REG - Triad Group Plc - Final Results
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RNS Number : 8725M Triad Group Plc 16 June 2025
Legal Entity Identifier (LEI) No. 213800MDNBFVEQEN1G84
Triad Group Plc ("Triad" or "the Company")
Audited results for the year ended 31 March 2025
(Company number: 02285049)
Triad Group Plc is pleased to announce its audited results for the year ended
31 March 2025.
The Board is proposing a final dividend of 4p per share, bringing the total
dividend to 6p per share for the financial year. The dividend is subject to
shareholder approval at the Annual General Meeting ("AGM"), and details of the
AGM will be announced at the appropriate time.
For further information, please contact:
Triad Group Plc
James McDonald
Finance Director and Company Secretary
Tel: 01908 278450
Zeus Capital Limited
Alexandra Campbell-Harris
Tel: 020 7614 5900
Strategic report
Financial highlights
Year ended Year ended Difference
31 March 2025
31 March 2024
Revenue £21.4m £14.0m +£7.4m
Gross Profit £6.1m £2.8m +£3.3m
Gross Profit % 28.6% 20.1% +8.5%
EBITDA/(LBITDA) £1.7m (£1.0m) +£2.7m
Profit/(Loss) before tax £1.5m (£1.3m) +£2.8m
Profit/(Loss) after tax £1.7m (£1.0m) +£2.7m
Cash reserves £3.4m £2.1m +£1.3m
Basic earnings/(loss) per share 9.93p (6.10p) 16.03p
Final dividend - proposed 4p 4p -
Chairman's statement
Dr John Rigg
Financial headlines
For the year ended 31 March 2025 the Group reports revenue of £21.4m (2024:
£14.0m). The gross profit as a percentage of revenue has increased to 28.6%
(2024: 20.1%) due to increased consultancy business and the improved
utilisation of permanent consultants. The profit before tax was £1.5m (2024:
loss before tax £1.3m) and the profit after tax was £1.7m (2024: loss after
tax £1.0m). Cash reserves have increased to £3.4m (2024: £2.1m).
Profitability continued to improve throughout the year with the second half,
despite being negatively impacted by seasonally low revenue generating months,
produced a larger unaudited profit than that of the first half of the year.
Preceding the start of the year, the number of fee earning consultants had
increased significantly to service new business wins. By the close of the
year, matching new hires with new assignments, the continued work winning
focus efforts resulted in the number of fee earning consultants increasing to
147 (2024:116).
Cash balances grew in line with much-improved profitability which continued to
gain momentum during the year and comfortably covered the dividend
distribution to shareholders. In the year, there were no bad debts (2024: nil)
and the Group expects that cash balances will continue to grow in-line with
profitability, supporting both future trading activities and dividends.
Overview of results
In my Chairman's Statement accompanying the Annual Report and Accounts for
2023/24, I referred to a sound and sustainable transformation in the Company's
performance. The twelve months' results for the period ended 31 March 2025,
reported today, demonstrate that my confidence has again not been misplaced.
These results illustrate the same features as I referred to a year ago in
terms of value for money, effective delivery, and the quality and reliability
of our long-term support for all our clients. Our watchwords are consistency
and continuity.
During the period, we have won substantial amounts of high quality and
long-term new business, and extensions to existing business. Our client base
(who hold us in very high regard) is growing nicely, largely as a result of
high quality performance which we have achieved and demonstrated.
Our cash balance continues to strengthen, reflecting the increase in profits.
This year the traditional slight downturn following the year end of March
31(st) has been largely mitigated by the increased volume and increased
resilience of business activity. The new business won during the period has
contributed greatly to this, and it is giving us a flying start to the new
financial year.
Our recruitment activity, targeted at people of the highest technical quality,
is continuing apace and our numbers of highly skilled staff are steadily
increasing as a result.
Further detail follows in the Managing Director's statement below.
Dividend
Recognising the strength of our business development performance this year and
the Company's confidence in the long-term future, the Board proposes a final
dividend of 4p per share (2024: 4p per share), which together with the interim
dividend already paid of 2p per share (2024: 2p per share), totals 6p per
share for the financial year (2024: 6p per share).
Employees
On behalf of the Board of Directors, I would like to thank all of the staff,
both new and established, for their commitment and contribution during another
very important year.
Dr John Rigg
Executive Chairman
13 June 2025
Managing Director's statement
Adrian Leer
Business commentary
I am delighted by the Company's performance during the last financial year.
The results demonstrate the success of our strategy to transition into a
pure-play consultancy, and the highlights are impressive.
Revenue has increased by more than 50%, gross profit has more than doubled,
and the gross profit % has increased to 28.6% - the highest it has been for
many years. As a result of these positive movements, profit was £1.5m before
tax, a swing of £2.8m from last year's position.
Headcount increased from 136 at the end of last year to 167 at the end of the
period. Our operating model remained lean and efficient. The growth in
capacity and revenue was achieved without any increase to indirect headcount;
all 31 new starters were delivery consultants.
The solidity to the performance is particularly pleasing. We are operating
across multiple large organisations. On most assignments we have strength in
depth, with 10+ consultants deployed on many engagements. And the skillsets we
are deploying cover all the core areas of digital delivery.
A commercial highlight of the year was to win one of the four slots awarded by
Integrated Corporate Services (ICS) to suppliers for technical and operational
service support for digital projects at the Department for Energy Security and
Net Zero (DESNZ) and Department for Science, Innovation and Technology. Given
that the work will be distributed equally among the four suppliers, the other
three of whom are all major international players, the Company is justifiably
proud of this achievement.
Operational highlights
A core strength is the Company's ability to create digital services that
enable Government policy. Founded on outstanding research and analytical
skills, underpinned by architecture and development expertise, and
orchestrated by robust delivery management capabilities, we successfully led
several governmental initiatives around clean heat, sustainable aviation fuel,
and industrial decarbonisation.
As part of our work for ICS, we worked on specific schemes as well as
platforms to make the allocation of grants and discounts more efficient and
targeted.
Law enforcement continued to play a prominent role, both nationally and with
local forces. We were especially proud to help Cumbria Police launch their new
record management system (RMS), Mark 43. The launch of Mark 43 signalled an
important step forward in diversifying the RMS landscape within UK policing.
The Company's reach went global thanks to the work we delivered on behalf of
the Foreign, Commonwealth & Development Office where we helped to keep
diplomats around the world safe and connected by improved digital services.
The Company also continued to provide extensive support to the Office for
Product Safety & Standards (OPSS), developing a range of products and
services which keep UK consumers safe from defective goods. By developing the
OPSS technical strategy in partnership with the OPSS digital team, we enabled
them to plot the course towards increased digital leadership in a fast-moving
external environment.
The Company's cadre of project management professionals were busy delivering
projects and programmes, large and small, on behalf of the Justice Digital
group at Ministry of Justice. A significant number of staff have been involved
in the roll-out of new digital capabilities within prisons, designed to
improve outcomes for offenders through the delivery of enhanced educational
opportunities.
Elsewhere, our business analysis and architecture practice continued to lend
support to the Met Office as it pursues its ambitious modernisation plans to
embrace the potential of world-class super-computing facilities whilst dealing
effectively with its legacy estate.
A rich mix of clients and engagements also brought with it a variety of
technical opportunities. During the year, the Company saw increased
application of AI across client delivery. The company also delivered more work
using platforms such as Salesforce and Microsoft's Power Platform, clearly
demonstrating Government's emphasis on efficiency and speed. For more complex
situations, the Company's technical specialists continued to deliver bespoke
solutions. Using a range of products, we reinforced our position as a
technology-agnostic consultancy determined to find the right solutions for our
clients' problems.
Many of our client engagements come with a commitment to creating social
value, and the Company embraced these obligations with relish. Highlights
included volunteering work that led to the clearance of an important stretch
of Buckinghamshire canal, and the planting of several hundred "Triad trees" in
the beautiful Lake District. I was also particularly proud to be joined by 16
colleagues in October, sleeping out in London to support Action for Children's
"Boycott your Bed" campaign.
Outlook
The Company is focused on building upon the platform created, with an emphasis
on driving value from our impressive portfolio of clients whilst carefully
targeting new business that maintains momentum.
We have good visibility of future work for existing clients, with further
recruitment underway to match demand. We were delighted to start the new year
with a substantial contract to continue providing resources and capabilities
into OPSS. This outcome reflects the quality of our people and the work they
do. It also typifies the outstanding contribution made by everyone within the
Company during one of our most successful years in recent history.
Adrian Leer
Managing Director
13 June 2025
Organisation overview
Triad Group Plc is engaged in the provision of information technology
consultants to deliver technology-enabled business change to organisations in
the public sector, private sector, and not-for-profit sector.
Business model
The Group provides a range of consultancy services to clients to help them
deliver a tangible return on their investment in technology. Our primary
engagement model is to deliver these services via our permanent consultants,
sometimes augmented by carefully selected associates. This is mainly on a time
and materials basis. We rely upon our in-house resourcing team to provide both
permanent and associate staff, ensuring that we maintain tight control of our
supply chain and quality at all times.
Our services span the delivery life cycle from high level consulting, early
strategy, programme management, project delivery, software delivery, and
support activities.
The Group operates mainly in the United Kingdom. Our workforce is increasingly
distributed across the UK and we have permanent office space in Godalming
(registered office) and Milton Keynes.
Principal objectives
The principal objectives of the Group are to;
· Provide clients with industry leading service in our core skills.
· Achieve sustainable profitable growth across the business and
increase long term shareholder value.
The key elements of our strategy to achieve our objectives are;
To provide a range of specialist services relevant to our clients' business
· Our services include consultancy, change leadership, project
delivery, software development and business insights. Further capacity and
expertise may be provided via our associate network.
· We continue to adopt a "business first, technology second"
approach to solving our clients' problems. A cornerstone of our service offer
is our consultancy model, offering advice and guidance to clients in terms of
technology investments.
To develop long term client relationships across a broad client base
· Enduring client relationships fuel profitability. A hallmark of
our trading history has been the frequency of repeat business, which itself
has been a function of outstanding delivery and proactive business development
within existing accounts.
· Our consistent track record in this regard is our major asset
when developing propositions for new clients, along with the use of case
studies and references.
· We have structured our service offering to enable clients to
engage early, thus enabling the building of trust and confidence from the
outset.
To work with partners
· Our strategy includes working with carefully chosen partners
operating under their client frameworks in addition to the frameworks on which
Triad is listed. This will expose more opportunities whilst reducing the cost
of sale.
To leverage Group capability and efficiency to increase profitability
· We continue to develop synergies across the Group's activities
both externally and internally, driving better outcomes for clients whilst
improving efficiency and effectiveness. The management team sets objectives to
ensure that these synergies are exploited.
· We enable our clients to benefit from access to a full range of
IT services, delivered through a single, easy to access, point of sale.
· We will continue to provide the highest quality of service to our
customers through our teams of skilled consultants and market experts.
Principal risks and uncertainties
The Group's business involves risks and uncertainties, which the Board
systematically manages through its planning and governance processes.
The Board has conducted a robust assessment of the principal risks facing the
Group, examining the Group's operating environment, scanning for potential
risks to the health and wellbeing of the organisation. The Directors factor
into the business plan the likelihood and magnitude of risk in determining the
achievability of the operational objectives. Where feasible, preventive and
mitigating actions are developed for all principal risks.
The Executive Directors review the risk register and track the status of these
risk factors on an on-going basis, identifying any emerging risks as they
appear. In addition to Board meetings, regular meetings are held between the
Executive Chairman and the Managing Director to ensure risks are identified
and communicated.
The outputs of this management review form part of the Board's governance
process, reviewed at regular Board meetings. When emerging risks arise, these
are reviewed by senior management on an immediate basis and communicated to
the Board as appropriate.
The Directors are of the opinion that there is no overall increase in the
principal risk ratings and the impact upon the business.
The principal risks identified are:
IT services market
The demand for IT services is affected by UK market conditions. This includes,
for example, fluctuations in political and economic uncertainty, and the level
of public sector spending. Negative impacts can reduce revenue growth and
maintenance due to the loss of key clients, reduction in sales pipelines and
reduction in current services. The creation of new services, acquisition of
new clients and the development of new business relationships are important in
protecting the Group from fluctuations in market conditions.
Economy
The political and economic uncertainty generated by global instability and
post balance sheet date, the global tariff issues, still have the potential to
negatively affect the Group's marketplace due to an impact on Government
spending plans and the cancellation or delay of IT projects. Political
volatility following the change in the UK Government, and the effects upon
Government departmental budgets, poses both a risk and an opportunity. The
strong relationships the Group enjoys with a large range of public sector
clients within the UK mitigates this risk.
Due to the nature of the Group's client base and activities in the UK, the
continued global geopolitical events have not had a direct impact and is not
considered to do so in the future. However, there may still be a secondary
effect as a result of the impact on the wider economy. The Directors will
continue to monitor this situation closely.
Employment market conditions in the UK mainly affect the Group's ability to
attract and retain staff as wage inflation will continue to be a risk to the
business. The Group's response to this risk is outlined within the
Availability of staff below.
