growing market opportunity

 

The global security situation continues to worsen and tensions remain high. In
Europe, Russia's invasion of Ukraine is reshaping their relationship with the
West, and the threat from China remains uncertain.  These dynamics are
driving defence and security policies, prioritisation of budgets and
modernisation of capabilities. Our major focus is on our three home countries
who have a shared defence and security mission under the trilateral
partnership known as AUKUS.

 

The US has requested the largest ever Research & Development and Test
& Evaluation, budget at $145bn, increasing 40% since 2020. The UK has
refreshed its Integrated Review and is investing £6.6bn in R&D and
experimentation over 4 years. And the Australian government has completed its
Defence Strategic Review and is increasing defence spending by 7% to $53bn.

 

Beyond the new nuclear submarine programme, all three countries are committed
to working together on a range of advanced capabilities and technologies,
critical to future warfare, such as advanced cyber and directed energy.
These areas align well with our strengths and provide attractive opportunities
over the long-term.

 

In response to this geo-political context, we see greater opportunity from the
widening threat spectrum  and our enhanced offerings. As a result, we have
increased our addressable market from £20bn to more than £30bn per year.
This increase is driven by RDT&E markets growing in each of our home
countries, adding intelligence and security markets for the first time, and
our offerings are increasingly aligned with high-priority customer needs,
enabling us to grow market share.

 

Building a £3bn defence and security company

 

QinetiQ is a purpose-driven company: protecting lives and securing the vital
interests of our customers. Our purpose drives our strategy: to build an
integrated global defence and security company, operating in attractive
markets with distinctive offerings, to deliver sustainable growth for our
shareholders.

 

Our strategy is increasingly relevant and provides focus for our business
decisions, our people and our investment choices. Our multi-domestic strategy
has a clear focus on building one integrated global defence and security
company, in three home countries, with six distinctive offerings:

 

 1.   Global leverage                                                          2.   Distinctive offerings                                                 3.   Disruptive innovation
 Build an integrated global defence and security company to leverage our       Co-create high-value differentiated solutions for our customers in         Invest in and apply disruptive business models, digitisation and advanced
 capability through single routes to market in UK, the US, Australia, Canada   experimentation, test, training, information, engineering and autonomous   technologies to enable our customers' operational mission at pace
 and Germany                                                                   systems

 

We have a clear business plan, guiding our strategic focus and investment
choices, to enhance our global platform for growth.

 

The integration of Avantus is ahead of plan and will complete before the end
of the year.  The business continues to perform well, delivering high quality
operational outcomes for our customers, and winning $100m of customer business
including 100% of re-competes. The leadership team is now fully integrated and
working together to pursue a number of revenue synergies by leveraging and
cross-selling our offerings to existing and new customers, for example our
sensor solutions for the US Army into the US Intelligence community. We've had
a strong start to the year and we remain excited about the opportunity we've
created, building a disruptive mid-tier defence and intelligence company, in
the largest defence and security market in the world.

 

Following the acquisitions of Avantus and Air Affairs, we will now achieve our
previous FY27 growth ambition and guidance organically. Given our significant
growth potential, we have chosen to increase the scale of our ambition. We are
upgrading our revenue target to deliver high single digit organic growth,
supplemented by further strategic acquisitions, to build the company to £3bn
revenue approximately doubling revenue and profit over the next four years.

 

As we pursue our strategy the geographic mix of the company will change.
Whilst the UK will scale by 50%, we will more than double the scale of our
businesses in Australia and the US.  This evolving mix across our home
countries will result in delivering higher revenue growth at 11-12% margins,
representing upper quartile performance. The result of this upgrade in our
long-term guidance will deliver an increase of approximately 20% profit by
FY27, compared to our previous guidance. We remain disciplined in the
execution of our strategy and have a robust plan to achieve this increased
ambition, which will accelerate sustainable profitable growth.

 

Creating an environment for our people to thrive is critical to our
performance and growth. We have increased employee engagement to a new high
and invested in our response to ongoing cost of living pressures to retain,
attract and reward the best talent across the whole company. We have also
continued to strengthen our leadership with over 35% of our Top 100 leaders
being American or Australian. We have a leadership team with the diversity,
skills and experience to deliver the scale of our AUKUS growth ambition.

 

In response to today's threat environment, our people are delivering for our
customers with increasing agility and pace. They are focused on co-creating
innovative solutions that are directly aligned with the priorities of the
AUKUS customers in advanced technologies, such as sensing, autonomy and
directed energy. To maintain our relevance at the forefront of innovation, we
continue to invest in our ongoing Internal Research and Development programme
of c.£20m per year.

 

Our people are also passionate about protecting the environment and delivering
sustainable solutions for our customers. This year we have continued to make
progress on our net zero plan and reduced our Scope 1 & 2 emissions by a
further 12%. To accelerate progress, our top 1,000 managers have 17.5% of
their incentives aligned to delivery of our ESG commitments. This is just one
example of why we have been rated as a top ESG company in our industry by
Sustainalytics.

 

Outlook: FY24 expectations unchanged(1)

 

We enter FY24 with confidence, a healthy order-book and positive momentum with
61% revenue under contract. Consistent with our upgraded long-term guidance,
we expect to deliver high single digit revenue growth compared to the FY23
pro-forma revenue (full year effect of FY23 M&A activity); this equates to
high teens total revenue growth versus the FY23 reported revenue. Operating
profit margin will be at the lower end of the 11-12% range. Capital
expenditure is expected to remain within the £90m to £120m range.

 

(1) Analyst expectations (average) for FY24 operating profit as at 23/05/23:
£206m

 

Outlook: Longer-term upgraded guidance

 

We are targeting high single-digit organic revenue growth, supplemented by
strategically aligned acquisitions to build a circa £3bn company by FY27.

 

This increased level of growth will be delivered at stable margins of 11-12%,
reflecting the evolving geographic mix of the global company. Cash conversion
will remain strong at over 90%, supporting our ability to deploy capital
effectively to achieve our long-term growth ambition and deliver a return on
capital employed at the upper end of the 15-20% range.

 

Trading Environment

 

Global context

 

We are operating in an environment where there is an increasing threat of
wider global conflict.  This follows Russia's full-scale invasion of Ukraine;
the threat posed by China's growing military power coupled with its push to
change global norms and potentially threaten its neighbours; the rise of
extremism in Africa; and ongoing tensions and conflict in the Middle East.

 

In parallel, rapidly emerging and evolving technologies continue to disrupt
traditional business and society with both positive and negative outcomes as
well as creating unprecedented vulnerabilities.

 

Strategic response

 

To meet these increasing challenges, the UK, US and Australia have reviewed
their strategic defence and security capabilities and investment priorities as
well as their allied activities.

 

UK

 

The 2023 Integrated Review Refresh (IRR) recognised the urgent and immediate
pressures brought about by the deteriorating security situation. In the Spring
2023 budget statement, the government announced that the UK defence budget
would be increased by £11bn over the next five years in response to these
growing threats. The IRR emphasised that strategic advantage in science and
technology is a core national priority. As announced in 2021, the UK MOD is
also investing over £6.6bn in research and development to develop
next-generation and emerging technologies in areas such as cyber, space,
directed-energy weapons, and advanced high-speed missiles.

 

As the UK seeks to develop and deploy next-generation capabilities faster than
their adversaries, we are well-positioned to support them in applying
mission-led innovation to achieve this. Our unrivalled expertise in Research
& Development and Test & Evaluation combined with our recent
investment to modernise UK test ranges will help our customers generate and
assure new and emerging technologies at pace. Delivering value for money
remains critical to our customers and we will continue to utilise innovative
delivery models to support our customers in achieving this.

 

US

 

The 2022 National Defense Strategy and National Security Strategy recognised
an intensifying competitive landscape and the urgent need to sustain and
strengthen deterrence, with China as its pacing challenge. The 2024 Department
of Defense Budget Request builds on the principles of National Security
Strategy and has grown by nearly $100bn (13%) to $842bn since 2022. As part of
this, the FY24 research development test and evaluation budget request is the
largest ever at $145bn. This represents an increase of $26bn (22%) since FY22.

 

Investment in critical technology areas aimed at strengthening technological
advantage include: directed energy, hypersonics and integrated sensing and
cyber.

 

In the US, we are a market leader in robotics, autonomy and advanced sensing
solutions, an area of budget growth, delivering value to our customers through
the rapid development and deployment of disruptive solutions. With the
acquisition of Avantus we are also a leading cyber, data analytics and
software development provider. There is a growing need to provide actionable
intelligence into war-fighters' hands quicker, and a push to develop and
integrate multiple autonomous and semi-autonomous systems as the US seeks to
invest in next-generation technologies to maintain a technological advantage.

 

Australia

 

The 2023 Defence Strategic Review addresses the prospect of major conflict in
the Indo-Pacific that directly threatens Australia's national interest. It
frames the priority of investment in Defence capability and posture to meet
Australia's security challenges through to 2032-33. In the 2023 Budget,
Defence spending will increase by 7% to AUD$52.6bn in 2023-24.

 

The Australian government reinforced its commitment to delivering on the
recommendations of the Defence Strategic Review, with plans to commence the
work to deliver Australia's nuclear-powered submarine program. Defence
spending as a proportion of GDP will lift above its current trajectory to be
0.2 per cent higher by 2032-33. As part of this, the Government announced it
would invest more than $19bn to implement the immediate priorities identified
in response to the Defence Strategic Review, namely:

 

   •    $9bn for the nuclear-powered submarine programme through AUKUS;
   •    $4.1bn for long-range strike capabilities;
   •    $3.8bn for northern base infrastructure and;
   •    $900m on defence innovation, to establish the Advanced Strategic Capabilities
        Accelerator and through AUKUS Pillar 2.

 

We see many opportunities to support the Australian forces in modernising
sovereign defence capabilities, leveraging expertise from across QinetiQ.

 

The significance of the AUKUS Alliance

 

In September 2021, leaders of Australia, the United Kingdom, and the United
States announced the creation of an enhanced trilateral security partnership
called "AUKUS". AUKUS is intended to strengthen the ability of each government
to support security and defence interests, building on longstanding and
ongoing bilateral ties. It will promote deeper information sharing and
technology sharing; and foster deeper integration of security and
defence-related science, technology, industrial bases and supply chains.

 

The first initiative under AUKUS is a commitment to support Australia in
acquiring nuclear-powered submarines for the Royal Australian Navy. The second
initiative centres on enhancing joint capabilities and interoperability,
focusing on cyber and electronic warfare capabilities, artificial
intelligence, quantum technologies, additional undersea capabilities, as well
as hypersonic and counter-hypersonic capabilities.

 

With these collaboration activities involving technology development, trials
and experimentation, we anticipate increasing demand for support across each
of our three 'home' nations.

 

Broader international markets

 

The strategic landscape has undergone a seismic shift following Russia's
invasion of Ukraine in February 2022. This has provoked NATO to increase its
defence capabilities and readiness to respond, adding to the pressure for the
NATO member countries to increase their defence spending of at least 2% of
GDP. Following the announcement of Germany to increase defence spending by
€100bn over the next five years, many other NATO and European countries are
also increasing their defence and security investment.

 

While priority and investment focus will be attached to the prosecution of our
three home country strategies (UK, US and Australia), we will continue to
conduct business in the support of allies in 5-Eyes, NATO and Continental
Europe.

 

Group Chief Financial Officer's Review

 

Overview of full year results

 

The Group has delivered excellent growth and underlying performance across all
metrics, reflecting continued disciplined execution of our strategy. We have
deployed our balance sheet to acquire Avantus and Air Affairs in the year,
expanding our capabilities in the US and Australia. Strong cash generation,
driven by disciplined working capital management, with underlying cash
conversion of 106% (FY22 restated: 113%), has successfully reduced leverage to
0.8x net debt to EBITDA, well ahead of our original guidance. The acquisitions
are performing as expected with integration on-track. The Global Products
segment has performed particularly well during FY23, driven by strong US
performance. The full year dividend is up 5% at 7.7p per share.

 

Record orders in the year, totalling £1,724.1m (FY22: £1,226.6m), a
year-on-year 41% increase, 37% on an organic basis excluding the impact of the
write-down in prior year; this demonstrates the continued high demand for our
six distinctive offerings. This has been driven by multi-year framework
contracts including a £260m, 10-year extension of the Maritime Strategic
Capability Arrangement (MSCA) contract to deliver critical sovereign
capabilities to the UK MoD, £404m of Engineering Delivery Partner (EDP)
framework orders and £80m for SOCIETAS within EMEA Services, and in Global
Products a $93m award for the Digital Night Vision Technology (DNVT) over
4-years.

 

We continue to see positive trends in our order book progression:

   •    Backlog: The Long-term Partnering Agreement (LTPA) is a large multi-year
        contract that was booked in prior years - as we deliver non-tasking revenue
        (c.£225m per annum) this will naturally reduce the LTPA order backlog.
        Outside of the LTPA, with our high orders in FY23 and the addition of Avantus,
        our backlog has seen significant growth: total order backlog as at 31 March
        2023 was £3.1bn (FY22: £2.8bn).
   •    Opportunity size: As part of our previously stated strategy, we are also
        seeing success in winning and delivering on larger longer-term contracts, with
        47% of our FY23 orders from contracts over £5m in size, up from 28% three
        years ago.

 

At the beginning of FY24 approximately £1.1bn of the Group's FY24 revenue was
under contract, compared to £900m (of the FY23 revenue) at the same point
last year. This notable increase reflects the strong performance on our key
framework contracts in EMEA Services and the good FY23 order intake in the US.

 

We delivered strong revenue growth of 20% to £1,580.7m (FY22: £1,320.4m),
11% on an organic basis excluding the impact of the write-down in prior year,
with operating profit margins within our guidance range at 11.3%,
demonstrating increasing demand for our six distinctive offerings. We saw a
10% organic revenue increase in EMEA Services primarily due to a 37%
year-on-year growth in EDP delivery and work delivered under the Major Service
Provider (MSP) contract in Australia. Global Products revenue increased 15%
organically excluding the write-down in the prior year, due to the strong
performance in the US business with the full rate CRS-I production contract
now underway following delays due to COVID-related delivery and supply chain
issues during the previous year. Our Targets business also delivered good
growth.

 

Operating profit from segments of £178.9m (FY22: £137.4m) was up 30%, this
represents 11.3% operating margin (FY22: 10.4%), consistent with our guidance
range of 11-12% demonstrating sustainable revenue growth at stable margins.
Global Products was the largest contributor to year-on-year growth, with this
segment at double-digit margins, 10.4% (FY22: 0.7%). The increase has been
driven by strong performance across the US business and the prior year being
impacted by the write-down.  EMEA Services saw a modest decrease in operating
margin to 11.6% (FY22: 12.8%), driven by our investment in our people,
capabilities and tools.

 

Following a routine Financial Reporting Council (FRC) review of the
consolidated financial statements for the year ended 31 March 2022, the Group
engaged with the FRC which resulted in the decision to change its accounting
policy for Research and Development Expenditure Credits (RDEC). We welcomed
the FRC's review and have set out the impact of the change in accounting
policy in note 20.  As a result we are now reporting RDEC under IAS 20 within
underlying operating profit.

 

To ensure consistency and clarity on our headline profit figures, our headline
profit figure remains as Operating profit from segments and we have determined
that any benefit arising from the RDEC change should not be attributed to
segmental performance. Statutory operating profit, as set out below, was
£172.8m (FY22 restated: £123.7m), including the impact of specific adjusting
items and RDEC income.