The growth in the consultant population in-line with contract wins results in
an increasingly larger fixed cost base that must be matched by revenue to both
maintain and grow profitability. Uncertainty in the economy poses a risk to
profitability. This risk is mitigated by constant review of new business
pipelines and resource allocations by the Executive Director team and regular
reporting to the Board.
Revenue visibility
The pipeline of contracted orders for time and materials consultancy work can
be relatively short and this reduces visibility on long-term revenue
generation. Political uncertainty, particularly in the public sector, can
reduce visibility in securing new business. The Board carefully reviews
forecasts to assess the level of risk arising from business that is forecast
to be won and maintains very strong relationships with key client
relationships.
Availability of staff
In a constantly evolving market for talent acquisition, the ability to access
appropriately skilled resources, recruit and retain the best quality staff is
key to ensuring the ability to deliver profitable growth and deliver IT
services to our clients. During the year, the on-going cost of living crisis
resulted in general inflation increases across the wider economy. To mitigate
these risks, the Group continues to recruit the best quality individuals and
ensures a resilient network of associate resources is scaled appropriately to
meet the demands of the business. The Group also reviews remuneration and
benefits on an annual basis and adjusts these accordingly within market rates.
In addition, the Group operates a Company-wide staff development programme to
ensure continuous personal growth and consistent staff engagement. The
on-boarding of new consultants is managed by a highly experienced and
dedicated team of resourcing professionals, and this provides quality
assurance processes to accelerate hiring and maintain very low attrition
rates. To encourage retention, when appropriate and sufficient headroom exists
to do so, selected staff are awarded share options and restricted stock units.
Competition
The Group operates in a highly competitive environment. The markets in which
the Group operates are continually monitored to respond effectively to
emerging opportunities and threats. The Group ensures a high quality of
service to long-tenured clients, which includes continuous review of delivery
against project plan and obtaining client feedback. This promotes longevity of
client relationships and to a high degree mitigates the risk of competition.
The risk associated with environmental, social and corporate governance (ESG)
is considered to be low, although the group takes its responsibilities in this
regard very strongly. Details of these responsibilities can be found on page
10.
There are or may be other risks and uncertainties faced by the Group that the
Directors currently deem immaterial, or of which they are unaware, that may
have a material adverse impact on the Group.
The risk appetite of the Group is considered in light of the principal risks
and their impact on the ability to meet its strategic objectives. The Board
regularly reviews the risk appetite which is set to balance opportunities for
business development and growth in areas of potentially higher risk, whilst
maintaining reputation, regulatory compliance, and high levels of customer
satisfaction.
Section 172 statement
Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of key stakeholders in the Group in their decision
making. Engagement with the Group's stakeholders is essential to successfully
managing the business and the effectiveness of this engagement helps to
understand the impact of key decisions on stakeholders.
The Board has identified the key stakeholders as shareholders, clients,
partners, employees and suppliers.
· Shareholders: Shareholders are closely involved with the
strategic direction and culture of the business. Dialogue is maintained with
shareholders and issues of significance are communicated as necessary. In
addition, a full shareholder briefing is presented at the Group's annual
general meeting of shareholders. The Board awarded an interim dividend of 2p
per share (2024: 2p per share) to shareholders. This decision was made
following a detailed review of future profitability and cash flow which showed
a material and continued improvement. The expected financial performance is
such that the Board has proposed a final dividend of 4p per share for the year
ended 31 March 2025 supported by the trading performance and cash flows
matching expectations articulated last year (2024: 4p per share).
· Clients: Delivering a quality service is the key to the Group's
future success, and effective and successful delivery of services to our
clients is the key focus of the Group. To increase effectiveness, a continuous
review of consultant allocation, utilisation rates and delivery structures is
made to enhance the efficiency of the Group's service to clients. Regular
operational governance meetings take place with senior management and key
client contacts. Key account delivery and management tools are in constant
review to enhance and promote efficiencies. The Group continues the strategy
of building permanent consultant numbers to improve and broaden the skill sets
and enhance delivery to clients. Associates are utilised only on a limited
basis where rare technical expertise is required.
· Business partners: Effective working relationships that enable
future growth are important to the Group. The Group continue to cultivate
strong relationships with our business partners which may include
intermediaries and sub-vendor arrangements, with regular dialogue and updates
to ensure that delivery to our shared clients is as effective as possible.
During the financial year, the Group continued to explore delivery methods
with partners that enable the acquisition of new business.
· Employees: Motivated and satisfied employees are the lifeblood of
our business and our people are key to our success. The Group strives to
achieve the highest standards in its dealings with all employees. During the
financial year, the Group continued to deliver a high level of communication
with employees, including regular Group meetings chaired by the Managing
Director. One-to-one meetings with employees and the Managing Director are
also available on request and regularly take place. The Group continued to
provide appropriate comprehensive induction and ongoing training tailored to
individual needs. Extensive employee benefits are provided which are
continually reviewed to enhance the wellbeing of all employees. Remuneration
packages are reviewed on an annual basis to ensure retention of employees, as
are flexible working environments and grading reviews. The Group operates the
Triad Employee Share Incentive Plan, which facilitates awards of restricted
stock units (RSUs) to employees from time to time within allowable limits. See
page 79 for details.
· Suppliers: Effective engagement with suppliers enables the Group
to deliver a quality service to our clients. The Group maintains appropriate
arm's-length trading relationships with quality suppliers and is fully
committed to fairness in its dealing with them, including embracing the
principle of paying suppliers within agreed credit terms during the course of
normal business.
The Directors continue to ensure there is full regard to the long-term
interests of both the Group and its key stakeholders including the impact of
its activities on the community, the environment and the Group's reputation.
In doing this, the Directors continue to act fairly and in good faith taking
into account what is most likely to promote the long-term success of the
Group.
· Relations with key stakeholders such as shareholders, clients,
employees and suppliers are maintained by regular, open and honest
communication in both verbal and written form.
· The Directors are fully aware of their responsibilities to
promote the success of the Group in accordance with section 172 of the
Companies Act 2006.
· The Directors continuously take into account the interests of its
principal stakeholders and how they are engaged. This is achieved through
information provided by management and also by ongoing direct engagement with
the stakeholders themselves.
· The Board has ensured an appropriate business structure is in
place to ensure open and effective engagement with the workforce via the
Executive Directors and the management team.
· The Board and the management team continue to work responsibly
with all relevant stakeholders and has appropriate anti-corruption and
anti-bribery, equal opportunities and whistleblowing procedures and policies
in place.
· As required, non-Executive Directors, professional advisors and
the Company Secretary provide support to the Board to help ensure that
sufficient consideration is given to stakeholder issues.
The Directors do not consider there to be any key decisions made in the year
other than to continue with the strategy of growing consultancy business and
increasing permanent consultants in step with this growth, to deliver higher
gross profit margins, profitability, and improve cash flow to maintain and
grow dividend distribution to shareholders.
Viability statement
In accordance with the Listing Rules the Directors have assessed the Company's
viability over the next three financial years. Given the Group's business
model and commercial and financial exposures the Directors consider that three
years is an appropriate period for the assessment. The maximum period of
visibility of commercial arrangements with clients is currently two years,
however in considering the assessment period assumptions have been made beyond
this immediate timeframe extended to 3 years based upon the strategic
direction of the business. As part of the long-term viability assessment the
Directors have considered the principal risks.
This assessment of viability has been made with reference to the Group's
current financial and operational positions. Revenue projections, cash flows,
availability of required finance, commercial opportunities and threats, and
the Group's experience in managing adverse conditions in the past have been
reviewed. The Group was founded in 1988 and has survived several recessions.
An example of the robust performance of the business model was the successful
navigation of the Covid-19 pandemic. Despite the overwhelming threat the
pandemic presented, the Group was able to improve profitability and increased
cash reserves without the requirement for external funding or needing to take
advantage of Government support schemes. This success was due to the agility
of the business model, client delivery techniques and the quality of our
employees and hiring processes.
Geopolitical and domestic political events have had no material negative
impact upon the Group's client base and trading results, and the Board do not
expect this to change.
The effects of IR35 legislation is minimal as the Group has continued to
reduce associate fee earners in favour of higher margin permanent consultants.
The risk in this area is not considered material.
Material contract wins in late 2023 have delivered a material increase in
profitability and cash generation and the Group continues to acquire new
business and grow consultant numbers. The Directors have approached the budget
and forecasting cycle for the 2026 financial year and beyond with a
conservative outlook, but are confident in the business model and the ability
of both new business acquisition and highly skilled and long tenured
consultants to improve upon these conservative expectations.
The viability assessment considered the principal risks as set out on page 6.
The Board modelled a number of realistic scenarios based upon conservative
budgets and forecasts. This included modelling the most severe scenario
possible which assumed that all current client contracts discontinued at
expiry, with no extension or replacement and with no further cost mitigation.
The group have extended at a high level these forecasts to 3 years for the
purposes of considering viability.
In all scenarios, it was found that there was sufficient headroom in cash flow
to continue operating within current resources for the next 3 years, and
without the requirement to utilise external funding or exercise cost
mitigation programmes. The Group was therefore found to have sufficient
financial strength to withstand considerable financial headwinds.
The Board believes that the Group remains well placed to navigate effectively
a prolonged period of uncertainty and to mitigate the risks presented by it.
Based upon the results of this analysis, the Board has a reasonable
expectation that the Group will be able to continue in operation and be able
to meet its liabilities over the next 3-year viability period. In reaching
this assessment, the Board has taken into account future trading, access to
external funding and cash flow expectations.
Performance assessment, financial review and outlook
Financial and non-financial key performance indicators (KPIs) used by the
Board to monitor progress are revenue, profit/(loss) from operations, EBITDA,
gross margin and average headcount. Financial KPIs are discussed in more
detail in the Financial review below. The outlook for the Group is discussed
in the Chairman's statement on page 1. The non-GAAP KPI's that the Directors
consider the users of the financial statements to be interested in are
profit/(loss) from operations and EBITDA. The Directors consider that the
users of the financial statements are focused on profitable growth and
dividend distribution and as such profit/(loss) from operations is a KPI. The
Directors consider that EBITDA is a KPI as it indicates the results that will
translate to cash balances.
The KPIs are as follows;
2025 2024
Revenue £21,421,000 £14,046,000
Profit/(Loss) from operations £1,500,000 (£1,278,000)
Earnings/(Loss) before interest, tax, depreciation and amortisation (EBITDA)¹
£1,710,000 (£1,028,000)
Gross margin 28.6% 20.1%
Average headcount 155 117
¹ EBITDA - Profit from operations of £1,500,000 (2024: loss £1,278,000)
adding back the depreciation and amortisation charge in the year of £210,000
(2024: £250,000)
Corporate social responsibility
Our employees
The Group is committed to equal opportunities and operates employment policies
which are designed to attract, retain and motivate high quality staff,
regardless of gender, age, race, religion or disability. The Group has a
policy of supporting staff in long term career development.
Culture and engagement
The Group recognises the importance of having effective communication and
consultation with, and of providing leadership to, all its employees. The
Group promotes the involvement of its employees in understanding the aims and
performance of the business. An assessment of culture, engagement and future
contribution made to the business by employees is made at each Board meeting
and is considered a key aspect of the meetings. The Board has been satisfied
with policies and practices and they are aligned with the Group's purpose and
strategy and no corrective action is required.
The Group strives to recruit and retain high quality employees at the cutting
edge of technology. A key engagement factor is the continuous professional
development of all staff and the Group is committed to providing increased
training and development opportunities, to enhance both the expertise and
engagement of our workforce, and improving the quality of our services to our
clients.
Diversity and inclusion
Diversity and inclusion is a key component of working life in the Group.
Employees are encouraged to take an active role in decision making and driving
the business forward, including several platforms within the business to share
good practice, successes and potential improvements. We continue to include
diversity within our recruitment policies and make improvements as
appropriate.
The following table shows the average number of persons employed during the
year, by gender, who were Directors, senior managers or employees of the
Company.
Male Female Total
Directors 5 2 7
Senior managers 4 - 4
Employees 100 44 144
Total 109 46 155
At 31 March 2025 there were 7 Board members, of which 5 (2024: 5) were male
(71%) and 2 (2024: 2) were female (29%). During the year, there was for a
period 3 female Directors as Ceris Gardner was appointed as an Independent
Non-Executive Director on 1 July 2024 and stepped down from the Board on 19
September 2024. As a result, during the year female representation on the
Board reached a high of 38%. Overall, the proportion of female Directors was
approximately in line with the average Group female representation of 27%
(2024: 30%).
Board composition is reviewed regularly to ensure that there is a suitable
range of skills and experience amongst the Directors. The Board consists of
mainly long tenured Triad Group Directors, and with respect to both female and
non - white British Directors, the Group operates a meritocracy and there are
currently no specific Board diversity targets in place. Management continue to
recruit and nurture the best available talent, regardless of gender or
ethnicity. We will, however, continue to keep the Board's composition and in
particular the diversity and blend of backgrounds, skills, and experience
under review.
For the purposes of UK Listing Rule 6.6.6R (9), as at 31 March 2025, the
Company did not meet the requisite targets. The targets are specifically
that:
· Female representation on the Board is 40%;
· At least 1 senior Board member is a female; and
· 1 individual is from a minority ethnic background
Charlotte Rigg was appointed to the senior position on the Board as Deputy
Executive Chairman on 1 June 2023. Although we note that UK Listing Rule
6.6.6R (9) (ii) does not include this specific role, we can confirm that this
is not only a senior role in the Company and on the Board of Directors, but
also one of significant importance.
As required by UK Listing Rule 6.6.6R (10), our gender and ethnicity data as
at 31 March 2025 (in the format set out in UKLR6 Annex 1R) is detailed below.
The Board members were asked to confirm which of the categories set out in the
below they identify with. Any new appointees to the Board in the future will
be asked to provide this information.
Number of Board members Percentage of the Board Number of senior positions on the Board Number in Non -Executive positions on the Board Percentage of executive management
Men 5 71% 4 1 80%
Women 2 29% 1 1 20%
Not specified / prefer not to say - 0% - - 0%
Number of Board members Percentage of the Board Number of senior positions on the Board Number of Non-Executive positions on the Board Percentage of executive management
White British or other White (including minority-white groups) 7 100% 5 2 100%
Mixed / Multiple ethnic groups - 0% - - 0%
Asian / Asian British - 0% - - 0%
Black/African/ Caribbean/ Black British - 0% - - 0%
Other ethnic group - 0% - - 0%
Not specified/ prefer not to say - 0% - - 0%
Environment and greenhouse gas reporting
This statement contains the Group's TCFD aligned disclosure in accordance with
FCA requirements of Premium Listed UK Corporates in line with UKLR 6.6.6(8)R.
The Group is required to report on a 'comply or explain' basis against the 11
recommended TCFD disclosures. The Board have assessed the requirements and
have concluded that climate related risks are negligible to the Group. The
Board have taken this into account when applying the TCFD framework, to ensure
the level of disclosure is commensurate to the level of risk, and the Group
have therefore not yet completed planning for different climate related
scenarios, including 2 degree or lower. The Group has provided responses
across the TCFD's pillars and aims to advance the maturity of its
climate-related actions and disclosures on an annual basis.
The Board have assessed interim measures to achieve the 2050 net zero targets.
Given the nature of the Group's operating model, a key contribution to
emissions is driven by its supply network and notably, public transport. The
Board expect these emissions to reduce as transport moves towards net zero.
The Group's key metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management
processes are Scope 1, Scope 2 and Scope 3 emissions.
The Group has provided responses across the TCFD's pillars and aims to advance
the maturity of its climate-related actions and disclosures on an annual
basis.
The four pillars are as follows:
Governance - Governance of climate related risks and opportunities Assessing, identifying, and managing climate related issues is part of the
management team's responsibilities. They run a formal review each year in line
with the production of the Company's Carbon Reduction Plan and also review
during regular project audits. Triad's ISO9001 audits also provide a biannual
review of issues and risks. The Board are informed of any climate related
issues identified by the management team as and when they arise. When an issue
is identified, the Board will monitor the progress of addressing this issue on
a relevant basis.
The Directors considered climate-related issues when reviewing its strategy,
risk management and business plans, but have found no issues impacting these
items. It has also considered climate-related issues when setting the budget
and organisational performance, identifying increased costs of utilities and
social value commitments. These social value commitments have a dedicated
project manager which are reviewed by management each quarter, along with
individual project audits facilitating a continuous review during the year.
Strategy - Impacts of actual or potential climate related risks and No actual or potential impacts on the Group have been analysed due to the
opportunities limited and negligible impact of climate related issues over the short, medium
and long term, including lower carbon economy considerations and a 2°C or
lower scenario, and these have not been considered when making strategic
decisions. If, and when a risk is deemed to have a greater impact, the Group
will follow the same process as identifying and assessing other risks,
described on page 6.
The service nature of the business and the potential downtime of consultants
in between assignments, means that climate risk is mitigated in this
situation.
With the Group's workforce currently working remotely from locations across
the country and having in excess of 5 years' remote working experience, no
localised climate issues will have a material impact. As an example, the
management team has assessed the impact of potential localised planned
three-hour outages to the National Grid and have deemed this to have no
material impact. National climate related risks, including electrical supply
issues to the entire country at a single time, have been deemed exceptionally
remote and not assessed.
There are no financial related disclosures due to the immateriality of the
risks, in line with the TCFD recommendations.
The Group has been involved in climate related projects, such as the
Department for Transport's Renewable Transport Fuels Obligation Operating
System (ROS) and Sustainable Aviation Fuels projects, and with the Department
for Energy Security and Net Zero's Clean Heat Market Mechanism discovery and
alpha phases. The Directors are proud of the Group's achievements and
contribution to the green agenda, and our increased expertise in this area
provides further opportunities to be involved in projects of this nature in
the future.
Risk Management - identification, assessment, and management of climate related risks
Climate related risks are assessed as per other risks to the Group, and
described on page 6.
Other than this disclosure requirement, there are no other regulatory
requirements that would have a material impact on the Group, and in line with
our Carbon Reduction Plan and detailed in the Metrics sections, the Group is
moving towards zero rated emissions by 2050. Triad's Carbon Reduction Plan can
be found on the Company website.
Metrics - metrics and targets used to assess, manage and report relevant As stated in the Strategy section, no actual or potential impacts have been
climate-related risks and opportunities analysed, therefore no metrics have been produced.
The Group's emissions per scope are detailed below in line with SECR
requirements, along with our KPIs of tCO(2)e per £1m of revenue and per
average total headcount, using the emission factors from the Government's GHG
Conversion Factors 2024.
Scope 1 - Combustion of fuel; one of the Group's offices uses gas for heating,
which due to the current remote nature of the workforce is being used at a
minimum level for both properties. A single company car is also being used
where public transport is not available.
Scope 2 - Electricity; both offices now are now supplied by renewable energy
suppliers.
Scope 3; this covers business travel and employee commuting. Our employees are
encouraged to use public transport where available.
In February 2025 the Group published its latest Carbon Reduction Plan,
available on our website, committing to achieving Net Zero emissions by 2050.
During the year, we have continued to promote remote collaborative working to
minimise travel, finalised our progression to a paperless office, facilitated
electric vehicle charging points at our Milton Keynes office, continued the
provision of a cycle to work scheme, rebuilding laptops for reuse and
disposing only when no longer suitable, and where possible that disposal is to
a third party such as a school and as a final recourse, to recycling. The
continuing reduction will be achieved by continuing to embed a degree of
working from home as an ongoing policy, increasing the profile of
environmental issues and the promotion of good practices through staff
communication environmental channels and introducing additional, client
specific social value initiatives, such as carbon offsetting. The management
team will continue to review the scope 1 and 2 emissions from office
activities and identify and implement reductions through changes to policies
and practices. The current measurements remain on target against this plan.
Triad has set no specific targets or commitments, or incorporated climate
related performance metrics into remuneration policies. Our key competitors
would also have the same low generation of emissions and their climate related
strategies and commitments have no impact on the Group.
The Group has used mileage reports, public transport journey details and meter
readings converted to tCO(2)e using the 2024 UK Government's conversion
factors for company reporting of greenhouse gas emissions.
The annual quantity of greenhouse gas (GHG) emissions for the period 1 April
2024 to 31 March 2025 in tonnes of carbon dioxide equivalents (tCO(2)e) for
the Group is shown in the table below:
GHG emissions 2025 2024
tCO(2)e¹ tCO(2)e¹
Emission source:
Scope 1 - Combustion of fuel 45 8
Scope 2 - Electricity and heat purchased for own use 25 25
Total 70 33
Scope 3 - Including business travel and commuting 68 27
Total 138 60
tCO(2)e per £1m revenue 6.4 4.3
FTE 155 117
Intensity ratio (tCO(2)e per FTE) 0.9 0.5
¹ The calculation of tCO(2)e for each source has been prepared in accordance
with DEFRA guidelines for GHG reporting. The tCO(2)e per £1m of revenue has
increased to 6.4 (2024: 4.3) due to the increase in heating leased properties
and certain clients requiring site visits due to the nature of the assignment.
The intensity ratio has increased by a smaller proportion to 0.9 (2024: 0.5)
due to a material increase in FTE. Both KPIs are still relatively low and as
the Company continues to grow in size with no further outlay in scope
emissions, it is expected these ratios will reduce.
The annual energy consumed as a result of the purchase of electricity and heat
for the period 1 April 2024 to 31 March 2025 in kWh is shown in the table
below:
2025 2024
Energy consumed (kWh) 123,277 120,955
kWh per £1m revenue 5,761 8,640
FTE 155 117
Intensity ratio (kWh per FTE) 795 1,034
The emissions are generated solely by activities in the UK. Emissions
generated by electricity consumption is 18% (2024: 40%).
The Group has not been subject to any environmental fines during the year
ended 31 March 2025 (2024: nil).
Social, community and human rights issues
Triad takes its responsibilities to the community and society as a whole very
seriously. With people at the core of our values, during 2020 Triad was proud
to have achieved its first Disability Confident badge - Disability Confident
Level 1 ("Committed"). To show our continued commitment in this area, during
2023 we achieved Disability Confident Level 2 ("Employer") and in 2025 moved
to the highest level (level 3 - "Leader").
We are using this to guide our practices, particularly with regards to
equality of opportunity for disabled staff and through our recruitment
process. An example of this is the introduction of a Disability &
Accessibility Network, which has been set up to support Triad employees
including those with physical and mental impairments. The Group also actively
engages with its supply chain partners and tech industry bodies to advocate
the principles of Disability Confident employers.
Triad Group is committed to supporting the mental health and wellbeing of its
staff. All staff have access to our Employee Assistance Programme, which
provides access to confidential advice and emotional support 24 hours a day,
365 days a year, via online resources and telephone helpline.
In line with a client specific social value commitment, we launched a wellness
survey in December 2024 for one of our delivery teams. The aim is for a
combined Diversity, Disability & Wellbeing survey to be issued to all
staff annually from Autumn 2025. During the year, the Group also supported
another client social value commitment with the planting of 600 'Triad'
sapling trees in the Lake District, contributing to future net zero efforts. A
group of Triad employees also spent a day maintaining an important stretch of
canal in Bedfordshire, supporting local wildlife and improving the local
environment.
Further details of our work in these areas, alongside details of staff surveys
will be able to be viewed on our website.
The Group actively supports charities. Managing Director Adrian Leer is a
board member of Action for Children, and our staff participate in regular
fund-raising activities for the charity, promoted and supported by Triad.
During the year, the Group continued to support The City of London Police
Cadets, which helped to fund extra-curricular development activities for young
people within the organisation.
There are no human rights issues that impact upon operations.
There were no political donations made in the year (2024: nil).
Financial review
Group performance
Group revenue in the year increased to £21.4m (2024: £14.0m) which was a
direct outcome of the successful delivery of new contracts wins made in the
previous year. With tight control of hiring appropriately skilled consultants
in step with assignments, this delivered an increase in gross profit to £6.1m
(2024: £2.8m) at an overall gross profit as a percentage of revenue
increasing to 28.6% (2024: 20.1%).
During the year, a tenant of one of the Group's properties settled their lease
liability in advance of the lease end date. The consideration received by the
tenant settled in total the finance lease receivable balance outstanding of
£0.4m (see note 5) and a net premium of £0.08m. Both amounts are disclosed
as other income (see note 5). A Right of Use asset was then reinstated with
respect to this lease of £0.4m and then impaired by £0.4m (see note 14).
The Group reports a profit from operations before taxation of £1.5m (2024:
loss £1.3m). The increase in profitability was due to an increase in gross
profit of £3.3m offset with an increase in administrative expenses of £0.6m.
The Group reports a profit after tax of £1.7m (2024: loss £1.0m), which
includes a reversal of previously recognised deferred tax on losses of £0.4m
(2024: recognition £0.3m) and a deferred tax asset relating to restricted
stock units of £0.6m (2024: nil).
The balance sheet remains strong with no external debt, with the exception of
the lease liabilities arising due to the application of IFRS16, and the Group
enjoys reserves of cash at £3.4m (2024: £2.1m) and no bad debts (2024: nil).
Administrative expenses
Administrative expenses for the year are £4.7m (2024: £4.1m). The increase
of £0.6m was mainly due to increased personnel costs of £0.3m and property
cost increases of £0.3m driven by the loss of a tenant and general inflation.
Staff costs
Total staff costs have increased to £13.9m (2024: £10.7m) (note 8) which is
due to the increase in the average fee earning consultant number to 131 (2024:
95) and salary inflation. The growth in consultant numbers has materially
improved the ratio of fee earners to administration staff to 27:1 (2024:
23:1). As in prior years, new permanent consultants are hired in step with new
contract wins to match skills with client requirements and also to reduce
benched consultant time and costs. The number of fee earning consultants
increased to 147 (2024: 116) at the close of the year.
Cash
Cash and cash equivalents as at 31 March 2025 increased to £3.4m (2024:
£2.1m). Much improved profitability combined with robust invoicing and credit
control processes resulted in a net inflow from operating activities of £2.2m
(2024: outflow £1.5m). The net cash outflow from financing activities was
£1.2m (2024: £1.3m), which included dividends paid of £1.0m (2024: £1.0m).