 

Underlying profit before tax increased 33% to £189.7m (FY22 restated:
£142.2m) in line with the increase in underlying operating profit, with
underlying net finance expense at £6.6m (FY22: £1.4m). Underlying net
finance expense increased due to the interest payable on the term loan drawn
down to fund the Avantus acquisition.

 

The acquisitions of Avantus and Air Affairs have together contributed £91.1m
revenue and £9.4m underlying operating profit in the year. Since completion
of the acquisitions, the businesses have continued to perform as expected and
integration is progressing on-track.

 

Specific adjusting items

 

In line with our previously approved policy, the total impact of specific
adjusting items (which are excluded from underlying performance due to their
distorting nature) on operating profit was a £23.5m cost (FY22: cost of
£19.9m). M&A activity during the year has contributed to the overall
level of specific adjusting items.

 

Acquisition and integration costs of £18.7m (FY22: £5.0m) comprise costs
associated with the Avantus and Air Affairs acquisitions which completed in
FY23.

 

Restructuring costs of £5.0m have been incurred as part of significant
Group-wide organisation redesign completed in FY23 to better align the
organisation structure with future growth ambitions of the Company. These
restructuring costs have been completed in year to enable our next step-change
in growth.

 

We continue to deliver on our digital investment programme to modernise the IT
infrastructure to support our future growth ambitions. The non-recurring costs
will be reported as specific adjusting items in the P&L, with ongoing
recurring operating costs (such as licence costs and overheads) remaining
within underlying operating costs. In FY23 the non-recurring cost of the
digital investment programme is £5.8m (FY22: £1.9m).

 

In FY23 specific adjusting items includes a £19.6m credit in respect of UK
MOD appropriation for RDEC. Following a determination by the Single Source
Regulations Office (SSRO) on the interpretation of the Statutory Guidance for
Allowable Costs regulations (SGAC), the accounting judgement is that RDEC on
single source contracts from 1 April 2019 onwards will no longer be paid on to
the UK MoD, which is a change from the accounting judgement at FY22 year end.
Therefore the release of the liability is reported as a specific adjusting
item through operating profit.

 

Also included within specific adjusting items are a gain of disposal of the
Space NV business in Belgium of £15.9m, a gain on the sale of property of
£2.0m (FY22: £0.7m), financing income from pensions of £9.9m (FY22: £4.5m)
and amortisation of acquisition intangibles of £15.6m (FY22: £10.7m), the
last of which has increased due to the amortisation of new intangible assets
recognised on the FY23 acquisitions (primarily the Customer Relationships
asset associated with Avantus).

 

Tax

 

The total tax charge was £37.6m (FY22: £35.9m restated). The underlying tax
charge was £36.8m (FY22: £24.1m restated), on a higher underlying profit
before tax, with an underlying effective tax rate (ETR) of 19.4% for the year
ended 31 March 2023 (FY22: 16.9% restated). The underlying effective tax rate
is above the UK statutory rate primarily as a result of higher tax rates in
overseas jurisdictions.

The total specific adjusting items tax charge was £0.8m (FY22 charge:
£11.8m).  The tax charge arises on the UK statutory rate change to 25% from
1 April 2023 (£4.6m) and a taxable Research and Development Allowances
clawback (£1.2m), offset by non-taxable profit on sale of Space NV (£3.0m)
and overseas rate differences (£2.5m).

 

In the Spring Budget 2021, the UK Government announced that from 1 April 2023
the corporation tax rate will increase from 19% to 25%. The 25% rate has been
substantively enacted at the balance sheet date. An adjustment was made in
FY22 and a further £4.6m adjustment has been made in FY23 to reflect that the
revised UK deferred tax balances that are expected to unwind at the new rate
of 25%.

 

The effective tax rate is expected to remain above the UK statutory rate,
subject to the impact of any tax legislation changes and the geographic mix of
profits. The OECD has released model rules for Pillar II of the Base Erosion
and Profit Shifting regulations covering application of a Global Minimum Tax.
The Group is monitoring progress of these rules and will engage with advisers
to assess any potential future impact on the tax charge.

 

RDEC was previously included as a tax benefit and included in the tax line,
reducing the ETR. Due to the change in treatment of RDEC, this has moved it
out of the tax line and into underlying operating profit, therefore the
headline tax rate has increased compared to prior year reporting periods. As
explained above, to be consistent with prior reporting and guidance the RDEC
benefit is not included in our headline reported operating profit from
segments, but is included in reported underlying operating profit. The table
below illustrates the impact of the accounting change on the tax rate:

 

                                           FY23   FY22

                                           £m     £m
 Underlying operating profit               196.3  143.6
 Underlying tax charge                     36.8   24.1
 Underlying tax rate                       19.4%  16.9%

 Illustrative effective tax rate, with impact of RDEC income included in the
 tax charge
 Operating profit from segments            178.9  137.4
 Tax charge including RDEC income          19.4   17.9
 Effective tax rate including RDEC income  11.3%  13.2%

 

For comparison and modelling purposes, if using operating profit from segments
the equivalent tax rate is 11.3% (not the headline 19.4% ETR). With the
increase in UK statutory rate, this 11.3% baseline ETR is expected to increase
to c.19% in FY24.

 

Capital allocation policy

 

Working capital management and overall cash performance has remained
consistently strong. Underlying net cash flow from operations was £270.1m
(FY22 restated: £220.7m). Our cash conversion definition reflects our
pre-capital expenditure cash flows as a proportion of EBITDA in order to
demonstrate how we convert our profit (excluding interest, tax, depreciation
and amortisation) into cash flow - under this definition we achieved
underlying cash conversion of 106%, (FY22 restated: 113%).

 

As at 31 March 2023 the Group had £206.9m net debt (FY22: £225.1m net cash),
a transition into debt and a more efficient balance sheet position, due to the
strategic acquisitions completed in the year and higher capital expenditure to
support the Group strategic growth ambitions. We have successfully reduced
leverage to 0.8x, within 4 months of the completion of the Avantus and Air
Affairs acquisitions, ahead of our original guidance by 12 months.

 

Through FY23 we have demonstrated our capital allocation policy in action:

 

 1.  Organic and inorganic investment - increased capital expenditure to £109.0m
     (FY22: £84.3m), focused on contractual commitments (£44m into the LTPA),
     sustainment of the portfolio and investment to support future growth.
     Inorganic investment to acquire Avantus and Air Affairs.
 2.  The maintenance of balance sheet strength - continued discipline and cash
     generative nature of the business model, further reinforced by the strategic
     disposal of Space NV.
 3.  A progressive dividend policy with a proposed 5% year-on-year increase.
 4.  Return of excess cash to shareholders - we continue to review this element of
     the capital allocation policy in the best interests of all our stakeholders to
     support long-term sustainable growth.

 

The Group is not subject to any externally imposed capital requirements.

 

Committed facilities

 

The acquisition of Avantus was financed using a combination of cash and debt
from a multicurrency floating rate Term Loan placed with our relationship
banks, acquisition financing totalled £340m.  The Loan is split into two
Tranches: GBP Term Loan £273m (Tranche A); and, USD Term Loan £67m (Tranche
B), and has a 3-year term with two 1-year extension options.  Participating
banks have lent on a 2-tier basis - 3-banks at £67m and 4-banks at £35m.
In line with Group policy, £270m (c.80%) of the floating rate debt has been
fixed using SONIA interest rate swaps split over a 3-year and 5-year tenure at
a weighted average rate of 3.29%. Including all fees and charges, the weighted
average cost of debt is 5.21%.

 

The Group has a £275m bank revolving credit facility with an additional
'accordion' facility to increase the limit up to £400m. The facility which
will mature on 27 September 2025 was undrawn at 31 March 2023 and provides the
Group with significant scope to execute its strategic growth plans.

 

We highlight that the Group adopts a strict policy on managing counterparty
risk through a combination of diversification of investments and regular
reviews of counterparty limits using credit rating assessments. We are proud
that our debt sits with our key relationship banks who have strong credit
ratings and diverse portfolios demonstrating their resilience to the bank
turmoil.  The banks have been selected for their capabilities in our home
countries to support our business.

 

Return on Capital Employed (ROCE)

 

In order to help understand the overall return profile of the Group, we
continue to report our Return on Capital Employed, using the calculation of:
profit from segments less amortisation / (average capital employed less net
pension asset), where average capital employed is defined as shareholders'
equity plus net debt (or minus net cash).

 

For FY23 Group ROCE was 23% (FY22: 26%), modestly lower due to the increased
capital employed with the acquisitions completed in year. As we continue to
invest in our business to support sustainable long-term growth our ROCE is
forecast to remain attractive, at the upper end of the 15-20% range.

 

Earnings per share

 

Underlying basic earnings per share increased by 29% to 26.5p (FY22: 20.6p)
driven by the higher underlying profit after tax. Basic earnings per share for
the total Group (including specific adjusting items) increased 71% to 26.8p
(FY22: 15.7p).

 

The average number of shares in issue during the year, as used in the basic
earnings per share calculations, was 575.9m (FY22: 573.2m) and there were
578.8m shares in issue at 31 March 2023 (all net of Treasury shares).

 

Dividend

 

The Board proposes a final FY23 dividend per share of 5.3p (FY22: 5.0p) making
the full year dividend 7.7p (FY22: 7.3p). The full year dividend represents an
increase of 5% in line with the Group's progressive dividend policy.

 

Subject to approval at the Annual General Meeting, the final FY23 dividend
will be paid on 24 August 2023 to shareholders on the register at 28 July
2023.

 

Pensions

 

The key driver for the decrease in the net pension asset since 31 March 2022
was the turmoil in financial markets following the Government's 'mini-budget'
in September 2022, particularly a sharp increase in gilt yields (and reduced
gilt prices) which significantly reduced the value of the Scheme's Liability
Driven Investments (LDIs) and related asset-backed securities. Together with
falls in other assets the reduction across the whole investment portfolio was
in excess of the reduction in Scheme liabilities (which have also fallen
substantially, due to an increase in the discount rate). As with previous
years, Aon have undertaken the IAS19 valuation.

 

During the current financial year, due to the increased volatility in gilt
yields and reflecting increased liquidity requirements for Schemes running LDI
portfolios, the hedges have been amended to cover approximately 65% of the
interest rate risk and 80% of the inflation rate risk as at 31 March 2023, as
measured on the Trustees' gilt-funded basis.

 

The key assumptions used in the IAS 19 valuation of the Scheme are set out in
note 16.

 

Net finance costs

 

Net finance income was £3.3m (FY22: £3.1m). The underlying net finance
expense was £6.6m (FY22: £1.4m), increased due to the interest payable on
the Avantus funding borrowings, with additional income of £9.9m (FY22:
£4.5m) in respect of the defined benefit pension net surplus reported within
specific adjusting items. The pension net finance income is calculated as a
percentage of the opening net asset. In FY23 the opening net asset (£362.2m)
was larger than the net asset at the start of FY22 (£214.3m) generating an
increase in the level of net finance income. Similarly, the decrease in the
net surplus within FY23 (closing at £119.8m) will lead to a decrease in the
pension net finance income in FY24.

 

Foreign exchange

 

The Group's income and expenditure is largely settled in the functional
currency of the relevant Group entity, mainly Sterling, US Dollar or
Australian Dollar. The Group has a policy to hedge all material transaction
exposure at the point of commitment to the underlying transaction. Uncommitted
future transactions are not routinely hedged. The Group does not hedge its
exposure to translation of the income statement.

 

The principal exchange rates affecting the Group were the Sterling to US
Dollar and Sterling to Australian Dollar exchange rates.

 

                   FY23  FY22
 £/US$ - opening   1.31  1.38
 £/US$ - average   1.21  1.36
 £/US$ - closing   1.24  1.31
 £/A$ - opening    1.75  1.81
 £/A$ - average    1.76  1.85
 £/A$ - closing    1.85  1.75

 

Foreign exchange translation has provided a modest tailwind to revenue and
operating profit in the year. Most significantly, the US Dollar has
strengthened with the average exchange rate to Sterling decreasing from 1.36
to 1.21. In FY23, 19% of our total Group revenue was generated in the US. As a
result of the strengthening US Dollar and other FX movements in year, revenue
increased by £31.9m and operating profit increased by £1.3m. Looking ahead
we expect US revenues to represent 25-30% of Group revenues in FY24, so for
every 1% move in the FX rate this would impact Group revenue by c.£5m and
Group profit by c.£0.5m.

 

Operating Review

 

EMEA Services

 

                              FY23     FY22
                              £m       £m
 Orders                       1,372.2  918.9
 Revenue                      1,179.3  1,059.2
 Underlying operating profit  137.1    135.6
 Underlying operating margin  11.6%    12.8%
 Book to bill ratio(*)        1.4x     1.1x
 Total funded order backlog   2,768.8  2,541.6

* B2B ratio is orders won divided by revenue recognised, excluding the LTPA
non-tasking services revenue of £225m (FY22: £222m)

 

Overview

 

EMEA (Europe, Middle East and Australasia) Services combines world-leading
expertise with unique facilities to provide capability generation and
assurance, underpinned by long-term contracts that provide good visibility of
revenue and cash flows.

 

Financial performance

 

Orders for the year increased by 49% to £1,372.2m (FY22: £918.9m), driven by
a £260m MSCA contract in the UK, for the delivery of critical sovereign
capabilities to the UK and continued growth in orders through the EDP
framework, totalling £404m orders in-year.

 

Revenue increased by 11% to £1,179.3m (FY22: £1,059.2m), and grew by 10% on
an organic basis, as a result of new work under the EDP framework and under
the Major Service Provider (MSP) contract in Australia.

 

At the beginning of FY24, we had £0.8bn of EMEA Services' FY24 revenue under
contract, compared to £0.7bn (of the FY23 revenue) at the same point last
year. This increase is driven by the 49% orders growth in the year.

 

Underlying operating profit grew by 1% to £137.1m (FY22: £135.6m). Operating
margin decreased to 11.6% reflecting the investment in our people in response
to the cost of living crisis.

 

Approximately 64% of EMEA Services revenue is derived from single source
contracts, including the LTPA (FY22: approximately 67%). By investing in our
core contracts and extending their duration the high proportion of single
source revenue contracted on a long-term basis provides visibility and reduces
our exposure to future changes in the baseline profit rate set annually by the
Single Source Regulations Office.

 

Sector commentary

 

UK Defence (58% of EMEA Services revenue)

 

The UK Defence Sector delivers mission critical solutions, innovating for our
Air, Maritime and Land customers' advantage. This Sector represents the
previously reported Air and Space, and Maritime and Land business units. Its
formation provides a sharper focus on our strategy of maximising growth
through our framework contracts, building new core offerings through our
global campaigns and exploring new growth opportunities. The new Sector
improves coherence of our distinctive offerings across our customer base, with
the embedding of enabling functions bringing greater cohesion to operational
strategy execution for business performance excellence.