The net cash inflow from investing activities was £0.3m (2024: £0.1m) and
was mainly due to the cash received from a tenant as the finance lease
receivable was derecognised of £0.4m (2024: nil) offset with investment in IT
equipment for new hires of £0.04m (2024: £0.04m). During the year ending 31
March 2024, a Lloyds invoicing facility was deemed to be not appropriate to
support the business model and was terminated. Due to the robust cash flow
forecasts, the Directors do not believe a replacement facility is required in
the foreseeable future. No external funding or overdraft facilities were
utilised in the period (2024: nil).
Non-current assets
Non-current assets excluding taxation decreased by £0.4m (2024: £0.3m). This
was due to the amortisation of the right of use asset of £0.1m (2024:
decrease £0.2m) and the derecognition of the finance lease receivable of
£0.3m (2024: reduction £0.1m). See note 14.
Taxation
The Group adopts a low-risk approach to its tax affairs. The Group does not
employ any complex tax structures or engage in any aggressive tax planning or
tax avoidance schemes. The deferred tax asset increased to £1.0m (2024:
£0.4m) in the year. This increase was mainly as a result of the recognition
that there would be a future deduction from taxable profits in the following
financial year, due to the allocation of restricted stock units (RSUs) that
vested during the year. The Directors expect that tax losses brought forward
will be utilised against future taxable income (see note 9).
Net assets
The net asset position of the Group at 31 March 2025 was £4.8m (2024:
£3.4m). Further movements during the year are detailed on page 55.
Share options and restricted stock units
A total of 40,607 options were exercised by staff during the year and refer to
note 20 for details (2024: 47,118). No further options were granted in the
year (2024: nil).
On 28 March 2025, all 750,000 shares vested to the Executive Directors and
certain employees (see note 21). The employer's national insurance
contributions, as per the conditions of the scheme, are borne by the
recipients and at the balance sheet date within other debtors there is an
amount of £377k and a corresponding creditor due to HMRC of £377k associated
with this transaction. No further restricted stock options (RSUs) were granted
to either Directors or staff during the year (2024: nil).
A share-based expense has been recognised in the year of £262k (2024:
£202k).
Dividends
With the expectation of future profitability and improving cash flows, the
Board are proposing a final dividend of 4p per share (2024: 4p per share),
which together with the interim dividend already paid of 2p per share (2024:
2p per share), totals 6p per share for the financial year (2024: 6p per
share). See note 10.
By order of the Board
James McDonald
Finance Director
13 June 2025
Directors' report
The Directors present their Annual report on the activities of the Group,
together with the financial statements for the year ended 31 March 2025. The
Board confirms that these, taken as a whole, are fair, balanced and
understandable, and that they provide the information necessary for
shareholders to assess the Group's and Company's position and performance,
business model and strategy, and that the narrative sections of the report are
consistent with the financial statements and accurately reflect the Group's
performance and financial position.
The Strategic report provides information relating to the Group's activities,
its business and strategy and the principal risks and uncertainties faced by
the business, including analysis using financial and other KPIs where
necessary. These sections, together with the Directors' remuneration and
Corporate Governance reports, provide an overview of the Group, including the
employment, training, career development, treatment of disabled persons and
environmental matters, and give an indication of future developments in the
Group's business, so providing a balanced assessment of the Group's position
and prospects, in accordance with the latest narrative reporting requirements.
The Group's subsidiary undertakings are disclosed in the note 15 to the
financial statements.
Corporate Governance disclosures required within the Directors' report,
including details of Directors holding office, have been included within our
Corporate Governance report beginning on page 23 and form part of this report.
Disclosures with respect to political donations and streamlined energy and
carbon reporting (SECR) also required within the Directors' report have also
been included in the Strategic report beginning on page 1.
Share capital and substantial shareholdings
Share capital
As at 31 March 2025, the Company's issued share capital comprised a single
class of shares referred to as ordinary shares. Details of the ordinary share
capital can be found in note 20 to these financial statements.
Voting rights
The Group's articles provide that on a show of hands at a general meeting of
the Company every member who (being an individual) is present in person and
entitled to vote shall have one vote and on a poll, every member who is
present in person or by proxy shall have one vote for every share held. The
notice of the Annual General Meeting specifies deadlines for exercising voting
rights and appointing a proxy or proxies to vote in relation to resolutions to
be passed at the Annual General Meeting.
Transfer of shares
There are no restrictions on the transfer of ordinary shares in the Company
other than as contained in the Articles:
· The Board may, in its absolute discretion, and without giving any
reason for its decision, refuse to register any transfer of a share which is
not fully paid up (but not so as to prevent dealing in listed shares from
taking place) and on which the Company has a lien. The Board may also refuse
to register any transfer unless it is in respect of only one class of shares,
in favour of no more than four transferees, lodged at the Registered office,
or such other place as the Board may decide, for registration, accompanied by
a certificate for the shares to be transferred (except where the shares are
registered in the name of a market nominee and no certificate has been issued
for them) and such other evidence as the Board may reasonably require to prove
the title of the intending transferor or his right to transfer the shares.
Certain restrictions may from time to time be imposed by laws and regulations,
for example:
· Insider trading laws; and
· Whereby certain employees of the Group require the approval of
the Company to deal in the Company's ordinary shares.
Appointment and replacement of Directors
The Board may appoint Directors. Any Directors so appointed shall retire from
office at the next Annual General Meeting of the Company but shall then be
eligible for re-appointment.
The current Articles require that at the Annual General Meeting one third of
the Directors shall retire from office but shall be eligible for
re-appointment. The Directors to retire by rotation at each Annual General
Meeting shall include any Director who wishes to retire and not offer
themselves for re-election and otherwise shall be the Directors who, at the
date of the meeting, have been longest in office since their last appointment
or re-appointment.
A Director may be removed from office by the service of a notice to that
effect signed by at least three quarters of all the other Directors.
Amendment of the Company's Articles of Association
The Company's Articles may only be amended by a special resolution passed at a
general meeting of shareholders.
Substantial shareholdings
The Board consider that a shareholder who holds more than 20% of the Company's
issued share capital is a significant shareholder. As at 31 March 2025, M
Makar is a significant shareholder with a holding of 3,476,452 and 20.85% of
the issued share capital.
As at 31 March 2025, since the date of the last annual report in June 2024,
the Company had received the following notifications relating to interests in
the Company's issued share capital, as required under the Disclosure and
Transparency Rules (DTR 5) when a notifiable threshold is crossed.
Percentage of issued share capital
JC 17.93%
Rigg
M and D Dixon 11.05%
C Rigg 9.26%
E Rigg 7.64%
T Charlton 5.00%
Shareholdings that have fallen below the minimum 3% required under DTR5 are
not disclosed.
As at 13 June 2025, no further notifications have been received since the year
end.
Dividends
There was a 2p per share interim dividend paid during the year (2024: 2p per
share). For the year ended 31 March 2025 the Directors propose a final
dividend of 4p per share (2024: 4p per share).
Financial instruments
The Board reviews and agrees policies for managing financial risk. These
policies, together with an analysis of the Group's exposure to financial risks
are summarised in note 3 of these financial statements.
Research and development activity
Research and development activities are undertaken with the prospect of
gaining new technical knowledge and understanding and developing new software.
During the year, our activities included the tracking of AI and Large Language
Models, exploring the use of the Government's Redbox implementation as well as
researching how AI based tools can improve our productivity from design
through to code. As part of our commitment to keeping apace with development
in AI, the Company also published a number of thought leadership papers this
year on AI related topics. We also launched of a new information platform
internally within Triad. Partnering with a third party, we've used the
platform as our Triad own proof of concept to help drive opportunities with
current and future clients in the CMS/Intranet space.
Directors' interests in contracts
Directors' interests in contracts are shown in note 22 to the accounts.
Directors' insurance and indemnities
The Company maintains Directors' and Officers' liability insurance which gives
appropriate cover for any legal action brought against its Directors and
Officers. The Directors also have the benefit of the indemnity provisions
contained in the Company's Articles of Association. These provisions, which
are qualifying third-party indemnity provisions as defined by Section 236 of
the Companies Act 2006, were in force throughout the year and are currently in
force.
Disclosure of information to auditor
All of the current Directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the Company's
auditor for the purposes of their audit and to establish that the auditor is
aware of that information. The Directors are not aware of any relevant audit
information of which the auditor is unaware.
Forward-looking statements
The Strategic report contains forward-looking statements. Due to the inherent
uncertainties, including both economic and business risk factors, underlying
such forward-looking information, the actual results of operations, financial
position and liquidity may differ materially from those expressed or implied
by these forward-looking statements.
Going concern
The Group's business activities (including the Parent Company), together with
the factors likely to affect its future development, performance and position,
are set out in the Strategic report. The financial position of the Group, its
cash flows, liquidity position and available working capital are described in
the Strategic report. In addition, note 3 to the financial statements includes
the Group's objectives, policies and processes for managing its capital, its
financial risk management objectives, details of its financial instruments and
its exposure to credit risk and liquidity risk. The Group meets its day to day
working capital requirements through cash reserves.
The Group operates an efficient low-cost operating model. The client base
generally consists of large blue-chip entities, particularly within the public
sector, enjoying long-term and productive client relationships. As such,
debtor recovery has been reliable and predictable with a very low exposure to
bad debts. For the year ended 31 March 2025, the Group has not utilised, nor
anticipates prospectively utilising, any external debt or financing
instruments.
The going concern assessment considered a number of realistic scenarios
covering the period ending 30 September 2026, including the ability of future
client acquisition, and the impact of the reduction in services of key clients
upon future cash flows. In addition, the most severe scenario possible
modelled, assumed all current client contracts discontinued at expiry with no
extension or replacement and with no cost mitigation. Even in this most
extreme scenario, the Group has enough liquidity and long-term contracts to
support the business through the going concern period. The Directors have
concluded from these assessments that the Group would have sufficient headroom
in cash balances to continue in operation.
After making enquiries, including a review of the wider economy including
inflationary pressures, the impact of global tariffs, geopolitical events
impacting the wider economy, the Directors have a reasonable expectation that
the Group has adequate resources to continue in operational existence for the
foreseeable future and at least twelve months from the date of approval of the
financial statements. Accordingly, they continue to adopt the going concern
basis in preparing the annual report and accounts.
Auditor
The last accounting period permissible for BDO LLP to continue in office is
for the year ending 31 March 2025. The Group have been actively engaged in a
search for a new auditor and accordingly, a resolution to appoint HaysMac LLP
as auditors of the Company will be proposed at the next Annual General
Meeting.
Environment and greenhouse gas reporting
Carbon dioxide emissions data is contained in the Corporate social
responsibility section of the Strategic report.
Statement of Directors' responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act 2006 and
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the Group
financial statements and have elected to prepare the Parent Company financial
statements in accordance with UK adopted international accounting standards.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Parent Company and of the profit or loss for the
Group and Parent Company for that period.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable
and prudent;
· state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent Company will
continue in business;
· prepare a directors' report, a strategic report and directors'
remuneration report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring that the
annual report and accounts, taken as a whole, are fair, balanced, and
understandable and provides the information necessary for shareholders to
assess the Group's performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Post balance sheet events and future developments
There are no post balance sheet events.
Details of the Group's business activities and the factors likely to affect
its future development, performance and position are set out in the Strategic
Report on pages 1 to 17.
Other
There are no branches opened or employees working outside of the United
Kingdom subsequent to the year end.
There have been no purchases of own shares subsequent to the year end.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
· The financial statements have been prepared in accordance with
the applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit and loss of the Group and
Parent Company.
· The annual report includes a fair review of the development and
performance of the business and the financial position of the Group and Parent
Company, together with a description of the principal risks and uncertainties
that they face.
By order of the Board
James McDonald
Company Secretary
13 June 2025
Corporate Governance report
The Board has considered the principles and provisions of the UK Corporate
Governance Code 2018 ("the Code") applicable for this financial period. The
changes made in the revised Code attempt to improve corporate governance
processes and encourage companies to demonstrate how good governance
contributes to the achievement of long-term success for stakeholders. The
Group keep governance matters under constant review. Despite the changes in
the Code requiring a review of processes, there has not been a requirement to
make fundamental changes to strategy or working practices.
The following statement sets out the Group's application of the principles of
the Code and the extent of compliance with the Code's provisions, made in
accordance with the requirements of the Listing Rules.
The Board
The Board is responsible for the long-term and sustainable success of the
business, and considers all opportunities and risks as set out in the
principal risks and uncertainties on page 6. Further, the Board considers how
good governance can assist in promoting the delivery of the strategy, by
reference to strong stakeholder engagement. Details of how the Board drive
this engagement can be found within the S172 statement on page 7.
The Directors who held office during the financial year were:
Executive Directors
Dr John Rigg, Chairman
Charlotte Rigg, Deputy Executive Chairman
Adrian Leer, Managing Director
James McDonald, Finance Director
Tim Eckes, Client Services Director
Independent non-Executive Directors
Chris Duckworth, senior independent non-Executive Director
Alison Lander
Ceris Gardner (appointed 1 July 2024, left the Board 19 September 2024)
On 1 July 2024 Ceris Gardner was appointed to the Board as non-Executive
Director and left the Board on 19 September 2024.
Current directorships are as follows:
Dr John Rigg is Chairman. He is a Chartered Accountant. He was a founder of
Marcol Group Plc and was its Managing Director from 1983 until 1988. Marcol
was floated on the Unlisted Securities Market in 1987. He was Chairman of Vega
Group plc from 1989 until 1996, holding the post of Chief Executive for much
of this period. Vega floated on the main market in 1992. He was a founder
shareholder of Triad and served as the Chairman of the Company from 1988 up to
just before its flotation in 1996, when he resigned to develop new business
interests overseas. He was appointed as non-Executive Chairman in June 1999:
in May 2004 he became part-time Executive Chairman.
Adrian Leer is Managing Director. He was appointed to the Board on 3 March
2015. He initially joined Triad in 2009 in a consultative capacity, providing
advice to the business regarding its fledgling geospatial product, Zubed, and
helping to secure significant wins with major clients. In 2010, he became
General Manager of Zubed Geospatial. Adrian became Commercial Director of
Triad Consulting & Solutions in 2012.
Tim Eckes is Client Services Director. He was appointed to the Board on 1
January 2020. Tim Eckes joined Triad in 1991 as a graduate software engineer
before moving into a number of technical and commercial roles. He has
multi-sector experience, having been involved in engagements across finance,
telecoms, travel and central government. In 5 years preceding his appointment
to the Board, as Managing Consultant he played a significant role in growing
the business, through the development of long lasting and profitable
relationships with key clients.
Chris Duckworth is a non-Executive Director and was appointed on 1 July 2017.
He has held numerous positions within public and private companies as Finance
Director, Managing Director, non-Executive Director and Chairman. He was a
founding shareholder and from 1989 to 1994 was Finance Director of Triad where
he remained as a non-Executive Director until 1999. From 1989 to 1994 he was
also Finance Director of Vega Group PLC after which he served as a
non-Executive Director until 1997. He was a founding shareholder and Chairman
of Telecity PLC in May 1998 and subsequently acted as a non-Executive Director
until August 2001. Chris was appointed as chairman of both the Audit Committee
and Remuneration Committee in July 2023 and stepped down from these roles on 1
November 2024 and retains the senior independent non-Executive Director role.
Charlotte Rigg is Deputy Executive Chairman and was appointed to this position
on 1 June 2023. She was appointed to the Board as non-Executive Director on 1
January 2020. On 1 November 2024 Charlotte was appointed to the position of
Chairman of the Audit Committee. Charlotte Rigg's experience is both extensive
and diverse. Over the last 25 years she has built an internationally
recognised stud farm and runs a sizeable upland grazing farm in Cumbria where
the stud is based. In addition, Charlotte runs a successful and expanding
investment property portfolio which has been established for over 20 years.
James McDonald is Finance Director and was appointed to the Board on 16 June
2020. He joined the Company in February 2020 and, in March 2020, assumed the
position of Company Secretary and acting Finance Director. He is a Chartered
Certified Accountant and has previously held a senior finance position at
Foxtons Group plc, prior to which he was Group Finance Director and Company
Secretary at Brook Street Bureau Plc. He qualified with EY in London.
Alison Lander is a non-Executive Director and was appointed to this position
on 1 June 2023 and appointed Chairman of the Remuneration Committee of 1
November 2024. She is a science graduate with many years' experience of
working with blue-chip organisations within the IT sector, including Vickers
Shipbuilding, Fokker Space and Triad Group Plc. She has also had a continuous
relationship with the Group, assisting the Chairman and Board for over 20
years.
The Board exercises full and effective control of the Group and has a formal
schedule of matters specifically reserved to it for decision making, including
responsibility for formulating, reviewing and approving Group strategy,
budgets and major items of capital expenditure.
Regularly the Board will consider and discuss matters that include, but are
not limited to:
· Strategy;
· Shareholder value;
· Financial performance and forecasts;
· Alignment of culture to Group values;
· Employee engagement;
· Human resources; and
· City and compliance matters.
The Executive Chairman, John Rigg, is responsible for the leadership and
efficient operation of the Board. This entails ensuring that Board meetings
are held in an open manner and allow sufficient time for agenda points to be
discussed. It also entails the regular appraisal of each Director, providing
feedback and reviewing any training or development needs.
Employee engagement is taken very seriously by the Board, and the need to
engage with the workforce is even more important since the onset of the
pandemic. Bi-weekly Group-wide communication meetings chaired by the Managing
Director take place where there is a forum available for all staff to
participate and contribute directly with management. Senior management meet
daily to discuss the business and create appropriate communications that
predominantly seek to enhance the well-being of staff, but also look to align
Group values to strategy. Further, on-line platforms exist that enable
constructive discussions concerning operational delivery and best practice.
Given the size of the Group, it is not appropriate to develop any
sub-committees for this purpose and direct Group forums encourage all staff to
participate without dilution of message.
In a competitive marketplace for talent, the Board ensure further engagement
via regular pay reviews and formal staff development processes, which enable
training and career aspirations to be discussed along with the facilitation of
individual career paths. The Board are firmly of the view that the culture
centred around the recruitment and retention of quality staff, their
wellbeing, development and future career and remuneration aspirations will
drive the strategic aims of the business and drive stakeholder value in the
long-term.
The Board meets regularly with senior management to discuss operational
matters. The non-Executive Directors must satisfy themselves on the integrity
of financial information and that financial controls and systems of risk
management are robust. Following presentations by senior management and a
disciplined process of review and challenge by the Board, clear decisions on
the policy or strategy are adopted that preserve Group values and are
sustainable over the long-term. The responsibility for implementing Board
decisions is delegated to management on a structured basis and monitored at
subsequent meetings.
During the period under review, and to date, the Executive Chairman has not
held any business commitments outside the Group.
Chris Duckworth is the nominated senior independent non-Executive Director.
Charlotte Rigg is Deputy Executive Chairman and Alison Lander is a
non-Executive Director. All have long-standing experience as company directors
and are free from any business or other relationship that could materially
interfere with the exercise of their independent judgement. The Board benefits
from their experience and independence, when they bring their judgement to
Board decisions. The Board considers that all continue to remain independent
for the reasons stated above.
The Group has a procedure for Directors to take independent professional
advice in connection with the affairs of the Group and the discharge of their
duties as Directors.
The Board has an Audit Committee, comprised of the Executive Chairman John
Rigg, Deputy Executive Chairman Charlotte Rigg and the independent
non-Executive Directors, Alison Lander and Chris Duckworth. The Committee is
chaired by Charlotte Rigg.
The Board has a Remuneration Committee, comprised of the Executive Chairman
John Rigg, the independent non-Executive Directors Chris Duckworth and Alison
Lander. No third-party advisors have a position on the committee or have
provided services to the Committee during the year. The Committee is chaired
by Alison Lander.
The following table shows the attendance of Directors at scheduled meetings of
the Board and Audit and Remuneration Committees during the year ended 31 March
2025 and shows that the Board are able to allocate sufficient time to the
Company to discharge their responsibilities effectively.
Board Audit Remuneration
Committee
Committee
Number of meetings held 15 4 1
Number of meetings attended
Executive Directors:
John Rigg (Chairman) 13 4 1
Charlotte Rigg (Deputy Executive Chairman) 14 1 -
Adrian Leer 15 - -
Tim Eckes 15 - -
James McDonald 14 - -
Non-Executive Directors:
Chris Duckworth 15 3 1
Alison Lander 15 4 1
Ceris Gardner (appointed 1 July 2024 left the Board 19 September 2024) 2 - -
Audit Committee
The members of the Audit Committee are shown above.
The Board believe that John Rigg, a Chartered Accountant with broad experience
of the IT industry, Chris Duckworth, with many years of experience in senior
finance positions in listed companies, Charlotte Rigg with many years of
business experience and sector experience and Alison Lander, who has a
qualification in ESG, has joined the Committee to reflect the increasing
non-financial disclosures required for compliance with listing rules,
particularly sustainability and climate change, have recent and relevant
financial experience, as required by the Code.
The Audit Committee is responsible for reviewing the Group's annual and
interim financial statements and other announcements. It is also responsible
for reviewing the Group's internal financial controls and its internal control
and risk management systems. It considers the appointment and fees of the
external auditor and discusses the audit scope and findings arising from
audits. The Committee is also responsible for assessing the Group's need for
an internal audit function.
Consideration of significant issues in relation to the financial statements
The Audit Committee have considered the following significant issues in
relation to the preparation of these financial statements:
Revenue recognition: The Committee has considered revenue recognised in
projects during, and active at the end of the financial year to ensure revenue
has been recognised correctly. Furthermore, the Committee has also assessed
whether the Group is acting as agent or principle in a transaction.
IFRS 16 'Leases': The Committee have considered the accounting treatment with
respect to the critical accounting estimates. This included reinstatement of a
Right of Use Asset (ROU) and subsequent impairment of one of its leased
premises.
Dilapidations provisions: The Committee have considered the accounting
treatment with respect to the critical accounting estimates.
Going concern: The Committee have reviewed budgets and cash flow projections,
taking into account of working capital facilities available to the Group, to
ensure the going concern basis of preparation of the results remains
appropriate.
Deferred tax: The Committee have reviewed budgets and taxable profits
expectations and the likelihood that deductions from taxable profits and tax
losses brought forward will be utilised against these profits.
Restricted Stock Units (RSUs): The Committee have considered all matters with
respect to the assets and liabilities related to the vesting of the 2022 RSU
awards.
Meetings with auditor and senior finance team
Members of the Audit Committee met with the senior finance team in advance of
their meeting with the auditor, prior to commencement of the year-end audit to
discuss;
· Audit scope, strategy and objectives
· Key audit and accounting matters
· Independence and audit fee
A meeting was held prior to the completion of the audit with the senior
finance team and the auditor to assess the effectiveness of the audit and
discuss audit findings.
Effectiveness of external audit process
The Committee conducts an annual review of the effectiveness of the annual
report process. Inputs into the review include feedback from the finance team,
planning and scope of the audit process and identification of risk, the
execution of the audit, communication by the auditor with the Committee, how
the audit adds value and a review of auditor independence and objectivity.
Feedback is provided to the external auditor and management by the Committee,
with any actions reviewed by the Committee.
Auditor independence and objectivity
The Committee has procedures in place to ensure that independence and
objectivity is not impaired. These include restrictions on the types of
services which the external auditor can provide, in line with the FRC Ethical
Standards on Auditing. The external auditor has safeguards in place to ensure
that objectivity and independence is maintained and the Committee regularly
reviews independence taking into consideration relevant UK professional and
regulatory requirements. The external auditor is required to rotate the audit
partner responsible for the Group audit every five years.
Non-audit fees
During the year the Group did not engage its auditor for any non-audit work.
The Committee is responsible for reviewing any non-audit work to ensure it is
permissible under UK audit regulations and that fees charged are justified,
thus ensuring auditor independence is preserved.
Appointment of external auditor
BDO LLP was reappointed external auditor in 2017 following a tendering
process.
BDO LLP has confirmed to the Committee that they remain independent and have
maintained internal safeguards to ensure that the objectivity of the
engagement partner and audit staff is not impaired.
Mandatory rotation of the auditor is required for the year ending 31 March
2025 and the Board are seeking approval of the shareholders at the AGM to
appoint HaysMac LLP as new auditors.
Internal audit
The Audit Committee has considered the need for a separate internal audit
function this year but does not consider it appropriate in view of the size of
the Group. The Group is certified to ISO 9001:2015 and ISO 27001:2022.
Internal controls and risk management
The Board has applied the internal control and risk management provisions of
the Code by establishing a continuous process for identifying, evaluating and
managing the significant and emerging risks faced by the Group. The Board
regularly reviews the process, which has been in place from the start of the
year to the date of approval of this report and which is in accordance with
FRC guidance on risk management, internal control and related financial and
business reporting. The Board is responsible for the Group's system of
internal control and for reviewing its effectiveness. Such a system is
designed to manage rather than eliminate risk of failure to achieve business
objectives and can only provide reasonable and not absolute assurance against
misstatement or loss.
In compliance with the Code, the Audit Committee regularly reviews the
effectiveness of the Group's systems of internal financial control and risk
management. The Board's monitoring covers all controls, including financial,
operational and compliance controls and risk management. It is based
principally on reviewing reports from management to consider whether
significant weaknesses and risks are effectively managed and, if applicable,
considering the need for more extensive monitoring.
The Board has also performed a specific assessment for the purpose of this
annual report. This assessment considers all significant aspects of internal
control and risk management arising during the period covered by the report.
The key elements of the internal control and risk management systems are
described below:
· Clearly documented procedures contained in a series of manuals
covering Group operations and management, which are subject to internal
project audit and external audit as well as regular Board review.
· The Group's controls include appropriate segregation of duties
which are embedded in the organisation
· The Group has a formal process for planning, reporting and
reviewing financial performance against strategy, budgets, forecasts and on a
monthly, bi-annual and annual basis.