 -  We secured a £260m contract with the Submarine Delivery Agency for a further
    ten years of the Maritime Strategic Capability Arrangement (MSCA), which also
    includes an option for an additional five years. The MSCA delivers critical
    sovereign capabilities that contribute to the assurance of the UK's ability to
    design, build and safely operate the Royal Navy's surface and subsurface
    fleet, including the UK's continuous at sea deterrent.
 -  We have also seen a high level of usage of LTPA capabilities over the last 12
    months supporting operational training needs and urgent capability
    requirements:
    -                                         We have completed our Air Range Modernisation investment programme, securing
                                              recognition by the Ministry of Defence (MoD) Sanctuary Awards for achievements
                                              in conservation and sustainability in relation to the renovation programme on
                                              St Kilda in the Outer Hebrides;
    -                                         Usage of LTPA capabilities by allies continues to increase and included the
                                              Atlantic Thunder 22 live-fire exercise. This involved the US Naval Forces
                                              Europe, US Air Forces Europe, the UK Royal Navy and UK Royal Air Force
                                              developing combined proficiency in tactics, targeting and live-firing against
                                              a surface target at sea;
    -                                         We continue to work in partnership with our customer to develop new approaches
                                              to test and evaluation increasing the adoption of modelling, synthetics and
                                              artificial intelligence (AI) techniques; and
    -                                         Investment to pilot the transition to Net-Zero site operations has been
                                              secured and is underway.
 -  The Engineering Delivery Partner (EDP) programme has now delivered over
    £1.3bn of orders since inception in October 2018, and our partnership
    continues to evolve in support of our customers' need to transform their
    approach to capability acquisition. Key achievements this year include:
    -                                         Securing the £32m contract to provide technical support to the UK MoD's
                                              Future Combat Air System (FCAS) Enterprise and the Defence Equipment &
                                              Support (DE&S) Catalyst delivery team, which is responsible for delivering
                                              the latest combat air capabilities to UK frontline commands;
    -                                         Increasing the EDP supplier network by c.25% and the volume of work delivered
                                              through them;
    -                                         Continuing to deliver over 97% of outputs on time and right first time;
    -                                         Embedding new services supporting the adoption of digital design technologies;
                                              and
    -                                         Starting to provide Net-Zero engineering services.
 -  Science and technology is a priority area where we continue to make progress
    primarily through contracting with Defence Science and Technology Laboratory
    (DSTL), but also through increasing international collaboration across the
    Group which provides a great platform to support the priorities of AUKUS:
    -                                         Delivering the UK's first high-powered, long-range laser-directed energy
                                              weapon (LDEW) trial at DSTL Porton Down in partnership with Leonardo and MBDA,
                                              demonstrating the capabilities of our phase-combined laser technology;
    -                                         Leading the Weapons Sector Research Framework with an increasing focus on
                                              novel and hypersonic weapons, including an annual conference with over 300
                                              representatives from across the MOD and industry;
    -                                         Developing our E-X Drive technology through our US Sector for the BAE Systems
                                              solution to the US Army's Optionally Manned Fighting Vehicle (OMFV) programme;
    -                                         Supporting our Australian Sector to secure and deliver a higher energy laser
                                              development programme to their Australian Defence Science and Technology (DST)
                                              customer.
 -  We continue to develop our mission rehearsal offerings through:
    -                                         Securing the second demonstration phase in partnership with BAE Systems for
                                              the Platform Enabled Training Capability (PETC) programme delivering
                                              multi-platform innovative synthetic training capability to the Royal Navy in
                                              support of the wider Defence Operational Training Capability (Maritime)
                                              (DOTC(M)) programme;
    -                                         Fielding a new threat representation training capability with the Royal Navy
                                              through securing the four-year Vampire Phase 1 contract to support the Royal
                                              Navy's future high-performance Unmanned Aerial Systems (UAS) operations;
    -                                         Delivering enhanced mission support through the Royal Navy Sharpshooter
                                              training exercise providing operationally realistic scenarios to train as they
                                              would fight with close-in weapon systems.

 

UK Intelligence (30% of EMEA Services revenue)

 

The UK Intelligence Sector helps government and commercial customers respond
to fast-evolving threats based on its expertise in training, secure
communication networks and devices, intelligence gathering and surveillance
sensors, and cyber security. Contained within UK Intelligence (UK-I) are three
acquired businesses: QinetiQ Training and Simulation Limited (QTSL, formerly
NSC), Inzpire and Naimuri. This Sector represents the previously reported
Cyber and Information business unit.

 

 -  We won an £80m transformation programme focused on accelerating the
    production of mission data, enabling the UK's military platforms and personnel
    to be better protected in a rapidly changing threat landscape. We formed and
    led a winning industrial partnership team that included Inzpire, SRC, CGI and
    an ecosystem of other expert SMEs. The team will contribute to the UK's export
    agenda by providing our allies with access to world-class mission data. In
    demonstrating our commitment to the Social Value Act, this programme includes
    a significant investment to create at least 70 highly skilled data science
    jobs in the Lincolnshire Area, and upskill customer personnel in advanced data
    analysis techniques and technology.
 -  Through the SERAPIS framework contract, we have won a £5m 18-month research
    contract focused on helping the UK MOD solve one of its most enduring and
    significant capability challenges: pervasive, full spectrum, multi-domain ISR
    (intelligence, surveillance and reconnaissance). The aim is to use coherent
    real-time multi-modal sensing to find and identify difficult land targets on a
    complex battlefield.
 -  The partnership with Defence Intelligence in the UK has continued to grow
    strongly with orders exceeding £100m in the year. Using the EDP framework,
    combined with the rapid innovation it enables, we have pulled through
    expertise from across industry and led delivery of a wide portfolio which is
    helping Defence Intelligence to drive its transformation strategy.
 -  We won the Vivace contract with the Home Office in 2017 to deliver our
    Accelerated Capability Environment (ACE). ACE leverages a wide and diverse
    ecosystem of suppliers to drive innovation into the delivery of mission
    critical capability, and it operates at high tempo greatly accelerating
    delivery of deployable capability. In the past year Vivace has extended its
    core team and under open competition was awarded the next phase in development
    of ACE through the Private Sector Partner contract.
 -  We continue to deliver well on the Battlefield Tactical Communication and
    Information Systems (BATCIS) contract, winning the fifth year option contract
    award worth £35m. This is the public sector support programme for Defence
    Digital, delivering procurement and engineering expertise for this
    transformational digital backbone programme. With our partners ATOS, BMT and
    Roke we deliver specialist expertise across this complex set of projects
    (Trinity, Niobe, Morpheus, DSA etc.) covering a wide array of disciplines;
    developing concepts, engineering solutions, managing obsolescence issues,
    supporting critical operational requirements and enabling procurement
    competitions.
 -  We continue to demonstrate our ability to take acquisitions and position them
    for future success:
    -                                         This year has seen Inzpire reach a major milestone in the delivery of the GECO
                                              Mission planning system to the UK's Military Flying Training System. GECO is
                                              now used on the RAF's Prefect, Phenom and Texan Fixed Wing aircraft and also
                                              Juno and Jupiter Rotary Wing platforms as well as integration into the
                                              simulators. In total, more than 100 systems will be rolled out.
    -                                         We have established the Training and Simulation Centre of Excellence at our
                                              Farnborough site combining expertise from the NSC acquisition with its extant
                                              training business unit (NSC now rebranded as QinetiQ Training and Simulation
                                              Limited: QTSL). This business area is growing strongly with recent key wins in
                                              the Land (Army Virtual Proving Ground), Maritime (T23 and T45 training
                                              simulation systems), and secure Cyber domains coupled with a significant
                                              increase in simulation research and war-gaming demand as the UK Armed Forces
                                              consider future operating requirements.
    -                                         Similarly, Naimuri's portfolio has significantly diversified beyond National
                                              Security into Homeland Security, and the UK MOD. Naimuri continues to be cited
                                              as an example of a high-performing SME working on the highest priority
                                              government systems and highly engaged in supporting social values growth.
 -  We remain committed to providing operational support to the UK Government
    including 24/7 support to operations and deployment, which has enabled UK
    platforms to support burden sharing with Allies, assisting with military aid
    provision.

 

Australia (12% of EMEA Services revenue)

 

Our Australia Sector provides advisory services, engineering services and
training and mission rehearsal in the Australian and German markets.

 

 -  The Australian business has continued to deliver impressive growth in the year
    with a significant improvement in revenue coming from the Advisory Services
    business. Notably, the business has responded successfully to an increase in
    delivering to operations and exercises as our customer uplifts activity in
    response to geo-political challenges. An increase in deployments and training
    events has seen a positive impact on the engineering, technical and advisory
    services contracts.
 -  In December 2022 we completed the acquisition of Air Affairs (Australia) Pty
    Ltd for A$53m. Air Affairs is an Australian defence services company - a
    leader in air threat representation, Test and Evaluation (T&E), unmanned
    targets and mission rehearsal. Air Affairs provides targets and training
    services, and electronic warfare capabilities to the Australian Defence Force,
    as well as aerial surveillance and reconnaissance in support of government
    firefighting efforts. It owns and operates a fleet of special mission aircraft
    and maintains an advanced manufacturing and engineering facility providing
    design, manufacture and certification operations. Air Affairs employs c.180
    people, headquartered in Nowra, New South Wales.
 -  Integration of Air Affairs is progressing to plan and the business is
    performing well, including securing the next phase of airborne training
    services for the Australian Defence Force.  As demand for threat
    representation increases across all our home countries, we are focused on
    leveraging our airborne training and target capabilities across QTS, GmbH and
    Air Affairs to pursue new customer opportunities. A recent example is the
    successful sale of our Banshee target into the US Army's Threat Systems
    Management Office.
 -  The engineering services facility in South Melbourne (named "QTech") is now
    open and will be a cornerstone facility for further growth through the
    Robotics and Autonomous Systems and the Test and Evaluation Campaigns.
    Additionally, the inaugural Test and Evaluation Sovereign Skills Programme has
    commenced with the 2023 cohort in the United Kingdom undertaking T&E
    training already.
 -  In Germany, we have continued to invest in the business with a strategic
    uplift in fleet composition with a number of aircraft added to the fleet. The
    fleet has seen further improvement with modifications to target towing and
    cameras resulting in increased capability and capacity. In the year, the
    business delivered more flying hours than in any previous contract year. These
    successes continue to mature our flexibility and credibility in our Air
    Services growth plans. In response to the ongoing and increased customer
    demand for live environment target simulations, the German business has
    proactively responded with precision and professionalism to an increased
    tempo, by delivering an increase of 50% in aerial target service tasks in the
    last two years. The Government's commitment to increased defence spending
    supports a positive view of business growth into the future.

 

Global Products

 

                              FY23   FY22
                              £m     £m
 Orders                       351.9  307.7
 Revenue                      401.4  261.2
 Underlying operating profit  41.8   1.8
 Underlying operating margin  10.4%  0.7%
 Book to bill ratio((1))      0.9x   1.2x
 Funded backlog               301.5  287.2

(1) B2B ratio is orders won divided by revenue recognised

 

Overview

 

Global Products delivers innovative solutions to meet customer requirements.
The segment is technology-based and has shorter order cycles than EMEA
Services.  Our strategy is to expand the product portfolio and win larger,
longer-term programmes to improve the consistency of the financial performance
of this segment.

 

Financial performance

 

Orders increased by 14% to £351.9m (FY22: £307.7m). This was driven by a
good order intake in the US and the effect of the complex project write-down
in the prior year.

 

Revenue was up 54% on a reported basis at £401.4m (FY22: £261.2m), due to
strong US growth following prior year supply-chain challenges on the initial
production ramp-up of CRS-I robots. Furthermore there was an increase in
revenue from the acquisition of Avantus of £83.0m offset partially by the
disposal of Space NV. Excluding the impact of this acquisition and foreign
exchange, revenue was up 20% (£48.9m) on an organic basis.

 

At the beginning of FY24, we had £0.3bn of Global Products' FY24 revenue
under contract, compared to £0.2bn (of the FY23 revenue) at the same point
last year. This increase is driven by the significant orders growth in year
plus the contribution from the Avantus acquisition.

 

Underlying operating profit increased to £41.8m (FY22: £1.8m), with an
underlying operating profit margin of 10.4% (FY22: 0.7%). This was driven by
strong performance in both the US and within QinetiQ Target Systems, and the
acquisition of Avantus. FY22 operating profit included the £14.5m write-down
on the complex project.

 

Sector commentary

 

United States (75% of Global Products revenue)

 

Our US Sector provides technical advice, design and manufacture of innovative
defence products specialising in robotics, autonomy and sensing solutions, and
with the acquisition of Avantus is an expert in cyber, data analytics and
software development. We have invested to support the long-term growth of our
US Sector, in leadership, integration, systems and tools; the business is now
a fully integrated single US Sector.

 

 -  The US Sector has had a strong year, with high order intake of $280m and
    impressive revenue growth of 25%, prior to the benefit of Avantus. We have won
    a number of key contracts in the US that will support the delivery of our
    ambitious growth targets.
 -  We have won a $93m single award Indefinite Delivery Indefinite Quantity (IDIQ)
    by the US Army for a Digital Night Vision Technology (DNVT) contract to
    support the continued evolution of DNVT capabilities through development,
    integration, experimentation and laboratory and platform test and evaluation
    including using digital imaging, display, processing and network architecture
    technologies. DNVT will substantially enhance the user's situational awareness
    and decision-making abilities by developing digital night vision capabilities
    coupled with component technology enhancements including fused imagers,
    display enhancements, and image processing hardware and algorithms.
 -  We secured a contract to provide technical services to the US Army. The five
    year contract, worth up to $45m, will provide services for the Development
    Command (DEVCOM) Command, Control, Computers, Communications, Cyber,
    Intelligence, Surveillance and Reconnaissance (C5ISR) at the Fort Belvoir
    Prototyping Integration Facility (PIF). The contract, a one-year base period
    followed by four one-year option periods, will provide technical services for
    system development, fabrication, sensor and system integration, prototyping of
    multi-function sensor suites, and technology assessment efforts aimed at
    supporting current and future DEVCOM C5ISR PIF Belvoir customers. This
    contract is an important competitive win for the business and reinforces our
    continued value to our customers.
 -  We also won a multi-year research, development and technology integration
    contract, worth up to $49m, with the US Army C5ISR Center, Research &
    Technology Integration Directorate's Image Processing Division for Image
    Processing and advanced Optics Technologies.
 -  We completed the RCV-L Surrogate Prototype base program activities through the
    successful completion of US Army Performance Testing. We delivered four (of
    eight) option vehicles (awarded in FY22) and received circa $20m in orders to
    support ongoing experimentation through the provision of spare parts, platform
    integration and updates, technology insertions, and support and maintenance
    activities.
 -  Following successful completion of the Low Rate Production (LRIP) phase we
    made significant progress on the Common Robotic System-Individual (CRS-I)
    programme, entering into Full Rate Production in September 2022. In the year
    over 600 units were delivered bringing the total delivery to over 900, with
    over 500 systems fielded to Combat Engineering and Explosive Ordnance Disposal
    (EOD) units. Production remains on track with full production continuing
    through FY24.
 -  We completed Optionally Manned Fighting Vehicle (OMFV) Phase 2, supporting
    prime contractor Oshkosh Defense. This phase delivered a successful concept
    design to the US Army with QinetiQ US supporting the development of the
    modular open architecture next generation infantry fighting vehicle to replace
    the US Army Bradley fighting vehicle.
 -  At the end of November 2022 we completed the acquisition of Avantus for $590m.
    Avantus has a strong track record of achieving speed-to-mission impact. Over
    the last three years, Avantus has demonstrated a strong track record of
    consistent double-digit revenue growth on a proforma organic basis, at
    attractive margins.
 -  Since completion, Avantus has continued to perform well, including two
    successful re-competes and selection for a new $80m multi-year contract with a
    national intelligence customer. In the first four months of our ownership,
    while new business awards were lower than assumed, we achieved good
    performance across our contracts delivering $100m revenue at our expected
    margin of 10.8%. Integration is progressing ahead of plan and we are actively
    pursuing revenue synergies by leveraging and cross selling our offerings to
    our existing and new customer base. The combination of capabilities across
    QinetiQ and Avantus has created a disruptive defence and intelligence business
    in the US and we remain on track to deliver on the strategic and financial
    returns outlined previously.