· An appropriate budgeting process where the business prepares
budgets for the coming year, which are approved by the Board.
· Close involvement in the day-to-day management of the business by
the Executive Directors.
· Regular meetings between the Executive Chairman, Executive
Directors and senior managers to discuss and monitor potential risks to the
business, and to implement mitigation plans to address them.
Remuneration Committee
The Remuneration Committee is responsible for setting remuneration for
Executive Directors and the Chairman in accordance with the remuneration
policy below. In addition, the Committee is responsible for recommending and
monitoring the level and structure of remuneration for senior management.
The Group's Remuneration Committee is authorised to take appropriate counsel
to enable it to discharge its duty to make recommendations to the Board in
respect of all aspects of the remuneration package of Directors. The Committee
also takes into account the general workforce remuneration awards when setting
Director remuneration.
The Directors' remuneration report can be found on page 30.
Whistleblowing
Staff may contact the senior independent non-Executive Director, in
confidence, to raise genuine concerns of possible improprieties in financial
reporting, or employee related matters.
Board evaluation
Board members are made fully aware of their duties and responsibilities as
Directors of listed companies and are supported in understanding and applying
these by established and more experienced Directors. The Executive Chairman
continuously evaluates the ability of the Board to perform its duties and
recognises the strengths and addresses any weaknesses of the Board. In
addition, training is available for any Director at the Group's expense should
the Board consider it appropriate in the interests of the Group.
Relations with shareholders
Substantial time and effort is spent by Board members on meetings with and
presentations to existing and prospective investors. The views of shareholders
derived from such meetings are disseminated by the Chairman to other Board
members.
Private shareholders are invited to attend and participate at the Annual
General Meeting.
Terms of reference
The terms of reference of the Audit and Remuneration Committees are available
on request from the Company Secretary.
Statement of compliance
The Board considers that it has been compliant with the provisions of the Code
for the whole of the period, except as detailed below:
Provision 9 The roles of chairman and chief executive should not be exercised by the same
individual. John Rigg is the Executive Chairman. Adrian Leer is Managing
Director. The Board currently has no plans to recruit a Chief Executive
Officer as it considers that the duties are being satisfactorily covered by
members of the Executive Board and the Group's senior management.
Provisions 17/23 There should be a nominations committee which should lead the process for
board appointments and make recommendations to the board. The Board considers
that because of its size, the whole Board should be involved in Board
appointments.
Provision 18 All directors should be subject to annual re-election. The Board consider that
because of its size, re-election by rotation in accordance with the Company's
Articles of Association at the Annual General Meeting is sufficient.
Provision 19 The chair should not remain in post beyond nine years from the date of their
first appointment to the board. The Board considers that because of its size
and critically, due to the experience of the Executive Chairman, this would
not be appropriate. The Board believe that re-election in accordance with the
Company's Articles of Association is sufficient.
Provisions 21/23 The board should undertake a formal and rigorous annual evaluation of its own
performance and that of its committees and individual Directors. There is a
process of continuous informal evaluation, due to the small size of the Board.
Provision 20 Open advertising and/or an external search consultancy should generally be
used for the appointment of the chair and non-executive directors. The Board
has a strong culture of promoting from within with relevant experience to the
Group.
Provision 24 The chair of the board should not be a member of the audit committee. The
Board considers that because of its size, and the relevant knowledge and
experience of the Executive Chairman, that this is not appropriate.
DTR 7.2.8 ARR The requirement to detail performance against a diversity policy. The Group
has a diversity policy which meets our legal requirements. The monitoring of
performance against this policy is an area which the Board take very seriously
and continuously look to improve. The size of the Group and the long tenure of
senior staff provide constraints to improving ratios in the short-term.
By order of the Board
James McDonald
Company Secretary
13 June 2025
Directors' remuneration report
On the following pages we set out the remuneration report for the year ended
31 March 2025. The members of the Remuneration Committee are shown in the
Corporate Governance report on page 23.
This report has been prepared in accordance with the Companies Act 2006 and is
split into two sections as follows;
1. The Directors' remuneration policy.
2. The Annual report on remuneration. This will be subject to an advisory
shareholder vote at this year's Annual General Meeting.
During the year the Committee carefully reviewed Directors' remuneration.
Given the continued positive trajectory under strong strategic and operational
guidance, the Committee awarded salary increases to the Board that would be
effective in the next financial year.
Directors' remuneration policy
The remuneration policy sets out the framework within which the Company
remunerates its Directors. The Company's remuneration report was put to a
shareholder vote at the 2024 Annual General Meeting of the Company and was
approved by 69% of shareholders with 2,175 votes withheld. See page 18 of the
Directors' report for further details of voting rights.
The Committee welcomed the approval of the shareholders, which represented 67%
of the total shareholding. The Committee aims to align meaningful remuneration
with Group financial performance by taking into account the difficult trading
environment, and to ensure the long-term health of the business. The
performance of the Directors has been deemed by the Committee to be more than
satisfactory, with progression on key strategic objectives and a return to
profitability.
The Committee therefore concludes that the remuneration is fair and
appropriate but will continue to seek shareholder feedback.
The remuneration policy will be put to a shareholder vote every three years
unless any changes to the policy are proposed before then.
The Committee intends to implement the Directors' remuneration for the
following year as agreed at the 2024 General Meeting. The Policy agreed by the
shareholders is as follows
Policy table - Executive Directors
Element & purpose Operation Maximum payable Performance metrics
Base salary Reviewed annually taking into consideration market data, business performance, Ordinarily, salary increases will be in line with average increases awarded to None, although individual performance is considered when setting salary
external economic factors, the complexity of the business and the role, cost, other employees in the Company. levels.
and the incumbent's experience and performance as well as the wider employee
pay review. In certain circumstances, such as a change in responsibility or development in
Reflects the individual's skills, responsibilities and experience. role increases beyond this may be made subject to the factors mentioned in the
Operation column
Supports the recruitment and retention of Executive Directors.
Benefits in kind Benefits in kind include company cars or allowances, private medical Benefits are set at a level considered to be appropriate taking into account None.
insurance, life cover and permanent health insurance. Benefits are reviewed individual circumstances.
periodically.
Protects the well-being of Directors and provides fair and reasonable market
competitive benefits.
The Remuneration Committee retains discretion to provide other benefits
depending on the circumstances which may include but are not limited to
relocation costs or allowances to facilitate recruitment.
Pension The Company pays contributions into a personal pension scheme or cash The Company matches individual contributions up to a maximum of 5%. None.
alternative.
Provides competitive post-retirement benefits to support the recruitment and This limit is in line with the limits available for all employees.
retention of Executive Directors.
All employee share scheme Executive Directors shall be eligible to participate in any future all The limits will be in line with the HMRC limits for the relevant schemes. Any conditions shall be in line with HMRC guidance for such schemes and there
employee share schemes (e.g. Save-as-you-earn or Share Incentive Plan) if may be no performance conditions if appropriate.
adopted by the Company.
To provide employees with the opportunity to own shares in the Company.
Share option scheme The Company operates an EMI share option scheme. Discretionary awards are made The potential value of options held rises as the Company's share price Specific performance criteria are specified at the time of awarding the share
in accordance with the scheme rules. increases. options to ensure alignment with the interests of shareholders.
Encourages share ownership amongst employees and aligns their interests with
the shareholders.
Employee Share Incentive Plan The Remuneration Committee may make share awards annually under the Plan. The maximum award that may be granted shall be 200% of salary. Awards may have performance conditions attached.
Incentivises long-term value creation, aligning the interests of Executives The Plan will give the Remuneration Committee flexibility to make awards in The Remuneration Committee has discretion to determine appropriate measures,
and shareholders through share awards. the form of conditional awards (performance share award). targets and ranges in respect of each award when made.
Performance share awards shall have a performance period of at least 3 years. The Remuneration Committee may also adjust the formulaic outcome of awards
where it deems that it is not reflective of overall business performance.
Awards shall not vest in full any earlier than 3 years, but the Remuneration
Committee retains discretion to vest in tranches. Awards made to Executive
Directors will have an additional post-vesting holding period of 2 years
during which shares cannot be sold other than to settle tax liabilities which
may arise.
Malus and clawback provisions apply.
The Remuneration Committee have the sole discretion to interpret the policy
above and to award shares in line with the policy. The Company currently
operates 2 schemes (see note 21):
· Shares under the Share Option Scheme - EMI Share Option Scheme
· Employee Share Incentive Plan - Restricted Stock Units (RSUs)
There are no contractual entitlement for any Director to receive an award
annually or otherwise. Restricted stock units (RSUs) were awarded to the
Executive Directors under the Plan in 2022 (see page 38).
The Group does not believe that a performance related annual cash bonus is
appropriate at the present time and that solely equity-based incentives are a
more appropriate mechanism for incentivising, rewarding and retaining
Executive Directors.
Shareholding Guidelines
The Remuneration Committee is introducing shareholding guidelines in order to
encourage a build-up of shares over time for the Executive Directors.
Whilst there is no formal requirement beyond the 2 year post-vesting holding
period, the Remuneration Committee expects that a substantial portion of
shares earned from incentive arrangements will continue to be held by the
Executive Directors in the longer term.
Policy table - non-Executive Directors
Element Relevance to short and long-term strategic objectives Operation Maximum payable Performance metrics
Fees Competitive fees to attract experienced Directors. Reviewed annually. In general, the level of fee increase for the non-Executive Directors will be Not applicable.
set taking account of any change in responsibility.
The remuneration of the non-Executive Directors is agreed by the Board.
However, no Director is involved in deciding their own remuneration.
Malus and Clawback provisions
The Plan contains malus and clawback provisions which may trigger in
exceptional circumstances and which include:
· material misstatement of company accounts;
· fraud, gross misconduct or misbehaviour;
· materially mistaken, misrepresented or incorrect information has
been used to assess the value of an award;
· an error in assessing or setting performance conditions;
· material reputational damage or
· a downturn in financial performance or corporate failure for
which the relevant individual is responsible or has significantly contributed
to.
Malus may apply until settlement, and clawback may apply after vesting for up
to 2 years, and these provisions allow the Remuneration Committee to recover
value delivered in connection with awards and amend or reduce awards in the
above circumstances (potentially to nil).
Discretion
The Remuneration Committee has discretion in several areas of the remuneration
policy as set out in this report. The Remuneration Committee may also exercise
operational and administrative discretions under relevant plan rules approved
by shareholders as set out in those rules. In addition, the Remuneration
Committee has the discretion to amend the remuneration policy in respect of
minor or administrative matters where it would be, in the opinion of the
Remuneration Committee, disproportionate to seek or await shareholder
approval.
As noted, the Remuneration Committee reviews all incentive outturns to assess
whether they align to the overall performance of the business and the
experience of its key stakeholders over the period e.g., shareholders and
employees. The Remuneration Committee retains discretion to adjust the
formulaic outcome of incentives upwards or downwards to reflect its judgement.
Any such exercise of discretion will be disclosed in the relevant annual
report.
Pre-existing remuneration arrangements and minor changes
The Remuneration Committee may make remuneration payments outside of the terms
of this remuneration policy where the terms of the payment were agreed prior
to the introduction of this or prior remuneration policies, provided the terms
were in line with the remuneration policy in place at that time, or where the
terms were agreed prior to the relevant Director being a member of the Board.
Any such payments may be satisfied in line with the terms agreed.
Approach to recruitment remuneration
The Group's remuneration policy is to provide remuneration packages which
secure and retain management of the highest quality. Therefore, when
determining the remuneration packages of new Executive Directors, the
Remuneration Committee will structure a package in accordance with the general
policy for Executive Directors as shown above. In doing so the Remuneration
Committee will consider a number of factors including:
· the salaries and benefits available to Executive Directors of
comparable companies;
· the need to ensure Executive Directors' commitment to the
continued success of the Group;
· the experience of each Executive Director; and
· the nature and complexity of the work of each Executive Director.
The Remuneration Committee may determine that an initial salary positioning
below market is appropriate and in those circumstances, may in the years
following appointment award increases greater than levels awarded to the wider
workforce in the short-term.
Incentive levels will be in line with the limits for Executive Directors and
the structure will be as permissible under the policy.
If applicable, relocation allowances may be made in line with the policy.
The Company may offer to buy out incentives which have been forfeited from a
previous employer. Where such awards are made, they will seek to match the
value and time horizons of foregone awards and will reflect any performance
conditions attached.
The Company will not make any sign-on bonuses or "golden hello" payments when
appointing Executive Directors
Directors' service contracts and policy
The details of the Directors' contracts are summarised as follows:
Date of contract Notice period
J C Rigg 01/07/1999 1 month
A Leer 03/03/2015 6 months
C J Duckworth 01/07/2017 1 month
T J Eckes 01/01/2020 6 months
C M Rigg 01/01/2020 1 month
J McDonald 16/06/2020 6 months
A J Lander 01/06/2023 1 month
All contracts are for an indefinite period. No contract has any provision for
the payment of compensation upon the termination of that contract.
Illustrations of application of remuneration policy
As there are currently no performance related or variable elements of
Executive Director remuneration it is not appropriate to prepare illustrations
required under the legislation.