 

Other Products (18% of Global Products revenue)

 

The portfolio of our other Global Products provide research services and
bespoke technological solutions developed from intellectual property spun out
from EMEA Services, and includes QinetiQ Target Systems (QTS).

 

 -  QTS continues to make positive progress with customers resuming trials and
    exercises. In response to increased customer demand for live environment
    target simulations, QTS has successfully delivered a significant improvement
    in production throughput which has been positively received by our UK MOD
    customer and has delivered positive growth.
 -  QTS has responded with agility to customer requirements including the delivery
    of a Dutch and German training exercise led by the Royal Netherlands Army
    where QTS provided products and services to support a bi-national Tactical
    Firing event with Germany at the NATO Missile Firing Installation on Crete.
    QTS has also made good progress in the US with the integration of the Army
    Ground Aerial Target Control System and our QTS targets. This represents a
    major milestone in US market penetration.
 -  Following the successful demonstration of Banshee Jet80+ from the deck of the
    Royal Navy's HMS Prince of Wales aircraft carrier late last year, QTS has
    recently won a contract that enables the test and evaluation of the capability
    of small fixed wing, jet-powered uncrewed systems to support Carrier Aviation.
 -  We continue to experience strong demand for QTS products and services arising
    from an increased demand from many of our global customers which has resulted
    in March 2023 being the biggest production month to date with over 100 aerial
    and surface targets delivered.
 -  We continue to invest in and see demand for our sensors and communication
    product portfolio. This past year saw record demand for its Position
    Navigation and Timing (PNT) product (Q20) across a number of customers. This
    gives a high degree of confidence that the market potential remains strong
    ahead of launching the next generation product (Q40) in the near future.

 

Space Products (7% of Global Products revenue)

 

Space NV is a Belgium-based commercial space business providing design and
integration of small commercial satellites, docking and berthing systems, and
instruments for end-to-end space missions; its principal customer is the
European Space Agency. In October 2022, we completed the disposal of QinetiQ
Space NV in Belgium to Redwire Space Europe for an enterprise value of €32m.
Space NV is an attractive and well-positioned business in the commercial space
sector, which has delivered good operational performance and growth under our
ownership. Whilst the space domain remains an integral part of our core
defence and security strategy, Space NV products provided limited operational
synergies and alignment with our global ambition.

 

Principal risks and uncertainties

 

The Group continues to be exposed to a number of risks and uncertainties which
management continue to identify, assess and mitigate to minimise their
potential impact on the reported performance of the Group. An explanation of
risks and their mitigations, together with details of our risk management
framework can be found in the 2023 Annual Report and Accounts which is
available for download at: https://www.qinetiq.com/investors
(https://www.qinetiq.com/investors) .

 

A summary of the significant risks and uncertainties are set out below:

 

 •    Failure to grow and adapt our ways of working in order to ensure that we
      attract, develop and retain the right capability to deliver excellence for our
      customers to support QinetiQ's future growth;
 •    Failure to develop an inclusive, high-performing culture where our people can
      thrive and maximise potential in a rapidly changing and disruptive global
      landscape;
 •    Failure to anticipate, plan and scenario-test for volatile macroeconomic
      environments that could impact customer spending, inflationary impacts on our
      cost-base, interest rates and foreign currency exchange movements;
 •    Large long-term UK contracts that contribute a material element of the Group's
      revenue do not continue or are not renewed;
 •    The M&A strategy, which is a key element of our strategic growth, does not
      realise the maximum potential benefits;
 •    The Group operates in highly regulated environments and recognises that
      non-compliance could pose a risk to both our ability to conduct business, and
      to our stakeholders;
 •    A breach of physical, personnel or sensitive asset security could lead to loss
      of information or harm to our employees, customers and broader stakeholders;
 •    A successful Cyber-attack could impact our customer deployed capabilities, our
      ability to operate as a business or exclude us from some types of future
      government or cyber domain work
 •    Our Portfolio, Programme and Project Management (P3M) maturity fails to keep
      pace with our growth plans and the successful delivery of larger, longer-term
      contracts;
 •    Failure to manage our climate change resilience would leave operations on our
      estates and our supply chains exposed and we may not meet legislative or
      customer requirements, stakeholder expectations and may not be correctly
      positioned in a decarbonised future;
 •    Failure to achieve the intended outcomes of the Digital and Data Programme
      within budget will constrain our growth strategy; and
 •    Failure of our Health and Safety Strategy could increase the risk of serious
      injury to our employees, contractors or third parties, potentially resulting
      in regulatory enforcement and reputation loss.

 

Consolidated income statement for the year ended 31 March

 

 

                                                                              FY23                                               FY22^
 All figures in £ million                                               Note  Underlying*  Specific adjusting items*  Total      Underlying*  Specific adjusting items*  Total
 Revenue                                                                1,2   1,580.7      -                          1,580.7    1,320.4      -                          1,320.4
 Operating costs excluding depreciation and amortisation                      (1,353.4)    (29.5)                     (1,382.9)  (1,140.7)    (8.7)                      (1,149.4)
 Other income                                                                 28.0         21.6                       49.6       16.0         0.7                        16.7
 EBITDA (earnings before interest, tax, depreciation and amortisation)        255.3        (7.9)                      247.4      195.7        (8.0)                      187.7
 Depreciation and impairment of property, plant and equipment                 (51.5)       -                          (51.5)     (46.7)       (1.2)                      (47.9)
 Amortisation of intangible assets                                            (7.5)        (15.6)                     (23.1)     (5.4)        (10.7)                     (16.1)
 Operating profit/(loss)                                                2     196.3        (23.5)                     172.8      143.6        (19.9)                     123.7
 Gain/(loss) on business divestments                                    6     -            15.9                       15.9       -            (0.9)                      (0.9)
 Finance income                                                         7     6.8          9.9                        16.7       0.5          4.5                        5.0
 Finance expense                                                        7     (13.4)       -                          (13.4)     . (1.9)      -                          (1.9)
 Profit/(loss) before tax                                                     189.7        2.3                        192.0      142.2        (16.3)                     125.9
 Taxation charge                                                        8     (36.8)       (0.8)                      (37.6)     (24.1)       (11.8)                     (35.9)
 Profit/(loss) for the year                                                   152.9        1.5                        154.4      118.1        (28.1)                     90.0

 Profit/(loss) is attributable to:
 Owners of the parent company                                                 152.9        1.5                        154.4      118.1        (28.1)                     90.0
 Non-controlling interests                                                    -            -                          -          -            -                          -
 Profit/(loss) for the year                                                   152.9        1.5                        154.4      118.1        (28.1)                     90.0

 

 

 Earnings per share for profit attributable to the owners of the parent company        FY23                    FY22
 All figures in pence                                                            Note  Underlying*      Total  Underlying*      Total
 Basic                                                                           9     26.5             26.8   20.6             15.7
 Diluted                                                                         9     26.3             26.5   20.4             15.5

 

 

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

* Alternative performance measures are used to supplement the statutory
figures. These are additional financial indicators used by management
internally to assess the underlying performance of the Group. Definitions can
be found in the glossary. Also refer to note 3 for details of 'specific
adjusting items'.

 

 

Consolidated comprehensive income statement

for the year ended 31 March

 

 

                                                                      FY23     FY22

 All figures in £ million
 Profit for the year                                                  154.4    90.0
 Items that will not be reclassified to profit and loss:
 Actuarial (loss)/gain recognised in defined benefit pension schemes  (253.9)  144.0
 Tax on items that will not be reclassified to profit and loss        63.5     (47.6)
 Total items that will not be reclassified to profit and loss         (190.4)  96.4
 Items that may be reclassified to profit and loss:
 Foreign currency translation (losses)/gains on foreign operations    (6.5)    5.6
 Movement in deferred tax on foreign currency translation             (0.5)    (0.8)
 Increase in the fair value of hedging derivatives                    7.8      0.6
 Movement in deferred tax on hedging derivatives                      (1.6)    (0.1)
 Total items that may be reclassified to profit and loss              (0.8)    5.3
 Other comprehensive (expense)/income for the year, net of tax        (191.2)  101.7

 Total comprehensive (expense)/income for the year                    (36.8)   191.7

 Total comprehensive (expense)/income is attributable to:
 Owners of the parent company                                         (36.8)   191.5
 Non-controlling interests                                            -        0.2
 Total comprehensive (expense)/income for the year                    (36.8)   191.7

 

Consolidated statement of changes in equity

for the year ended 31 March

 

                                                                            Share capital  Capital redemption reserve  Share premium  Hedge reserve  Translation reserve  Retained earnings  Total    Non controlling interest  Total equity

 All figures in £ million
 At 31 March 2022 - previously reported                                     5.8            40.8                        147.6          0.1            1.9                  847.0              1,043.2  0.2                       1,043.4
 Change in accounting policy^ (note 20)                                     -              -                           -              -              -                    (2.0)              (2.0)    -                         (2.0)
 At 1 April 2022 - restated^                                                5.8            40.8                        147.6          0.1            1.9                  845.0              1,041.2  0.2                       1,041.4
 Profit for the year                                                        -              -                           -              -              -                    154.4              154.4    -                         154.4
 Other comprehensive income/(expense) for the year, net of tax              -              -                           -              6.2            (7.0)                (190.4)            (191.2)  -                         (191.2)
 Purchase of own shares                                                     -              -                           -              -              -                    (0.8)              (0.8)    -                         (0.8)
 Share-based payments                                                       -              -                           -              -              -                    5.7                5.7      -                         5.7
 Deferred tax on share-based payments                                       -              -                           -              -              -                    0.7                0.7      -                         0.7
 Movements on business divestment                                           -              -                           -              -              0.9                  -                  0.9      (0.2)                     0.7
 Dividends                                                                  -              -                           -              -              -                    (42.6)             (42.6)   -                         (42.6)
 At 31 March 2023                                                           5.8            40.8                        147.6          6.3            (4.2)                772.0              968.3    -                         968.3

 At 31 March 2021 - previously reported                                     5.7            40.8                        147.6          (0.4)          (2.9)                693.8              884.6    0.3                       884.9
 Change in accounting policy^ (note 20)                                     -              -                           -              -              -                    (2.0)              (2.0)    -                         (2.0)
 At 1 April 2021 - restated^                                                5.7            40.8                        147.6          (0.4)          (2.9)                691.8              882.6    0.3                       882.9
 Profit for the year                                                        -              -                           -              -              -                    90.0               90.0     -                         90.0
 Other comprehensive income for the year, net of tax                        -              -                           -              0.5            4.8                  96.4               101.7    -                         101.7
 Purchase of own shares                                                     -              -                           -              -              -                    (0.8)              (0.8)    -                         (0.8)
 Issues of new shares                                                       0.1            -                           -              -              -                    -                  0.1      -                         0.1
 Share-based payments                                                       -              -                           -              -              -                    7.4                7.4      -                         7.4
 Deferred tax on share-based payments                                       -              -                           -              -              -                    (0.3)              (0.3)    -                         (0.3)
 Fair value adjustment in respect of equity-based contingent consideration  -              -                           -              -              -                    0.7                0.7      -                         0.7
 Dividends                                                                  -              -                           -              -              -                    (40.2)             (40.2)   (0.1)                     (40.3)
 At 31 March 2022                                                           5.8            40.8                        147.6          0.1            1.9                  845.0              1,041.2  0.2                       1,041.4

 

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

 

Consolidated balance sheet as at 31 March

 All figures in £ million                                                     Note  31 March 2023  31 March 2022^  31 March 2021^
 Non-current assets
 Goodwill                                                                     14    409.0          149.4           145.5
 Intangible assets                                                                  343.0          140.3           133.1
 Property, plant and equipment                                                      477.8          414.5           397.2
 Other financial assets                                                             6.2            0.5             0.8
 Financial assets at fair value through profit or loss                              -              -               0.9
 Equity accounted investments                                                       1.4            2.6             4.2
 Net pension asset                                                            15    119.8          362.2           214.3
 Deferred tax asset                                                                 32.6           21.0            11.7
                                                                                    1,389.8        1,090.5         907.7
 Current assets
 Inventories                                                                        68.8           54.9            54.4
 Other financial assets                                                             5.7            0.6             0.9
 Trade and other receivables                                                        452.6          373.2           338.5
 Current tax asset                                                                  4.0            1.4             0.7
 Cash and cash equivalents                                                          151.2          248.1           190.1
                                                                                    682.3          678.2           584.6
 Total assets                                                                       2,072.1        1,768.7         1,492.3
 Current liabilities
 Trade and other payables                                                           (575.2)        (474.7)         (424.3)
 Current tax payable                                                                (4.6)          (5.9)           (3.7)
 Provisions                                                                         (19.7)         (21.1)          (4.2)
 Other financial liabilities                                                        (8.2)          (6.9)           (7.0)
                                                                                    (607.7)        (508.6)         (439.2)
 Non-current liabilities
 Deferred tax liability                                                             (112.0)        (156.7)         (89.7)
 Provisions                                                                         (7.1)          (6.0)           (7.8)
 Borrowings and other financial liabilities                                         (361.8)        (17.2)          (20.7)
 Other payables                                                                     (15.2)         (38.8)          (52.0)
                                                                                    (496.1)        (218.7)         (170.2)
 Total liabilities                                                                  (1,103.8)      (727.3)         (609.4)
 Net assets                                                                         968.3          1,041.4         882.9

 Equity
 Ordinary shares                                                                    5.8            5.8             5.7
 Capital redemption reserve                                                         40.8           40.8            40.8
 Share premium account                                                              147.6          147.6           147.6
 Hedging reserve                                                                    6.3            0.1             (0.4)
 Translation reserve                                                                (4.2)          1.9             (2.9)
 Retained earnings                                                                  772.0          845.0           691.8
 Capital and reserves attributable to shareholders of the parent company            968.3          1,041.2         882.6
 Non-controlling interest                                                           -              0.2             0.3
 Total equity                                                                       968.3          1,041.4         882.9

 

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

 

 

 

Consolidated cash flow statement for year ended 31 March

 All figures in £ million                                                           Note  FY23     FY22^*
 Underlying net cash inflow from operations                                         10    270.1    220.7
 Less specific adjusting items:                                                     10    (29.5)   (5.6)
 Net cash inflow from operations                                                    10    240.6    215.1
 Tax paid                                                                                 (30.2)   (25.4)
 Interest received                                                                        5.5      0.5
 Interest paid                                                                            (9.9)    (1.5)
 Net cash inflow from operating activities                                                206.0    188.7

 Purchases of intangible assets                                                           (13.8)   (21.4)
 Purchases of property, plant and equipment                                               (95.2)   (62.9)
 Proceeds from sale of property                                                           2.4      1.5
 Proceeds from disposal of business                                                       28.1     -
 Dividends from joint venture and associates                                              -        2.0
 Acquisition of businesses                                                          5     (385.9)  (0.8)
 Net cash outflow from investing activities                                               (464.4)  (81.6)

 Purchase of own shares                                                                   (0.8)    (0.8)
 Dividends paid to shareholders                                                           (42.6)   (40.2)
 Payment of bank facility arrangement fees                                                (2.7)    -
 Capital element of lease payments                                                        (7.4)    (6.2)
 Drawdown of new borrowings                                                               481.1    -
 Repayment of borrowings                                                                  (140.0)  -
 Repayment of acquired borrowings                                                         (117.9)  -
 Cash flow relating to intercompany loan hedges                                           (10.0)   (3.1)
 Transaction with non-controlling interests                                               -        (0.1)
 Net cash inflow/(outflow) from financing activities                                      159.7    (50.4)

 (Decrease)/increase in cash and cash equivalents                                         (98.7)   56.7
 Effect of foreign exchange changes on cash and cash equivalents                          1.8      1.3
 Cash and cash equivalents at beginning of year                                           248.1    190.1
 Cash and cash equivalents at end of year                                                 151.2    248.1

 

Reconciliation of movement in net (debt)/cash for the year ended 31 March

 All figures in £ million                                        Note  FY23     FY22^
 (Decrease)/increase in cash and cash equivalents in the year          (98.7)   56.7
 Add back net cash flows not impacting net (debt)/cash                 (331.0)  6.2
 Movement in net (debt)/cash resulting from cash flows                 (429.7)  62.9
 Net increase in lease obligations                                     (15.3)   (1.3)
 Net movement in derivative financial instruments                      9.8      (1.3)
 Other movements including foreign exchange                            3.2      0.7
 Movement in net (debt)/cash as defined by the Group                   (432.0)  61.0
 Net cash as defined by the Group at beginning of the year             225.1    164.1
 Net (debt)/cash as defined by the Group at end of the year      11    (206.9)  225.1
 Less: total net financial liabilities                           11    358.1    23.0
 Total cash and cash equivalents                                 11    151.2    248.1

 

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

* To be consistent with FY23, the prior year has been re-presented in respect
of the cash flow impact of intercompany loan hedging.

 

 

Notes to the financial statements

1.  Revenue from contracts with customers and other income

Revenue by category

     All figures in £ million                                     FY23     FY22
     Service contracts with customers                             1,481.4  1,234.4
     Sale of goods contracts with customers                       96.1     82.9
     Royalties and licences                                       3.2      3.1
     Total revenue                                                1,580.7  1,320.4
     Less: adjust current year for acquired businesses(^)         (91.1)   -
     Less: adjust prior year for disposed businesses(^)           -        (17.7)
     Adjust to constant prior year exchange rates                 (31.9)   -
     Total revenue on an organic, constant currency basis(*)      1,457.7  1,320.7
     Organic revenue growth at constant currency(*)               12%      5%

^ For the period of which there was no contribution in the equivalent period
in the comparator year which was pre-ownership (for acquisitions) or
post-ownership (for disposals) by the Group.

* Alternative performance measures are used to supplement the statutory
figures. See Glossary.

 

Other income

     All figures in £ million                                                FY23  FY22^
     Share of associates' and joint ventures' profit after tax               0.8   0.3
     Research and development expenditure credits (RDEC)                     17.4  6.2
     Other income                                                            9.8   9.5
     Underlying other income                                                 28.0  16.0
     Specific adjusting item: gain on sale of property                       2.0   0.7
     Specific adjusting item: release of RDEC MOD appropriation liability    19.6  -
     Total other income                                                      49.6  16.7

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

 

Revenue by customer geographical location

     All figures in £ million              FY23     FY22
     United Kingdom (UK)                   1,045.7  961.9
     United States of America (US)         301.0    153.0
     Australia                             124.1    98.2
     Home countries                        1,470.8  1,213.1
     Europe                                69.4     76.9
     Rest of World                         40.5     30.4
     Total revenue                         1,580.7  1,320.4

     Home countries revenue %              93%      92%
     International (non-UK) revenue %      34%      27%

 

Revenue by major customer type

     All figures in £ million     FY23          FY22
     UK government                969.4         881.7
     US government                230.8         104.7
     Other*                       380.5         334.0
     Total revenue                     1,580.7  1,320.4

*  'Other' does not contain any customers with revenue in excess of 10% of
total Group revenue.

 

2. Segmental analysis

Operating segments

 

     All figures in £ million                               FY23                                                             FY22^
                                                            Revenue from external customers  Underlying operating profit(*)  Revenue from external customers  Underlying operating profit(*)
     EMEA Services                                          1,179.3                          137.1                           1,059.2                          135.6
     Global Products                                        401.4                            41.8                            261.2                            1.8
     Operating profit from segments                         1,580.7                          178.9                           1,320.4                          137.4
     Research and development expenditure credits (RDEC)                                     17.4                                                             6.2
     Underlying operating profit                                                             196.3                                                            143.6
     Operating profit margin from segments*                                                  11.3%                                                            10.4%

( )

 

Reconciliation of segmental results to total profit

 

     All figures in £ million                             Note  FY23    FY22^
     Operating profit from segments*                            178.9   137.4
     Research and development expenditure credits (RDEC)        17.4    6.2
     Underlying operating profit*                               196.3   143.6
     Specific adjusting items loss                        3     (23.5)  (19.9)
     Operating profit                                           172.8   123.7
     Gain/(loss) on business divestments                        15.9    (0.9)
     Net finance income                                         3.3     3.1
     Profit before tax                                          192.0   125.9
     Taxation expense                                           (37.6)  (35.9)
     Profit for the year                                        154.4   90.0

 

* Definitions of the Group's 'Alternative Performance Measures' can be found
in the glossary.

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

 

 3. Specific adjusting items

In the income statement, the Group presents specific adjusting items
separately. In the judgement of the Directors, for the reader to obtain a
proper understanding of the financial information, specific adjusting items
need to be disclosed separately because of their size and nature. Underlying
measures of performance exclude specific adjusting items. The following
specific adjusting items have been (charged)/credited in the consolidated
income statement:

 

 All figures in £ million                                              Note  FY23    FY22
 Acquisition and disposal costs                                              (16.4)  (3.7)
 Acquisition related remuneration costs                                      (0.3)   (1.3)
 Acquisition integration costs                                               (2.0)   -
 Pension past service cost                                                   -       (2.4)
 Digital investment                                                          (5.8)   (1.9)
 Restructuring costs                                                         (5.0)   -
 Release of RDEC MOD appropriation liability                                 19.6    -
 Fair value adjustment in respect of contingent consideration                -       0.6
 Gain on sale of property                                                    2.0     0.7
 Specific adjusting items loss before interest, tax, depreciation and        (7.9)   (8.0)
 amortisation
 Impairment of property                                                      -       (1.2)
 Amortisation of intangible assets arising from acquisitions                 (15.6)  (10.7)
 Specific adjusting items operating loss                                     (23.5)  (19.9)
 Gain/(loss) on business divestments                                   6     15.9    (0.9)
 Defined benefit pension scheme net finance income                           9.9     4.5
 Specific adjusting items gain/(loss) before tax                             2.3     (16.3)
 Specific adjusting items - tax                                        8     3.8     4.1
 Deferred tax impact of change in future UK corporation tax rate       8     (4.6)   (15.9)
 Total specific adjusting items gain/(loss) after tax                        1.5     (28.1)

 

Reconciliation of underlying profit for the year to total profit for the year

 All figures in £ million                                FY23   FY22
 Underlying profit after tax - total Group               152.9  118.1
 Total specific adjusting items gain/(loss) after tax    1.5    (28.1)
 Total profit for the year                               154.4  90.0

 

4. Profit before tax

The following items have been charged in arriving at profit before tax for
continuing operations:

 All figures in £ million                                          FY23   FY22
 Cost of inventories expensed                                      55.2   47.1
 Owned assets: depreciation                                        45.3   40.3
 Leases assets: depreciation                                       6.2    5.9
 Foreign exchange gain                                             (0.6)  (0.7)
 Research and development expenditure - customer funded contracts  313.8  287.5
 Research and development expenditure - Group funded               14.6   14.6

 

5. Business combinations

Acquisitions in the year to 31 March 2023

                  Contribution post-acquisition
 All figures in £ million          Date acquired     Total consideration  Goodwill  Fair value of net assets acquired  Revenue  Operating profit
 Avantus Federal LLC               23 November 2022  392.2                264.6     127.6                              82.9     8.9
 Air Affairs Australia             1 December 2022   12.6                 3.1       9.5                                8.2      0.5
 Total                                               404.8                267.7     137.1                              91.1     9.4
 Less: deferred consideration                        (4.0)
 Less: cash acquired                                 (14.9)
 Net cash outflow for the year                       385.9

 

Total acquisition costs of £16.4m relating to the two acquisitions, as well
as an aborted disposal, are included within operating profit as a specific
adjusting item (see note 3). A further £2.3m of integration costs and
acquisition related remuneration costs, both relating to Avantus, are also
included within operating profit as a specific adjusting item (see note 3).

 

Avantus Federal LLC

 

On 23 November 2022, the Group acquired 100% of the issued share capital of
Avantus for an enterprise value of $590m, on a cash-free, debt-free valuation
basis. Avantus is a leading provider of mission-focused cyber, data analytics
and software development solutions to the US Department of Defense,
Intelligence Community, Department of Homeland Security and other Federal
civilian agencies. The Avantus acquisition will significantly enhance our US
offering and provide a strong platform from which to further grow our US
operations. Avantus has a track record of high growth at attractive margins
and is well-positioned across priority areas for key defence and intelligence
customers in the US.

Avantus forms part of QinetiQ's US Sector and is reported within the Global
Products segment. If the acquisition had occurred on the first day of the
financial year, Group revenue for the period would have been £1,740.6m and
the Group profit before tax £209.7m.

 

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and
liabilities assumed at the date of acquisition, at fair value and in
accordance with Group accounting policies. The fair values remain provisional,
but will be finalised within 12 months of acquisition.

 All figures in £ million               Note  Fair value at acquisition
 Intangible assets                            209.2
 Property, plant and equipment                8.3
 Trade and other receivables                  39.0
 Cash and cash equivalents                    14.5
 Trade and other payables                     (34.3)
 Lease liabilities                            (7.2)
 Borrowings                                   (104.9)
 Deferred tax                                 6.0
 Other assets and liabilities                 (3.0)
 Net assets acquired                          127.6
 Goodwill                               14    264.6
 Total consideration                          392.2

 

The consideration of £392.2m was satisfied entirely in cash in the financial
year, with no deferred consideration. The borrowings of £104.9m were repaid
as part of the acquisition, which is presented separately in the cash flow
statement. The fair value adjustments include £171.9m in relation to the
step-up in value and recognition of acquired intangible assets. £163.1m
relates to the step up in value of customer relationship assets, £2.2m
relates to the recognition of existing technology assets and £6.6m relates to
recognition of the Avantus trading name asset. These fair value adjustments
will unwind as the assets themselves are amortised, over 16 years for the
customer relationships and five years for the existing technology and trade
name.

There has been no adjustment to the fair value of acquired receivables given
the low credit risk of the customers. The gross contractual and net amounts of
receivables acquired were the same and there was no allowance for credit loss
recognised at acquisition.

Customer relationships have been valued based on an income approach using an
excess earnings method. The key assumptions are the revenue and profit
projections, customer contract retention/attrition assumptions, discount rate
and contributory asset charges. Existing technology has been valued using a
replacement cost approach and the trade name has been valued using a relief
from royalty method.

The goodwill is attributable mainly to the skills, technical talent and
security clearances of Avantus' work force and the synergies expected to be
achieved from integrating the company into the existing US business. The
goodwill recognised on acquisition is tax deductible over a 15 year period as
the purchase is as an asset deal rather than a share purchase for tax
purposes.

 

Air Affairs Australia PTY

On 1 December 2022, the Group acquired 100% of the issued share capital of the
Air Affairs Australia group of companies for an enterprise value of A$53m, on
a cash-free, debt-free valuation basis. Air Affairs is an Australian defence
services company - a leader in air threat representation, Test and Evaluation,
unmanned targets and mission rehearsal. Air Affairs provides targets and
training services, and electronic warfare capabilities to the Australian
Defence Force, as well as aerial surveillance and reconnaissance in support of
government firefighting efforts. It owns and operates a fleet of special
mission aircraft and maintains an advanced manufacturing and engineering
facility providing design, manufacture and certification operations. Air
Affairs employs c.180 people, headquartered in Nowra, New South Wales.

The acquisition of Air Affairs further establishes us as a long-term,
strategic partner to the Australian Defence Force and underpins QinetiQ's
strategic position as market leader in test & evaluation and air threat
representation, now with a significant presence across the UK, Canada and
Australia, and training and special operations in Germany.

Air Affairs forms part of QinetiQ's Australia business unit and is reported
within the EMEA Services segment. If the acquisition had occurred on the first
day of the financial year, Group revenue for the period would have been
£1,599.3m and the Group profit before tax would have been £192.8m.

 

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and
liabilities assumed at the date of acquisition, at fair value and in
accordance with Group accounting policies. The fair values remain provisional,
but will be finalised within 12 months of acquisition.

 All figures in £ million               Note  Fair value at acquisition
 Intangible assets                            2.4
 Property, plant and equipment                29.8
 Inventory                                    3.2
 Trade and other receivables                  5.1
 Cash and cash equivalents                    0.4
 Trade and other payables                     (8.8)
 Lease liabilities                            (7.9)
 Borrowings                                   (13.0)
 Current tax                                  (0.1)
 Deferred tax                                 (1.6)
 Net assets acquired                          9.5
 Goodwill                               14    3.1
 Total consideration                          12.6

 

The consideration of £12.6m includes £8.6m which was satisfied by cash in
the financial year, and £4.0m of deferred consideration which is expected to
be settled within one year. The borrowings of £13.0m were repaid as part of
the acquisition, which is presented separately in the cash flow statement.
There has been no adjustment to the fair value of acquired receivables given
the low credit risk of the customers. The gross contractual and net amounts of
receivables acquired were the same and there was no allowance for credit loss
recognised at acquisition.

The most significant asset on the opening balance sheet is the PPE (Property,
Plant and Equipment). A fair value uplift of £5.5m has been applied to the
aircraft, increasing the book value of £13.2m to £18.7m. The aircraft were
valued based on a desktop exercise performed by professional specialists. The
key assumption relates to the market value of the aircraft. The fair value
adjustments to PPE also include a step-down to the value of leasehold
improvements.

The fair value adjustments also include £2.4m in relation to the step-up in
value and recognition of acquired intangible assets. £2.3m relates to the
recognition of existing technology assets and £0.1m relates to recognition of
the Air Affairs trading name asset. These fair value adjustments will unwind
as the assets themselves are amortised. This is ten years for the existing
technology and three years for the trade name. Deferred tax of £0.7m was
recognised on the intangibles.

Existing technology has been valued using a replacement cost approach and the
trade name has been valued using a relief from royalty method.

The goodwill is attributable mainly to the skills and technical talent of Air
Affairs' work force and the synergies expected to be achieved from integrating
the company into Australia sector and wider existing business. The goodwill
recognised on acquisition is not tax deductible.