Policy on payment for loss of office
The primary principle underpinning the determination of any payments on loss
of office is that payments for failure will not be made. Contracts and
incentive plan rules have been drafted in such a way that the Remuneration
Committee has the necessary powers to ensure this.
It is the Group's policy in relation to Directors' contracts that:
· Executive Directors should have contracts with an indefinite term
providing for a maximum of six months' notice by either party.
· non-Executive Directors should have terms of engagement for an
indefinite term providing for one month notice by either party.
· there is no provision for termination payments to Directors.
In relation to the Plan, awards will normally lapse for a leaver and the plan
rules contain Good Leaver provisions that shall determine the treatment of
awards in the following cases:
· death,
· ill-health, injury, disability
· the employing company / business / part of the business being
transferred outside of the Group or
· any other reason at the discretion of the Remuneration Committee
In such cases:
· Awards will ordinarily be pro-rated based on time served over the
vesting period.
· Vesting will normally occur at the normal time except upon death
where vesting may be accelerated.
· Performance conditions shall still apply.
The Remuneration Committee reserves discretion however to determine the exact
treatment of awards having due regard to the circumstances at the relevant
time.
Consideration of employment conditions elsewhere in the Group
In setting the Executive Directors' remuneration, the Committee takes into
account the pay and employment conditions applicable across the Group in the
reported period. No consultation has been held with employees in respect of
Executive Directors' remuneration.
Consideration of shareholders' views
The Remuneration Committee considers the views of institutional investors and
published guidelines of its shareholders when making remuneration decisions.
Furthermore, the Remuneration Committee is open to conversations with
shareholders on the design of the policy and any remuneration decisions made
concerning Executive Directors.
Annual report on remuneration (audited)
Directors' remuneration - single total figure of remuneration
The remuneration of each of the Directors for the period they served as a
Director are set out below. Salary sacrifice amounts, deducted from gross
salaries, are shown in pensions which also includes the Company contribution:
2025
Director Basic salary Benefits Pension Total Fixed Pay One-time Total Variable Pay Total
and fees in kind Discretionary
payment
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive
J C Rigg 75 - - 75 - - 75
C Rigg 60 - - 60 - - 60
A Leer ¹ 225 8 41 274 - - 274
T J Eckes ² 176 3 35 214 - - 214
J McDonald ³ 189 - 20 209 - - 209
Non-Executive
C J Duckworth 50 - - 50 - - 50
A Lander 50 - - 50 - - 50
C Gardner (appointed 1 July 2024, left 19 September 2024) 17 - - 17 - - 17
Total 842 11 96 949 - - 949
¹ Adrian Leer's basic salary was increased from £220,000 to £253,000 with
effect from 1 May 2024
² Tim Eckes' basic salary was increased from £165,000 to £190,000 with
effect from 1 May 2024
³ James McDonald's basic salary was increased from £165,000 to £190,000
with effect from 1 May 2024
2024
Director Basic salary Benefits Pension Total Fixed Pay One-time Total Variable Pay Total
and fees in kind Discretionary
payment
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive
J C Rigg ¹ 74 - - 74 - - 74
C Rigg (effective 1 June 2023) ² 50 - - 50 - - 50
A Leer ³ 196 17 36 249 45 45 294
T J Eckes ⁴ 156 2 26 184 35 35 219
J McDonald ⁵ 166 - 18 184 35 35 219
Non-Executive
A M Fulton (retired 31 July 2023) 17 - - 17 - - 17
C J Duckworth ⁶ 49 - - 49 - - 49
C Rigg (to 31 May 2023)⁶ 7 - - 7 - - 7
A Lander (appointed 1 June 2023) ⁷ 42 - - 42 - - 42
Total 757 19 80 856 115 115 971
¹ John Rigg's basic salary was increased from £60,000 to £75,000 with
effect from 1 May 2023
² Charlotte Rigg became the Deputy Executive Chairman on 1 June 2023 and her
basic salary was increased to £60,000.
³ Adrian Leer's basic salary was increased from £200,000 to £220,000 with
effect from 1 May 2023
⁴ Tim Eckes' basic salary was increased from £150,000 to £165,000 with
effect from 1 May 2023
⁵ James McDonald's basic salary was increased from £150,000 to £165,000
with effect from 1 May 2023
⁶ Non-Executive Directors were awarded an increase of £15,000 to £50,000
with effect from 1 May 2023
⁷ Non-Executive Director Alison Lander's annual salary is £50,000 and
effective from 1 June 2023
Other Remuneration
No performance measures or targets were in place for either the year ended 31
March 2025 or any prior financial year, upon which any variable pay elements
could become payable during the year.
Benefits in kind include the provision of company car and medical insurance.
Pension includes a 5% employer contribution together with contributions made
under an employee salary sacrifice scheme.
Three Directors are members of a money purchase pension scheme into which the
Group contributed during the year.
Payments to past Directors
There were no payments to past Directors during the year.
Payment for loss of office
There were no payments for loss of office during the year.
Directors' interests in shares
The Directors who held office at the end of the financial year had the
following beneficial interests in the ordinary shares of the Company.
1 April 2024 31 March 2025
J C Rigg 4,794,400 2,989,400
A Leer 305,379 305,379
C J Duckworth 22,026 22,026
T J Eckes 120,374 120,374
C M Rigg 329,779 1,543,477
J McDonald 27,600 27,600
A J Lander 147,290 177,248
Total 5,746,848 5,185,504
During the year 60,000 shares each (2024: nil) restricted stock units (RSUs)
vested for each of Adrian Leer, Tim Eckes and James McDonald. The holdings
listed above do not recognise this award as at the balance sheet date, the
shares had not yet been issued and allocated to the Directors. This allocation
will only occur when cash is received from sale of shares in order to cover
tax liabilities and other costs. When this transaction is complete, it is
estimated that each Director's holding would increase by approximately 23,000
shares.
Directors' restricted stock units (RSUs)
On 30 March 2022 the Committee awarded the Executive Directors the following
restricted stock units (RSUs) under the Triad Employee Share Incentive Plan:
Director Date award made Number Performance condition Vesting date
Adrian Leer 30 March 2022 60,000 135.0p 30 March 2025
Tim Eckes 30 March 2022 60,000 135.0p 30 March 2025
James McDonald 30 March 2022 60,000 135.0p 30 March 2025
The Awards would vest if the Board determined that the Market Value of a Share
on the third anniversary of the Award Date is equal to or greater than the
Market Value of a Share on the Award Date. The market value at the Award Date
is 135p. On 28 March 2025, the closest working day to the vesting date, the
market value of the shares was 335p and therefore the awards vested.
The total share-based payment expense recognised in the year in respect of
Directors' RSU share options is £63,216 (2024: £53,447).
Malus, clawback and hold over periods are as per the Plan.
The market price of the Company's shares was 325p at 31 March 2025 and the
range during the year was between 242p and 400p.
Further details relating to share awards can be found in note 21.
Annual report on remuneration (unaudited)
Performance graph
The following graph shows the Group's performance, measured by total
shareholder return, compared with the performance of the FTSE Fledgling Index
("FTSEFI") also measured by total shareholder return ("TSR"). The FTSEFI has
been selected for this comparison because it is an index of companies with
similar current market capitalisation to Triad Group Plc.
http://www.rns-pdf.londonstockexchange.com/rns/8725M_1-2025-6-13.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8725M_1-2025-6-13.pdf)
Chief Executive remuneration
For the financial year ended 31 March 2025 the salary of the Executive
Chairman was £75,000 (2024: £73,750). Employee salaries increased, on
average, by 5.1% in the year (2024: 5.4%).
The remuneration paid to the Executive Chairman for the financial years 2016
to 2025 were as follows:
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
£25,000 £25,000 £60,000 £60,000 £60,000 £60,000 £60,000 £60,000 £73,750 £75,000
The annual amounts paid above relate to salary only. The Executive Chairman
did not receive any discretionary payments during these periods.
Relative importance of spend on pay
The total dividends or other cash distributions to shareholders during the
year was £1.0m (2024: £996k), see note 10. The total employee remuneration
(including Directors) during the year was £13.947m (2024: £10.677m).
Percentage change in Directors' remuneration
The tables below show the change in Directors' remuneration for those that
held office during the year, compared to the employees of the Company, where
Directors and employees have been employed by Triad for the full relevant
financial years (2021: 41 employees, 2022: 43 employees, 2023: 57 employees,
2024: 87 employees, 2025: 95 employees).
Basic salary and fees 2021 2022 2023 2024 2025
J C Rigg 0% 0% 0% 22.9% 1.7%
A Leer 0% 3.6% 10.3% 9.2% 14.6%
T J Eckes n/a 0.1% 10.3% 6.6% 16.0%
J McDonald n/a 9.4% 10.6% 8.6% 13.9%
C J Duckworth 0% 0% 0% 39.3% 2.6%
C Rigg n/a 0% 0% 63.1% 5.1%
A Lander n/a n/a n/a n/a n/a
Employees of the Company 3.7% 3.8% 6.5% 5.4% 5.1%
Benefits in kind ¹ 2021 2022 2023 2024 2025
J C Rigg n/a n/a n/a n/a n/a
A Leer (1.7%) 19.9% ² 2.3% (7.5%) (56.1%) ³
T J Eckes n/a (23.4%) 4.6% 10.8% 9.7%
J McDonald n/a n/a n/a n/a n/a
C J Duckworth n/a n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a n/a
A Lander n/a n/a n/a n/a n/a
Employees of the Company (5.7%) (18.3%) (7.1%) 32.7% 8.1%
¹ The negative values in this table represent a reduction in costs for the
provision of identical benefits
² Represents the increase in provision of company car
³ Represents the decrease in the taxable benefits attributable to provision
of a hybrid company car
Other (includes commission and bonus payments) 2021 2022 2023 2024 2025
J C Rigg n/a n/a n/a n/a n/a
A Leer n/a 100% (100%) 100% (100%)
T J Eckes n/a 100% (100%) 100% (100%)
J McDonald n/a 100% (100%) 100% (100%)
C J Duckworth n/a n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a n/a
A Lander n/a n/a n/a n/a n/a
Employees of the Company (9.5%) (44.3%) ⁴ (88.2%) ⁴ 0.0% (44.0%)
⁴ Represents cessation of a commission scheme for a small number of
employees
The Group is exempt from disclosing data with respect to the CEO pay ratio due
to employee numbers being less than 250.
Consideration of matters related to Directors' remuneration
During the financial year, the Remuneration Committee met on one occasion to
discuss Directors' remuneration. No external advice was sought in relation to
matters discussed at this meeting.
Alison Lander
Chairman, Remuneration Committee
13 June 2025
Independent auditor's report to the members of Triad Group Plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 31 March 2025 and of the
Group's and Parent Company's profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly
prepared in accordance with UK adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Triad Group Plc (the 'Parent
Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025
which comprise Group and Parent Company statements of comprehensive income and
expense, Group and Parent Company statements of changes in equity, Group and
Parent Company statements of financial position, Group and Parent Company
statements of cash flows and notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK adopted international accounting standards and as
regards the Parent Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion. Our audit opinion is consistent with the additional
report to the audit committee.
Independence
Following the recommendation of the Audit Committee, we were appointed by the
Audit Committee to audit the financial statements for the year ended 31 March
2006 and subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is 20 years, covering the
years ended 31 March 2006 to 31 March 2025. We remain independent of the Group
and the Parent Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not
provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the Group and the Parent Company's ability to continue to adopt
the going concern basis of accounting included:
· We considered the nature of the Group, its business model and
related risks arising to going concern;
· We evaluated the Directors' assessment of the Group's ability to
continue as a going concern by obtaining going concern models, which included
but was not limited to, a base case and stress test scenario covering the
going concern assessment period;
· We assessed the adequacy of the going concern assessment period,
considering whether any events or conditions foreseeable after the period
indicated that a longer review period would be appropriate;
· We tested the integrity of the models by checking the formulae,
the arithmetic accuracy and any hard coding;
· We challenged the rationale for the key assumptions used,
including the forecast levels of future revenue and staff costs, by
understanding existing contracts in place, the expectations of contract
renewals and new wins, and by making enquiries of management;
· We examined the forecasts and stress test provided by the Group
and the appropriateness of the sensitivities made by challenging management
and assessing the reasonableness of potential mitigating actions available;
· We assessed the Directors' historical ability to accurately
forecast by comparing previous year forecasts with actual performance
achieved;
· We made enquiries of management as to their knowledge of events,
company specific or geo-political, or conditions beyond the period of their
assessment that may cast significant doubt on the Group's ability to continue
as a going concern. We have also inspected the minutes of Board meetings to
supplement our enquiries;
· We assessed the availability of cash to the Group over the
forecast period and the level of headroom available;
· We reviewed post-balance sheet results, specifically the cash
flow position against that budgeted; and
· We considered the adequacy of the disclosures in the financial
statements against our knowledge of the Group, the Directors' and our own
independent going concern assessments and the requirements of the accounting
standards.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In relation to the Parent Company's reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the Directors' statement in the financial statements about
whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview
2025 2024
Revenue recognition X X
Key audit matter
Group financial statements as a whole
Materiality
£160k (2024: £70k) based on 0.75% (2024: 0.50%) of revenue
Materiality
Group financial statements as a whole
£160k (2024: £70k) based on 0.75% (2024: 0.50%) of revenue
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group's
system of internal control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
The Group operates solely in the United Kingdom. The Group consists of six
companies, five of which are dormant, with the Parent Company being the only
trading entity. The Group engagement team performed a full scope audit on the
Parent Company.