 

Acquisitions in the year to 31 March 2022

There were no acquisitions in the year to 31 March 2022. Deferred
consideration of £0.8m was paid in the year to 31 March 2022 in respect of
the acquisition of QinetiQ Training & Simulation Limited (formerly known
as Newman & Spurr Consultancy Limited) in the year to 31 March 2021.

 

6. Gain/(loss) on business divestments

 All figures in £ million             FY23  FY22
 Space NV  business                   15.9  -
 Commerce Decisions business          -     (0.9)
 Gain/(loss) on business divestments  15.9  (0.9)

 

The gain on business divestments relates to the sale of the Space NV for
disposal proceeds of £32.3m (€37.0m). The enterprise value was €32.0m.
Proceeds received in the period, net of transaction costs of £1.2m and £3.0m
of cash divested with the businesses, were £28.1m. All consideration is
settled entirely in cash.

 

Deferred consideration of £1.5m was potentially receivable in respect of the
Commerce Decisions business, contingent on performance of the disposed
business in the year to 31 March 2022. The fair value of which had been
estimated at £0.9m as at 31 March 2021. The required performance was not
achieved, nil deferred consideration became due and the receivable has been
written off to the income statement in the current year, classified as a
specific adjusting item.

 

 

7.  Finance income and expense

 All figures in £ million                                                     FY23    FY22
 Receivable on bank deposits                                                  6.8     0.5
 Finance income before specific adjusting items                               6.8     0.5

 Amortisation of deferred financing costs                                     (0.8)   (0.4)
 Bank interest and commitment fees                                            (10.6)   (0.5)
 Lease expense                                                                (1.1)   (1.0)
 Unwinding of discount on financial liabilities                               (0.1)   -
 Other interest                                                               (0.8)   -
 Finance expense                                                              (13.4)  (1.9)

 Underlying net finance expense                                               (6.6)   (1.4)

 Plus: specific adjusting items - defined benefit pension scheme net finance  9.9     4.5
 income
 Net finance income                                                           3.3     3.1

 

8. Taxation

 All figures in £ million      FY23                                          FY22^
                               Underlying  Specific adjusting items  Total   Underlying  Specific adjusting items  Total
 Profit/(loss) before tax      189.7       2.3                       192.0   142.2       (16.3)                    125.9
 Taxation (expense)/income     (36.8)      (0.8)                     (37.6)  (24.1)      (11.8)                    (35.9)
 Profit/(loss) for the year    152.9       1.5                       154.4   118.1       (28.1)                    90.0
 Effective tax rate            19.4%                                 19.6%   16.9%                                 28.5%

 

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

 

The total tax charge was £37.6m (FY22 restated: £35.9m). The underlying tax
charge was £36.8m (FY22 restated: £24.1m), on a higher underlying profit
before tax, with an underlying effective tax rate of 19.4% for the year ended
31 March 2023 (FY22 restated: 16.9%). The underlying effective tax rate is
above the UK statutory rate, primarily as a result of higher tax rates in
overseas jurisdictions.

 

Tax on specific adjusting items

The total specific adjusting items tax charge was £0.8m (FY22 charge:
£11.8m).  The tax charge arises on the UK statutory rate change to 25% from
1 April 2023 (£4.6m) and a taxable Research and Development Allowances
clawback (£1.2m), offset by non-taxable profit on sale of Space NV (£3.0m)
and overseas rate differences (£2.5m).

 

Factors affecting future tax charges

The effective tax rate is expected to remain above the UK statutory rate,
subject to the impact of any tax legislation changes and the geographic mix of
profits. The OECD has released model rules for Pillar II of the Base Erosion
and Profit Shifting regulations covering application of a Global Minimum Tax.
The Group is monitoring progress of these rules and will engage with advisers
to assess any potential future impact on the tax charge.

 

Changes in tax rates

In the Spring Budget 2021, the UK Government announced that from 1 April 2023
the corporation tax rate will increase from 19% to 25%. The 25% rate has been
substantively enacted at the balance sheet date. An adjustment was made in
FY22 and a further adjustment has been made in FY23 of £4.6m to reflect that
the revised UK deferred tax balances that are expected to unwind at the new
rate of 25%.

 

Tax losses

At 31 March 2023 the Group had unused tax losses and US carried forward
interest expense of £175.6m (31(st) March 2022: £128.1m) which are available
for offset against future taxable profits. Deferred tax assets are recognised
on the balance sheet of £22.7m in respect of £88.0m of US net operating
losses, £5.4m in respect of £21.5m of Canadian net operating losses and
£2.5m in respect of £8.3m of German trade losses. No deferred tax asset is
recognised in respect of the £57.8m of US interest deductions due to
uncertainty over the timing and extent of their utilisation. Full recognition
of the US carried forward interest expense would increase the deferred tax
asset by £15.6m. The Group has £32.4m of time-limited US net operating
losses of which £22.9m will expire in 2035 and £9.5m in 2036. The Group made
overseas losses in the period ended 31 March 2023 and recognition of deferred
tax assets is dependent on future forecast taxable profits. The Group has
reviewed the latest forecasts for these businesses which incorporate the
unsystematic risks of operating in the defence business.  In the period
beyond the 5 year forecast we have reviewed the terminal period profits and
based on these and our expectations for these businesses we believe it is
probable the losses, with the exception of the interest deductions, will be
fully utilised. Based on the current forecasts the losses will be fully
utilised over the next 4-7 years. A 10% change in the forecast profits would
alter the utilisation period by 1 year.

 

9.  Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to
equity shareholders by the weighted average number of ordinary shares in issue
during the year. The weighted average number of shares used excludes those
shares bought by the Group and held as own shares. For diluted earnings per
share the weighted average number of shares in issue is adjusted to assume
conversion of all potentially dilutive ordinary shares arising from unvested
share-based awards including share options.

 

                                             FY23   FY22
 Weighted average number of shares  Million  575.9  573.2
 Effect of dilutive securities      Million  6.4    6.4
 Diluted number of shares           Million  582.3  579.6

Underlying basic earnings per share figures are presented below, in addition
to the basic and diluted earnings per share, because the Directors consider
this gives a more relevant indication of underlying business performance and
reflects the adjustments to basic earnings per share for the impact of
specific adjusting items (see note 3) and tax thereon.

 

Underlying EPS

                                                                                    FY23   FY22
 Profit attributable to the owners of the Company                       £ million   154.4  90.0
 Remove (profit)/loss after tax in respect of specific adjusting items  £ million   (1.5)  28.1
 Underlying profit after taxation                                       £ million   152.9  118.1
 Weighted average number of shares                                      Million     575.9  573.2
 Underlying basic EPS                                                   Pence       26.5   20.6
 Diluted number of shares                                               Million     582.3  579.6
 Underlying diluted EPS                                                 Pence       26.3   20.4

 

Basic and diluted EPS

                                                                   FY23   FY22
 Profit attributable to the owners of the Company      £ million   154.4  90.0
 Weighted average number of shares                     Million     575.9  573.2
 Basic EPS - total Group                               Pence       26.8   15.7
 Diluted number of shares                              Million     582.3  579.6
 Diluted EPS - total Group  Pence                                  26.5   15.5

 

 

10. Cash flows from operations

 All figures in £ million                                                    FY23    FY22^
 Profit after tax for the year                                               154.4   90.0
 Adjustments for:
 Taxation expense                                                            37.6    35.9
 Net finance income                                                          (3.3)   (3.1)
 (Gain)/loss on disposal of businesses                                       (15.9)  0.9
 Loss on disposal of plant and equipment                                     0.2     -
 Gain on sale of property                                                    (2.0)   (0.7)
 Impairment of plant and equipment                                           -       0.5
 Impairment of property                                                      -       1.2
 Amortisation of purchased or internally developed intangible assets         7.5     5.4
 Amortisation of intangible assets arising from acquisitions                 15.6    10.7
 Depreciation of property, plant and equipment                               51.5    46.2
 Share of post-tax profit of equity accounted entities                       (0.8)   (0.3)
 Share-based payments charge                                                 6.1     7.4
 Retirement benefit contributions in excess of income statement expense      (1.6)   (1.8)
 Pension past service cost                                                   -       2.4
 Fair value adjustment in respect of contingent consideration                -       (0.6)
 Net movement in provisions                                                  (1.0)   (1.0)
                                                                             248.3   193.1
 (Increase)/decrease in inventories                                          (9.6)   1.4
 Increase in receivables                                                     (56.7)  (13.0)
 Increase in payables                                                        58.6    33.6
 Changes in working capital                                                  (7.7)   22.0
 Net cash flow from operations                                               240.6   215.1

 

 

Reconciliation of net cash flow from operations to underlying net cash flow
from operations and to free cash flow

 All figures in £ million                                                        FY23     FY22^
 Net cash flow from operations                                                   240.6    215.1
 Add back specific adjusting item: digital investment                            5.8      1.9
 Add back specific adjusting item: restructuring costs                           5.0      -
 Add back specific adjusting item: acquisition integration and remuneration      2.3      -
 costs
 Add back specific adjusting item: acquisition transaction costs                 16.4     3.7
 Underlying net cash flow from operations                                        270.1    220.7
 Less: tax and net interest payments                                             (34.6)   (26.4)
 Less: purchases of intangible assets and property, plant and equipment          (109.0)   (84.3)
 Free cash flow                                                                  126.5    110.0

 

Underlying cash conversion ratio

                                                            FY23   FY22^
 Underlying EBITDA - £ million                              255.3  195.7
 Underlying net cash flow from operations - £ million       270.1  220.7
 Underlying cash conversion ratio - %                       106%   113%

^ Prior year comparatives have been restated due to a change in accounting
policy for Research and Development Expenditure Credits (RDEC). See note 20
for details.

11. Net (debt)/cash

 All figures in £ million                           31 March  31 March

                                                     2023      2022
 Current financial assets/(liabilities)
 Deferred financing costs                           1.3       0.4
 Derivative financial assets                        4.4       0.2
 Lease liabilities                                  (7.6)     (5.5)
 Derivative financial liabilities                   (0.6)      (1.4)
 Total current net financial liabilities            (2.5)     (6.3)
 Non-current financial assets/(liabilities)
 Deferred financing costs                           1.5       0.5
 Derivative financial assets                        4.7       -
 Lease liabilities                                  (23.7)    (16.6)
 Borrowings - Term loan                             (337.6)   -
 Derivative financial liabilities                   (0.5)     (0.6)
 Total non-current net financial liabilities        (355.6)   (16.7)
 Total net financial liabilities                    (358.1)   (23.0)
 Total cash and cash equivalents                    151.2     248.1
 Total net (debt)/cash as defined by the Group      (206.9)   225.1

 

12. Financial risk management

The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:

Level 1 - measured using quoted prices (unadjusted) in active markets for
identical assets or liabilities;

Level 2 - measured using inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices). Level 2 derivatives comprise
forward foreign exchange contracts which have been fair valued using forward
exchange rates that are quoted in an active market; and interest rate swaps
which have been fair valued using interest rates that are quoted in an active
market

Level 3 - measured using inputs for the assets or liability that are not based
on observable market data (i.e. unobservable inputs).

The following table presents the Group's assets and liabilities that are
measured at fair value as at 31 March 2023:

 

 All figures in £ million                      Level 1  Level 2  Level 3  Total
 Assets:
 Current derivative financial instruments      -        4.4      -        4.4
 Non-current derivative financial instruments  -        4.7      -        4.7

 Liabilities:
 Current derivative financial instruments      -        (0.6)    -        (0.6)
 Non-current derivative financial instruments  -        (0.5)    -        (0.5)
 Total                                         -        8.0      -        8.0

 

The following table presents the Group's assets and liabilities that are
measured at fair value at 31 March 2022:

 

 All figures in £ million                      Level 1  Level 2  Level 3  Total
 Assets:
 Current derivative financial instruments      -        0.2      -        0.2
 Non-current derivative financial instruments  -        -        -        -

 Liabilities:
 Current derivative financial instruments      -        (1.4)    -        (1.4)
 Non-current derivative financial instruments  -        (0.6)    -        (0.6)
 Total                                         -        (1.8)    -        (1.8)

 

For cash and cash equivalents, trade and other receivables and bank and
current borrowings, the fair value of the financial instruments approximate to
their carrying value as a result of the short maturity periods of these
financial instruments. For trade and other receivables, allowances are made
within the carrying value for credit risk. For other financial instruments,
the fair value is based on market value, where available. Where market values
are not available, the fair values have been calculated by discounting cash
flows to net present value using prevailing market-based interest rates
translated at the year-end rates, except for unlisted fixed asset investments
where fair value equals carrying value. There have been no transfers between
levels.

13.  Dividends

An analysis of the dividends paid and proposed in respect of the years ended
31 March 2023 and 31 March 2022 is provided below:

                                         Pence per share  £m    Date paid/payable
 Interim 2023                            2.4              13.8  Feb 2023*
 Final 2023 (proposed)                   5.3              30.6  Aug 2023
 Total for the year ended 31 March 2023  7.7              44.4

 Interim 2022                            2.3              13.2  Feb 2022
 Final 2022                              5.0              28.8  Aug 2022*
 Total for the year ended 31 March 2022  7.3              42.0

*Total cash paid in the year to 31 March 2023 was £42.6m (FY22: £40.2m).

 

The proposed final dividend in respect of the year ending 31 March 2023 will
be paid on 24 August 2023. The ex-dividend date is 27 July 2023 and the record
date is 28 July 2023.

 

14. Goodwill

 All figures in £ million    31 March 2023  31 March 2022
 Cost
 At 1 April                  296.1          287.6
 Acquisitions                267.7          -
 Disposals                   (5.6)          -
 Foreign exchange            4.5            8.5
 At 31 March                 562.7          296.1

 Accumulated impairment
 At 1 April                  (146.7)        (142.1)
 Foreign exchange            (7.0)          (4.6)
 At 31 March                 (153.7)        (146.7)

 Net book value at 31 March  409.0          149.4

 

Goodwill analysed by cash-generating unit (CGU)

Goodwill is allocated across six cash generating units within the EMEA
Services segment and four CGUs within the Global Products segment. The full
list of CGUs that have goodwill allocated to them is as follows:

 All figures in £ million           Primary reporting segment  31 March 2023  31 March 2022
 US Technology Solutions            Global Products            44.1           41.5
 US C5ISR                           Global Products            36.8           34.6
 Target Systems                     Global Products            24.5           24.7
 Space Products                     Global Products            -              5.6
 Avantus Federal LLC                Global Products            257.8          -
 QinetiQ Germany                    EMEA services              2.7            2.6
 Inzpire                            EMEA services              11.7           11.7
 QinetiQ Training & Simulation      EMEA services              7.8            7.8
 Naimuri                            EMEA services              14.8           14.8
 Australia                          EMEA Services              5.8            6.1
 Air Affairs Australia              EMEA Services              3.0            -
 Net book value at 31 March                                    409.0          149.4

 

Goodwill is attributable to the excess of consideration over the fair value of
net assets acquired and includes expected synergies, future growth prospects
and employee knowledge, expertise and security clearances. The Group tests
each CGU for impairment annually, or more frequently if there are indications
that goodwill might be impaired. Impairment testing is dependent on
management's estimates and judgements, particularly as they relate to the
forecasting of future cash flows, the discount rates selected and expected
long-term growth rates. As a result of impairment in prior years, QinetiQ
Germany has limited headroom and a critical sensitivity is discussed further
below. For all other CGUs, management considers that there are no likely
variations in the key assumptions which would lead to an impairment being
recognised.

 

Key assumptions

Cash flows

The value-in-use calculations generally use discounted future cash flows based
on financial plans approved by the Board covering a five-year period (aligned
with the Group's Integrated Strategic Business Plan process and the
longer-term viability assessment period). These are 'bottom-up' forecasts
based on detailed analysis by contract for the revenue under contract and by
opportunity for the pipeline. Pipeline opportunities are categorised as 'base
case' and 'high case' by management and only 'base case' opportunities are
included in the financial plans used for the value in-use calculations.

 

Cash flows beyond these periods are extrapolated based on the last year of the
plans, with a terminal growth-rate assumption applied.

 

Terminal growth rates and discount rates

The specific plans for each of the CGUs have been extrapolated using the
terminal growth rates as detailed below. Growth rates are based on
management's estimates which take into consideration the long-term nature of
the industry in which the CGUs operate and external forecasts as to the likely
growth of the industry in the longer term. The discount rates used are
calculated based on the weighted average cost of capital of a portfolio of
comparable companies, adjusted for risks specific to the market
characteristics of each CGU, on a pre-tax basis. This is considered an
appropriate estimate of a market participant discount rate.

 

 All figures %           US Technology Solutions  Target Systems  US Avantus  US C5ISR     Inzpire      Australia   Air Affairs Australia  QinetiQ Germany  QinetiQ Training & Simulation      Naimuri

 31 March 2023: (2022)
 Terminal growth rate    2.3 (2.3)                2.2 (2.1)       2.3 (n/a)   2.3 (2.3)    2.2 (2.1)    2.3 (2.3)   2.3 (n/a)              2.2 (1.6)        2.2 (2.1)                          2.2 (2.1)
 Pre-tax discount rate   11.1 (10.8)              10.9 (11.6)     11.2 (n/a)  11.2 (10.8)  12.0 (12.2)  12.9 (9.4)  12.9 (n/a)             8.9 (9.1)        10.9 (11.5)                        11.8 (12.2)

 

Sensitivity analysis shows that the value of the terminal year cash flow, the
discount rate and the terminal growth rates have a significant impact on the
value of the discounted cash flows. Sensitivities are provided below for each
of the CGUs.

Significant CGUs

US Technology Solutions

The carrying value of the goodwill for the US Technology Solutions CGU was
£44.1m as at 31 March 2023 (2022: £41.5m). The recoverable amount of this
CGU as at 31 March 2023, based on value in use and calculated using the
assumptions noted above, is higher than the carrying value of net operating
assets (of £111.7m). The key sensitivity impacting on the value in use
calculations is the terminal year cash flows. These cash flows include certain
assumptions around growth of new product lines in development, with clear
market opportunity, and winning identified future government contracts. US
organic revenue grew by 25% compared to prior year, following a year of
decline in FY22 which was impacted by the US defence budget being constrained
by the extended Continuing Resolution.

 

Confidence remains in continued growth into FY24 having secured significant
growth in order intake in H2 FY22 and FY23 which, coupled with the new
leadership team provides a strong foundation for delivery of our strategy in
the US. An increase in the discount rate of 1%, a decrease in the terminal
growth rate of 1% or a decrease in the terminal year cash flows of $2.0m, all
of which are reasonably possible changes, would not cause the net operating
assets to exceed their recoverable amount.

 

US C5ISR

The carrying value of the goodwill for the US C5ISR CGU as at 31 March 2023
was £36.8m (2022: £34.6m). The recoverable amount of this CGU as at 31 March
2023, based on value in use and calculated using the assumptions noted above,
is higher than the carrying value of net operating assets (of £88.9m). The
key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
$2.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

Target Systems

The carrying value of the goodwill for the Target Systems CGU as at 31 March
2023 was £24.5m (2022: £24.7m). The recoverable amount of this CGU as at 31
March 2023, based on value in use and calculated using the assumptions noted
above, is higher than the carrying value of net operating assets (of £88.6m).
The key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
£2.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

Germany

The carrying value of the goodwill for the Germany CGU as at 31 March 2023 was
£2.7m (2022: £2.6m). The current forecasts result in the recoverable amount
based on the value in use calculations being £6.4m higher than the carrying
value of assets. Confidence remains in the business prospects over the next
five years, with a new leadership team on board and a healthy pipeline of
opportunities.

 

The key sensitivity impacting on the value in use calculations is the terminal
year cash flows. These cash flows include certain assumptions around
utilisation of aircraft, renewal of existing contracts and successful winning
of new business opportunities.  A reduction in the terminal value year cash
flows of €3m, which would be a reasonably possible change, would lead to an
impairment of the £2.7m carrying value of goodwill together with an
impairment charge against the carrying value of intangible assets of
approximately £12.8m. An increase in the discount rate of 1% or a decrease in
the terminal growth rate of 1%, both of which are also reasonably possible
changes, would result in an impairment of £4.1m and £2.1m respectively.

 

Inzpire

The carrying value of the goodwill for the Inzpire CGU as at 31 March 2023 was
£11.7m (2022: £11.7m). The recoverable amount of this CGU as at 31 March
2023, based on value in use and calculated using the assumptions noted above,
is higher than the carrying value of net operating assets (of £23.3m). The
key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
£1.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

Naimuri

The carrying value of the goodwill for the Naimuri CGU as at 31 March 2023 was
£14.8m (2022: £14.8m). The recoverable amount of this CGU as at 31 March
2023, based on value in use and calculated using the assumptions noted above,
is higher than the carrying value of net operating assets (of £25.3m). The
key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
£1.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

Australia

The carrying value of the goodwill for the Australia CGU, as at 31 March 2023
was £5.8m (2022: £6.1m). The recoverable amount of this CGU as at 31 March
2023, based on value in use and calculated using the assumptions noted above,
is higher than the carrying value of net operating assets (of £10.8m). The
key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
A$2.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

Avantus

The carrying value of the goodwill for the Avantus CGU, which was acquired
during the year, as at 31 March 2023 was £257.8m. The recoverable amount of
this CGU as at 31 March 2023, based on value in use and calculated using the
assumptions noted above, is higher than the carrying value of net operating
assets (of £431.1m). The key sensitivity impacting on the value in use
calculations is the terminal year cash flows. An increase in the discount rate
of 1%, a decrease in the terminal growth rate of 1% or a decrease in the
terminal year cash flows of $2.0m, all of which are reasonably possible
changes, would not cause the net operating assets to exceed their recoverable
amount.

 

Air Affairs Australia

The carrying value of the goodwill for the Air Affairs Australia CGU, which
was acquired during the year, as at 31 March 2023 was £3.0m. The recoverable
amount of this CGU as at 31 March 2023, based on value in use and calculated
using the assumptions noted above, is higher than the carrying value of net
operating assets (of £35.9m). The key sensitivity impacting on the value in
use calculations is the terminal year cash flows. An increase in the discount
rate of 1%, a decrease in the terminal growth rate of 1% or a decrease in the
terminal year cash flows of A$1.0m, all of which are reasonably possible
changes, would not cause the net operating assets to exceed their recoverable
amount.

 

QinetiQ Training and Simulation

The carrying value of the goodwill for the QinetiQ Training and Simulation CGU
as at 31 March 2023 was £7.8m. The recoverable amount of this CGU as at 31
March 2023, based on value in use and calculated using the assumptions noted
above, is higher than the carrying value of net operating assets (of £14.1m).
The key sensitivity impacting on the value in use calculations is the terminal
year cash flows. An increase in the discount rate of 1%, a decrease in the
terminal growth rate of 1% or a decrease in the terminal year cash flows of
£1.0m, all of which are reasonably possible changes, would not cause the net
operating assets to exceed their recoverable amount.

 

15. Post-retirement benefits

In the UK the Group operates the QinetiQ Pension Scheme  ('the Scheme') for
approximately one fifth of its UK employees. The Scheme closed to future
accrual on 31 October 2013 and there is no on-going service cost. After this
date, defined benefit members transferred to a defined contribution section of
the Scheme. The Scheme is a final salary plan, which provides benefits to
members in the form of a guaranteed level of pension payable for life. The
Scheme is in a net asset position with the market value of assets in excess of
the present value of Scheme liabilities. These have the values set out below
as at 31 March of each year end.

 

 All figures in £ million                                                            FY23       FY22
 Total market value of assets - see following table for analysis by category of      1,355.2    2,065.7
 asset
 Present value of Scheme liabilities                                                 (1,235.4)  (1,703.5)
 Net pension asset before deferred tax                                               119.8      362.2
 Deferred tax liability                                                              (35.4)     (96.4)
 Net pension asset after deferred tax                                                84.4       265.8

 
The balance sheet net pension asset is a snapshot view which can be significantly influenced by short-term market factors. The calculation of the net asset depends on factors which are beyond the control of the Group - principally the value at the balance sheet date of the various categories of assets in which the Scheme has invested and long-term interest rates and inflation rates used to value the Scheme liabilities.

 

The key driver for the decrease in the net pension asset since the March 2022
year end was the turmoil in financial markets following the Government's
'mini-budget' in September 2022, particularly a sharp increase in gilt yields
(and reduced gilt prices). Prior to the 'mini-budget' the Scheme was 100%
hedged on both interest rate and inflation risk, and significant levels of
collateral were required to maintain such hedging levels. The spike in gilt
yields in October 2022 eroded the collateral required to be held in the LDI
portfolio to such an extent that the hedges needed to be reduced to a lower
level, covering approximately 65% of the interest rate risk and 80% of the
inflation rate risk. Subsequent falls in gilt yields meant that, as interest
rate risk was then 35% unhedged, the Scheme suffered a loss in value. This
reduced level of hedging was maintained through to 31 March 2023, as measured
on the Trustees' gilt-funded basis. Over the course of the year, the fall in
value of assets across the whole investment portfolio (primarily LDI-related
collateral) was in excess of the reduction in Scheme liabilities (which also
fell substantially, primarily due to an increase in the discount rate).

 

Total expense recognised in the income statement

 All figures in £ million                                                         FY23   FY22
 Net finance income                                                               9.9    4.5
 Past service cost                                                                -      (2.4)
 Administrative expenses                                                          (1.4)  (1.1)
 Total net income recognised in the income statement (gross of deferred tax)      8.5    1.0

 

Movement in the net pension asset

The movement in the net pension asset (before deferred tax) is set out below:

 All figures in £ million           FY23     FY22
 Opening net pension asset          362.2    214.3
 Net finance income                 9.9      4.5
 Net actuarial (loss)/gain          (253.9)  144.0
 Administration expenses            (1.4)    (1.1)
 Past service cost                  -        (2.4)
 Contributions by the employer      3.0      2.9
 Closing net pension asset          119.8    362.2

 

The fair value of the Scheme's assets, which are not intended to be realised
in the short term and may be subject to significant change before they are
realised, were:

 

 All figures in £ million              31 March 2023                                    31 March 2022
                               Quoted  Not quoted in an active market  Total    Quoted  Not quoted in an active market  Total
 Equities                      177.4   32.9                            210.3    176.1   44.7                            220.8
 Liability Driven Investment   227.2   -                               227.2    291.8   -                               291.8
 Asset backed securities(1)    4.3     -                               4.3      501.7   -                               501.7
 Alternative bonds(2)          -       256.4                           256.4    -       208.6                           208.6
 Corporate bonds(3)            -       117.6                           117.6    -       97.4                            97.4
 Property fund                 -       -                               -        -       29.5                            29.5
 Cash and cash equivalents     -       17.2                            17.2     -       78.5                            78.5
 Derivatives                   -       6.7                             6.7      -       (8.5)                           (8.5)
 Insurance buy-in policies     -       515.5                           515.5    -       645.9                           645.9
 Total market value of assets  408.9   946.3                           1,355.2  969.6   1,096.1                         2,065.7

( )

(1)Asset backed securities are used as collateral for the LDI. As gilt yields
spiked during the year, the LDI drew down on significant levels of security,
causing the year on year drop shown above.

(2)Primarily private market debt investments.

(3)Unlisted corporate bonds with commercial property held as security.

Per the Scheme rules the Company has an unconditional right to a refund of any
surplus, assuming gradual settlement of all liabilities over time. Such
surplus may arise on cessation of the Scheme in the context of IFRIC 14
paragraphs 11(b) and 12 and therefore the full net pension asset can be
recognised on the Group's balance sheet and the Group's minimum funding
commitments to the Scheme do not give rise to an additional balance sheet
liability.

 

Assumptions

The major assumptions used in the IAS 19 valuations of the Scheme were:

                                              31 March 2023                       31 March 2022
                                              Insured members  Uninsured members  Insured members  Uninsured members
 Discount rate applied to Scheme liabilities  4.80%            4.65%              2.80%            2.70%
 CPI inflation assumption                     2.55%            2.70%              3.00%            2.90%
 Net rate (discount rate less inflation)      2.25%            1.95%              (0.20%)          (0.20%)
 Assumed life expectancies in years:
   At 60 for males currently aged 40          n/a              27.9               n/a              28.4
   At 60 for females currently aged 40        n/a              30.3               n/a              30.7
   At 60 for males currently aged 60          n/a              26.2               n/a              26.7
   At 60 for females currently aged 60        n/a              28.2               n/a              28.6
   At 65 for males currently aged 65          21.6             n/a                22.0             n/a
   At 65 for females currently aged 65        23.3             n/a                23.7             n/a

 

 

The sensitivity of the gross Scheme liabilities to each of the key assumptions
is shown in the following table:

 Key assumptions                       Indicative impact on Scheme assets  Indicative impact on Scheme liabilities  Indicative impact on net pension asset
 Increase discount rate by 0.1%        Decrease by £7.0m                   Decrease by £21.7m                       Decrease by £14.7m
 Increase rate of inflation by 0.1%    Increase by £5.5m                   Increase by £20.6m                       Increase by £15.1m
 Increase life expectancy by one year  Increase by £14.3m                  Increase by £34.0m                       Decrease by £19.7m

 

The impact of movements in Scheme liabilities will, to an extent, be offset by
movements in the value of Scheme assets as the Scheme has assets invested in a
Liability Driven Investment portfolio. As at 31 March 2022 this portfolio
hedged against approximately 95% of the interest rate and also 95% of the
inflation rate risk, as measured on the Trustees' gilt-funded basis. During
the current financial year, due to the increased volatility in gilt yields and
reflecting increased liquidity requirements for Schemes running LDI
portfolios, the hedges have been amended to cover approximately 65% of the
interest rate risk and 80% of the inflation rate risk as at 31 March 2023, as
measured on the Trustees' gilt-funded basis.

The above sensitivity analyses are based on a change in an assumption while
holding all other assumptions constant. In practice, this is unlikely to
occur, and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (projected unit credit method) has been
applied as when calculating the pension liability recognised within the
statement of financial position. The methods and types of assumption did not
change.

In addition to the sensitivity of the liability side of the net pension asset
(which will impact the value of the net pension surplus) the net pension asset
is also exposed to significant variation due to changes in the fair value of
Scheme assets. A specific sensitivity on assets has not been included in the
above table but any change in valuation of assets flows straight through to
the value of the net pension asset e.g. if equities fall by £10m then the net
pension asset falls by £10m. The values of unquoted assets assume that an
available buyer is willing to purchase those assets at that value. For the
Group's portfolio of assets, the unquoted alternative bonds of £256.4m; the
unquoted corporate bonds of £117.6m and the unquoted equities of £32.9m are
the assets with most uncertainty as to valuation as at 31 March 2023.

The accounting assumptions noted are used to calculate the year end net
pension asset in accordance with the relevant accounting standard, IAS 19
(revised) 'Employee Benefits'. Changes in these assumptions have no impact on
the Group's cash payments into the scheme. The payments into the scheme are
reassessed after every triennial valuation. The triennial valuations are
calculated on a funding basis and use a different set of assumptions, as
agreed with the pension Trustees. The key assumption that varies between the
two methods of valuation is the discount rate. The funding basis valuation
uses the risk-free rate from UK gilts as the base for calculating the discount
rate, whilst the IAS 19 accounting basis valuation uses corporate bond yields
as the base.

 

Risks

Through its defined benefit pension plan, the Group is exposed to a number of
risks in respect to the valuation of the Scheme, the most significant of which
are detailed below:

 

Volatility in market conditions

Results under IAS 19 can change dramatically depending on market conditions.
The present value of Scheme liabilities is linked to yields on corporate
bonds, while many of the assets of the Scheme are invested in various forms of
assets subject to fluctuating valuations. Changing markets in conjunction with
discount rate volatility will lead to volatility in the net pension asset on
the Group's balance sheet and in other comprehensive income. To a lesser
extent this will also lead to volatility in the IAS 19 pension net finance
income in the Group's income statement.

 

Choice of accounting assumptions

The calculation of the present value of Scheme liabilities involves projecting
future cash flows from the Scheme many years into the future. This means that
the assumptions used can have a material impact on the balance sheet position
and profit and loss charge. In practice future experience within the Scheme
may not be in line with the assumptions adopted. For example, members could
live longer than foreseen or inflation could be higher or lower than allowed
for in the calculation of the liabilities.

 

16. Own shares and share-based awards

Own shares represent shares in the Company that are held by independent trusts
and include treasury shares and shares held by the employee share ownership
plan. Included in retained earnings are 4,208,899 shares (FY22: 6,816,291
shares). In the year ended 31 March 2023 the Group granted/awarded 1.5m new
share-based awards to employees (FY22: 1.3m).

 

 

17. Contingent liabilities and assets

Subsidiary undertakings within the Group have given unsecured guarantees of
£33.6m at 31 March 2023 (31 March 2022: £37.2m) in the ordinary course of
business, typically in respect of performance bonds and rental guarantees.

 

The Company has on occasion been required to take legal action to protect its
intellectual property rights, to enforce commercial contracts or otherwise and
similarly to defend itself against proceedings brought by other parties,
including in respect of environmental and regulatory issues. Provisions are
made for the expected costs associated with such matters, based on past
experience of similar items and other known factors, taking into account
professional advice received, and represent management's best estimate of the
likely outcome. The timing of utilisation of these provisions is uncertain
pending the outcome of various court proceedings, ongoing investigations and
negotiations. However, no provision is made for proceedings which have been or
might be brought by other parties unless management, taking into account
professional advice received, assesses that it is more likely than not that
such proceedings may be successful. Contingent liabilities associated with
such proceedings have been identified but the Directors are of the opinion
that any associated claims that might be brought can be resisted successfully
and therefore the possibility of any outflow in settlement is assessed as
remote.

 

18. Related parties

During the year ended 31 March 2023 there were sales to associates and joint
ventures of £0.4m (FY22: £5.2m). At the year end there were outstanding
receivables from associates and joint ventures of £0.5m (FY22: £1.0m).

 

 

19. Capital commitments

The Group had the following capital commitments for which no provision has
been made:

 All figures in £ million     31 March 2023  31 March

                                             2022
 Total contracted             43.4           34.7

Capital commitments at 31 March 2023 include £21.2m (2022: £24.5m) in
relation to property, plant and equipment that will be wholly funded by a
third party customer under long-term contract arrangements. These primarily
relate to investments under the LTPA contract.

 

20.  Significant accounting policies

Basis of preparation

QinetiQ Group plc is a public limited company, which is listed on the London
Stock Exchange and is incorporated and domiciled in the United Kingdom.

 

Statutory Consolidated Financial Statements for the Group for the year ended
31 March 2022, prepared in accordance with adopted IFRS, have been delivered
to the Registrar of Companies. The auditors have reported on those accounts;
their report was (i) unqualified, (ii) did not include a reference to any
matters to which the auditors drew attention by way of any emphasis without
qualifying their opinion and (iii) did not contain a statement under Section
498 (2) or (3) of the Companies Act 2006. This preliminary announcement does
not constitute the Group's full financial statements for the year ended 31
March 2023. This report is based on the accounts which are approved by the
Board and will subsequently be filed with the Registrar of Companies in the
United Kingdom.

The financial information included within the preliminary announcement has
been prepared in accordance with UK-adopted International Accounting Standards
and with the requirements of the Companies Act 2006. The accounting policies
followed are the same, subject to the changes noted below under 'change in
accounting policies', as those published by the Group within its Annual Report
for the year ended 31 March 2022 which is available on the Group's website,
www.QinetiQ.com (http://www.QinetiQ.com) .

The preliminary announcement was approved by the Board of Directors on 25 May
2023. The financial information in this preliminary announcement does not
constitute the statutory accounts of QinetiQ Group plc ('the Company') within
the meaning of section 435 of the Act.

In the income statement, the Group presents specific adjusting items
separately. In the judgement of the Directors, for the reader to obtain a
proper understanding of the financial information, specific adjusting items
need to be disclosed separately because of their size and nature. Underlying
measures of performance exclude specific adjusting items. Specific adjusting
items include:

 

 Item                                                                         Distorting due to irregular nature year on year  Distorting due to fluctuating nature (size and sign)  Does not reflect in-year operational performance of continuing business
 Amortisation of intangible assets arising from acquisitions                                                                                                                         P
 Pension net finance income                                                                                                    P                                                     P
 Gains/losses on disposal of property and investments                         P                                                P                                                     P
 Transaction & integration costs in respect of business acquisitions and      P                                                                                                      P
 disposals
 Impairment of property and goodwill                                          P
 Digital investment                                                           P                                                P                                                     P
 Costs of group-wide restructuring programmes                                 P                                                P
 The tax impact of the above                                                  P                                                P                                                     P
 Other significant non-recurring tax and RDEC movements                       P                                                P                                                     P

 

All items treated as a specific adjusting item in the current and prior year
are detailed in note 3. These 'specific adjusting items' are of a
'non-operational' nature and do not include all significant, irregular items
that are of an operational nature, for example contract risk provisions, cost
of redundancy exercises and gains/losses on disposal of plant and equipment.
Such 'non-recurring trading items' are referred to in the business performance
narrative to aid readers from a 'quality of earnings perspective'. They are
considered by the Directors to be irregular but still part of our businesses'
normal 'operating' performance and are included within the KPIs used to
measure those business units (and total Group performance for remuneration
purposes).

 

Going concern basis

The Group meets its day-to-day working capital requirements through its
available cash funds and its bank facilities. The market conditions in which
the Group operates are expected to be challenging as spending from key
customers comes under pressure, however the Group enters the year with a very
strong balance sheet and a healthy order book. After making enquiries, the
Directors have a reasonable expectation that the Group is well-positioned to
manage its overall business risks successfully and has a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. The Group therefore continues to adopt
the going-concern basis in preparing its financial statements.

 

The Group is exposed to various risks and uncertainties, the principal ones
being summarised in the 'Principal risks and uncertainties' section.
Crystallisation of such risks, to the extent not fully mitigated, would lead
to a negative impact on the Group's financial results but none are deemed
sufficiently material to prevent the Group from continuing as a going concern
for at least the next 12 months.

 

Changes in accounting policies

 

Following a routine Financial Reporting Council ("FRC") review of the
consolidated financial statements for the year ended 31 March 2022, the Group
has changed its accounting policy relating to RDEC. The Group's accounting
policy has historically been to account for RDEC under IAS12 Income Tax, as a
credit within the tax charge. Following engagement with the FRC, and a review
of common market practice, the Group has now decided to account for RDEC as
other operating income under IAS20 Government grants.

 

The impact of this change is to move £6.2m of RDEC income for the year ending
31 March 2022 from the tax charge into other operating income. The impact on
the balance sheet and related notes is to reclassify a £12.0m receivable from
current tax payable to other receivables as at 31 March 2022 (£11.8m as at 31
March 2021) as well as £12.0m (£12.6m as at 31 March 2021) from current tax
to accrued expenses and other payables. There is an impact on net assets of
£2.0m as at both 31 March 2022 and 31 March 2021 due to the deferred income
impact of the updated income recognition under IAS12. There is nil impact on
profit after tax for FY22.

 

The following tables show the adjustments recognised for each individual line
item as at 31 March 2023, 31 March 2022 and 1 April 2021.

 

Impact on the balance sheet (extract) at 31 March 2023 and 31 March 2022

                                                       31 March 2023                                            31 March 2022
 All figures in £ million             Previous policy  Change in policy  As presented  As originally presented  Impact of restatement  Restated
 Assets/(liabilities)
 Other receivables                    27.9             15.4              43.3          26.8                     12.0                   38.8
 Accrued expenses and other payables  (153.8)          (12.9)            (166.7)       (139.5)                  (12.0)                 (151.5)
 Current tax payable                  3.7              (8.3)             (4.6)         (3.9)                    (2.0)                  (5.9)
 Deferred tax liability               (112.6)          0.6               (112.0)       (156.7)                                         (156.7)
 Other net assets                     1,208.3          -                 1,208.3       1,316.7                  -                      1,316.7
 Net assets                           973.5            (5.2)             968.3         1,043.4                  (2.0)                  1,041.4

 

Impact on the balance sheet (extract) at 1 April 2021

                                                                           1 April 2021
 All figures in £ million                         As originally presented  Impact of restatement  Restated
 Assets/(liabilities)
 Other receivables                                7.8                      11.8                   19.6
 Accrued expenses and other payables              (133.4)                  (12.6)                 (146.0)
 Current tax payable                              (2.5)                    (1.2)                  (3.7)
 Deferred tax liability                           (89.7)                   -                      (89.7)
 Other net assets                                 1,102.7                  -                      1,102.7
 Net assets                                       884.9                    (2.0)                  882.9

 

Impact on the income statement (extract)

The impact on the Group's consolidated income statement of applying the
restatement is set below:

 

                                                                     FY23                                             FY22
 All figures in £ million                                            Previous policy  Change in policy  As presented  As originally presented  Impact of restatement  Restated
 Operating profit                                                    135.8            37.0              172.8         117.5                    6.2                    123.7
 Gain/(loss) on business divestment                                  15.9             -                 15.9          (0.9)                    -                      (0.9)
 Finance income                                                      16.7             -                 16.7          5.0                      -                      5.0
 Finance expense                                                     (13.4)           -                 (13.4)        (1.9)                    -                      (1.9)
 Profit/(loss) before tax                                            155.0            37.0              192.0         119.7                    6.2                    125.9
 Taxation expense                                                    2.6              (40.2)            (37.6)        (29.7)                   (6.2)                  (35.9)
 Profit/(loss) for the year attributable to equity shareholders      157.6            (3.2)             154.4         90.0                     -                      90.0

 Impact on underlying measures of performance
 Operating profit from segments                                      178.9            -                 178.9         137.4                    -                      137.4
 Underlying operating profit                                         178.9            17.4              196.3         137.4                    6.2                    143.6

 

 

Glossary

 

 CPI     Consumer Price Index
 EBITDA  Earnings before interest, tax, depreciation and amortisation

 EBITA   Earnings before interest, tax and amortisation
 EPS     Earnings per share
 IAS     International Accounting Standards
 IFRS    International Financial Reporting Standards
 LTPA    Long Term Partnering Agreement: 25-year contract established in 2003 to manage
         the MOD's test and evaluation ranges
 MOD     UK Ministry of Defence
 SSRO    Single Source Regulations Office

 

Alternative performance measures ('APM's)

 

The Group uses various non-statutory measures of performance, or APMs. Such
APMs are used by management internally to monitor and manage the Group's
performance and also allow the reader to obtain a proper understanding of
performance (in conjunction with statutory financial measures of performance).
The APMs used by QinetiQ are set out below:

 

 Measure                                                        Explanation                                                                     Note reference to calculation or reconciliation to statutory measure
 Organic growth                                                 The level of year-on-year growth, expressed as a percentage, calculated at      Note 2
                                                                constant prior year foreign exchange rates, adjusting for business
                                                                acquisitions and disposals to reflect equivalent composition of the Group
 Operating profit from segments                                 Total operating profit from segments which excludes 'specific adjusting items'  Note 2
                                                                and research and development expenditure credits ('RDEC')
 Operating profit margin from segments                          Operating profit from segments expressed as a percentage of revenue             Note 2
 Underlying operating profit                                    Operating profit as adjusted to exclude 'specific adjusting items'              Note 2
 Underlying operating margin                                    Underlying operating profit expressed as a percentage of revenue                Note 2
 Underlying net finance income/expense                          Net finance income/expense as adjusted to exclude 'specific adjusting items'    Note 7
 Underlying profit before/after tax                             Profit before/after tax as adjusted to exclude 'specific adjusting items'       Note 8
 Underlying effective tax rate                                  The tax charge for the year excluding the tax impact of 'specific adjusting     Note 8
                                                                items' expressed as a percentage of underlying profit before tax
 Underlying basic and diluted EPS                               Basic and diluted earnings per share as adjusted to exclude 'specific           Note 9
                                                                adjusting items'
 Orders                                                         The level of new orders (and amendments to existing orders) booked in the year  N/A
 Backlog, funded backlog or order book                          The expected future value of revenue from contractually committed and funded    N/A
                                                                customer orders
 Book to bill ratio                                             Ratio of funded orders received in the year to revenue for the year, adjusted   N/A
                                                                to exclude revenue from the 25-year LTPA contract due to significant size and
                                                                timing differences of LTPA order and revenue recognition which distort the
                                                                ratio calculation
 Underlying net cash flow from operations                       Net cash flow from operations before cash flows of specific adjusting items     Note 10
 Underlying operating cash conversion or cash conversion ratio  The ratio of underlying net cash from operations to underlying EBITDA.          Note 10
 Free cash flow                                                 Underlying net cash flow from operations less net tax and interest payments     Note 10
                                                                less purchases of intangible assets and property, plant and equipment plus
                                                                proceeds from disposals of plant and equipment
 Net cash                                                       Net cash as defined by the Group combines cash and cash equivalents with other  Note 11
                                                                financial assets and liabilities, primarily available for sale investments,
                                                                derivative financial instruments and lease liabilities
 Return on capital employed                                     Calculated as: Underlying EBITA / (average capital employed less net pension    CFO Review
                                                                asset), where average capital employed is defined as shareholders equity plus
                                                                net debt (or minus net cash)
 Specific adjusting items                                       Amortisation of intangible assets arising from acquisitions; impairment of      Note 3
                                                                property and goodwill; gains/losses on disposal of property, investments and
                                                                businesses; net pension finance income; transaction and integration costs in
                                                                respect of business acquisitions; digital investment; tax impact of the
                                                                preceding items and significant non-recurring tax and RDEC movements
 FY                                                             The financial year ended 31 March                                               n/a

 

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