Climate change
Our work on the assessment of potential impacts of climate-related risks on
the Group's operations and financial statements included:
· Enquiries and challenge of management to understand the actions
they have taken to identify climate-related risks and their potential impacts
on the financial statements and adequately disclose climate-related risks
within the annual report;
· Our own qualitative risk assessment taking into consideration the
sector in which the Group operates and how climate change affects this
particular sector;
· A review of the minutes of Board and Audit Committee meetings and
other papers related to climate change and performing a risk assessment as to
how the impact of the Group's commitment as set out on pages 12-15 may affect
the financial statements and our audit;
· We challenged the extent to which climate-related considerations,
including the expected cash flows from the initiatives and commitments have
been reflected, where appropriate, in management's going concern assessment
and viability assessment; and
· We also assessed the consistency of management's disclosures
included as 'Other Information' on pages 12-15 with the financial statements
and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any
Key Audit Matters that were materially affected by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition We considered there to be a significant risk of material misstatement due to We obtained an understanding of the revenue process flow as well as design and
fraud relating to overstatement of revenue throughout the year from top-side implementation of controls relating to these significant risks.
adjustments to revenue through management override and the overstatement
(cut-off) of consultancy and contractors' time and materials revenue at year
As detailed in notes 1 and 4 to the financial statements. end. These risks are detailed as follows:
Management override of controls - top-side adjustments to revenue
Management override of controls - top-side adjustments to revenue
The following detailed procedures were performed:
Our fraud risk assessment found there to be a significant risk relating to
management override of controls because management are in a unique position to · Revenue journals testing
manipulate the results by overriding controls. This could be perpetrated
either by posting fraudulent journal entries to manipulate financial
reporting, or through adding bias to accounting estimates or judgements.
Specifically for the Group there is a management override risk relating to the On the basis of our understanding of the revenue process flow, the audit team
overstatement (existence) of revenue that management may post "top-side" built an expectation of the anticipated journal pairings to revenue. All
journals to revenue (outside of the normal contract invoice process) to journals to revenue outside of these set expectations were tested by vouching
fictitiously inflate sales throughout the year. to supporting documentation to substantiate that entries are supported by
appropriate business rationale, authorisation and have been accounted for
correctly.
Consultancy and contractors' time and materials revenue - overstatement Consultancy and contractors' time and materials revenue - overstatement
cut-off risk cut-off risk
There is a risk of fraudulent overstatement of revenue recognition (existence) The following substantive detailed procedures were performed:
linked to either the valuation of contract assets or contract liabilities
(depending on timing of invoicing) for Time & Materials (T&M)
projects: There is a risk that the cut-off of T&M revenue is overstated
due to incorrect cut off applied in revenue amounts, resulting in either · March 2025 T&M revenue existence cut-off testing
missing contract liabilities or fictitious contract assets for projects that
span the year end. The risk was of these being recorded incorrectly due to:
In order to assess whether T&M revenue recognised before year end was
appropriate, the audit team considering the monthly invoicing cadence, tested
o revenue invoiced and recognised in the final month of the financial year a sample of March 2025 T&M revenue by comparing to supporting
that should have been deferred as the services had not yet been delivered; documentation including signed contracts, sales invoices, remittance advices,
and/or and the subsequent cash receipts. With reference to the timing of invoicing
and subsequent cash receipt the audit team assessed whether the corresponding
o revenue accrued at year end and recognised in the audit period for balance sheet position was appropriate.
services that have not yet been delivered (or invoiced);
· April 2025 credit notes testing
For the contract assets the risk is based on the project manager's estimate of
the revenue that can be recognised but has not yet been invoiced by the year
end and the subsequent recovery of any post year end bills raised.
The audit team, considering the average payment terms, planned testing over a
sample of credit notes raised post-year end in April 2025 to confirm whether
these indicated that revenue from the audited period should not have been
In view of the significance of revenue recognition to the audit of the recorded. For each sample item the audit team planned to obtain the related
financial statements and the related potential for fraud this was considered invoice, gain an understanding of the reason for a credit note being required,
to be a key audit matter. confirm whether the credit note was appropriately authorised, and assess if
any adjustment to revenue recognition was required within the audited period.
There were no credit notes raised in April 2025.
· Credit notes throughout the year
The audit team performed testing over a sample of credit notes issued
throughout the year to confirm whether the credit note had been recorded in
the correct period by reference to the original invoices and the revenue
recognised. For each sampled item the audit team obtained the related invoice,
gained an understanding of the reason for a credit note being required,
confirmed whether the credit note was appropriately authorised, and assessed
if any adjustments to revenue recognition was required in the audit period.
· Testing of contract assets
The audit team performed testing over a sample of the year end contract asset
balances to confirm whether each sampled item was accurately recorded and was
recoverable. The existence and accuracy of each item were confirmed by
verifying each sample item to supporting documentation such as signed
contracts and timecards. The recoverability of the contract assets sampled was
assessed by testing that they had been invoiced post-year end. Where they had
been subsequently paid within the audit period they were tested back to bank
receipts.
· Testing of contract liabilities
The audit team performed testing over a sample of the year end contract
liability balance to confirm whether each item sampled was accurately
recorded. To test the appropriateness of contract liabilities they were agreed
to supporting documentation such as signed contracts, sales invoices and
timecards. A recalculation was performed to test the computational accuracy.
· Review of disclosures
We have considered the adequacy of the Group's disclosures in respect of
revenue recognition policies, revenue disclosures and related balance sheet
contract disclosures by agreeing back to the supporting data and our audit
work.
Key observations
Based on the procedures performed we did not identify any evidence that
revenue recognition for the period was materially misstated.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group and Parent Company financial statements
2025 2024
£k £k
Materiality 160 70
Basis for determining materiality 0.75% of revenue 0.50% of revenue
Rationale for the benchmark applied We consider revenue to be the most appropriate benchmark as it is one of the We consider revenue to be the most appropriate benchmark as it is one of the
principal considerations for users of the financial statements in assessing principal considerations for users of the financial statements in assessing
the financial performance and development of the Group and Parent Company. the financial performance and development of the Group and Parent Company.
Performance materiality 120 52
Basis for determining performance materiality 75% of materiality, the threshold was selected to reflect the amount of 75% of materiality, the threshold was selected to reflect the amount of
balances subject to estimation, the amount of audit differences historically balances subject to estimation, the amount of audit differences historically
arising and the mainly substantive approach to the audit. arising and the mainly substantive approach to the audit.
Rationale for the percentage applied for performance materiality We determined that 75% of materiality would be appropriate based on our risk We determined that 75% of materiality would be appropriate based on our risk
assessment, together with our assessment of the Group's and Parent Company's assessment, together with our assessment of the Group's and Parent Company's
overall control environment, the low number of components, the low value of overall control environment, the low number of components and the low value of
brought forward adjustments impacting the current year and the acknowledgement brought forward adjustments impacting the current year.
that it is the final year of auditing the Group and thus our detailed
understanding of the Group.
The Group consists of six companies, five of which are dormant, with the
Parent Company being the only trading entity. As such, 100% of Group
materiality was allocated to the Parent Company (2024: 100%).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £8.0k (2024: £3.5k). We also agreed to report
differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the document entitled Annual Report
other than the financial statements and our auditor's report thereon. Our
opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors' statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the parent company's compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit.
Going concern and longer-term viability · The Directors' statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material uncertainties
identified set out on pages 9, 20 and 21;
· The Directors' explanation as to their assessment of the Group's
prospects, the period this assessment covers and why the period is appropriate
set out on pages 20 and 21; and
· The Directors' statement on whether they have a reasonable
expectation that the Group will be able to continue in operation and meet its
liabilities set out on pages 9, 20 and 21.
Other Code provisions · Directors' statement on fair, balanced and understandable set out
on page 18;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 6 and 7;
· The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems set out on pages
27 and 28; and
· The section describing the work of the Audit Committee set out on
page 26-28.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and Directors' report In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the Directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the Directors' report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors'
report.
Directors' remuneration In our opinion, the part of the Directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement In our opinion, based on the work undertaken in the course of the audit, the
information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and
Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA
Rules), is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit,
information about the Parent Company's corporate governance code and practices
and about its administrative, management and supervisory bodies and their
committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a
corporate governance statement has not been prepared by the Parent Company.
Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Parent Company financial statements and the part of the
Directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of Directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors' responsibilities within
the Directors' report, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and the industry in which it
operates;
· Discussion with management, those charged with governance and the
Company Secretary; and
· Obtaining an understanding of the Group's policies and procedures
regarding compliance with laws and regulations;
we considered the significant laws and regulations to be UK adopted
international accounting standards, UK tax legislation, UK Corporate
Governance and UK Listing Rules.
The Group is also subject to laws and regulations where the consequence of
non-compliance could have a material effect on the amount or disclosures in
the financial statements, for example through the imposition of fines or
litigations. We identified such laws and regulations to be General Data
Protection Regulation, Data Protection Act 1998, Health and Safety at Work Act
1974 and Official Secrets Acts.
Our procedures in respect of the above included:
· Review of minutes of meetings of those charged with governance
for any instances of non-compliance with laws and regulations;
· Review of correspondence with regulatory and tax authorities for
any instances of non-compliance with laws and regulations;
· Review of financial statement disclosures and agreeing to
supporting documentation;
· Involvement of tax specialists in the audit; and
· Review of legal expenditure accounts to understand the nature of
expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management, those charged with governance and the
Company Secretary regarding any known or suspected instances of fraud;
· Obtaining an understanding of the Group's policies and procedures
relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
· Review of minutes of meetings of those charged with governance
for any known or suspected instances of fraud;
· Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements;
· Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material misstatement due
to fraud; and
· Considering remuneration incentive schemes and performance
targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to
fraud to be management override of controls and overstatement of time and
materials revenue through the incorrect application of cut-off around the year
end.
Our procedures in respect of the above included:
· Testing a sample of journal entries throughout the year, which
met defined risk criteria, by agreeing to supporting documentation;
· Involvement of forensic specialists in the audit to assist with
the risk assessment;
· Assessing significant estimates made by management for bias; and
· Testing a sample of time and materials revenue from March 2025
and credit notes around the year end by agreeing to supporting documentation
to confirm that the revenue has been recognised in the correct period and is
not overstated.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company's members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Owen Pettifor (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Gatwick, UK
13 June 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Statements of comprehensive income and expense
for the year ended 31 March 2025
Group and Parent Company Note 2025 2024
£'000 £'000
Revenue 4 21,421 14,046
Cost of sales (15,300) (11,227)
Gross profit 6,121 2,819
Administrative expenses (4,699) (4,097)
Other income 5 460 -
Impairment of right of use asset 14 (382) -
Profit/(Loss) from operations 6 1,500 (1,278)
Finance income 7 57 40
Finance expense 7 (41) (53)
Profit/(Loss) before tax 1,516 (1,291)
Tax credit 9 214 278
Profit/(Loss) for the year and total comprehensive income/(loss) attributable to equity holders of the parent 1,730 (1,013)
Basic earnings/(loss) per share 11 9.93p (6.10p)
Diluted earnings/(loss) per share 11 9.89p (6.10p)
All amounts relate to continuing activities.
The notes on pages 57 to 80 form part of the financial statements.
Statements of changes in equity for the year ended 31 March 2025
Group Share Capital Share premium account Capital redemption reserve Retained earnings Total
£'000 £'000 £'000 £'000 £'000
At 1 April 2023 166 894 104 4,030 5,194
Loss for the year and total comprehensive loss - - - (1,013) (1,013)
Ordinary shares issued - 12 - - 12
Dividend paid (note 10) - - - (996) (996)
Share-based payments (note 21) - - - 202 202
At 1 April 2024 166 906 104 2,223 3,399
Profit for the year and total comprehensive income - - - 1,730 1,730
Ordinary shares issued 1 13 - - 14
Dividend paid (note 10) - - - (1,000) (1,000)
Share-based payments (note 21) - - - 262 262
Tax on share-based payments (note 9) - - - 442 442
At 31 March 2025 167 919 104 3,657 4,847
Parent Company Share Share premium account Capital redemption reserve Retained earnings Total
Capital
£'000 £'000 £'000 £'000 £'000
At 1 April 2023 166 894 104 4,025 5,189
Loss for the year and total comprehensive loss - - - (1,013) (1,013)
Ordinary shares issued - 12 - - 12
Dividend paid (note 10) - - - (996) (996)
Share-based payments (note 21) - - - 202 202
At 1 April 2024 166 906 104 2,218 3,394
Profit for the year and total comprehensive income - - - 1,730 1,730
Ordinary shares issued 1 13 - - 14
Dividend paid (note 10) - - - (1,000) (1,000)
Share-based payments (note 21) - - - 262 262
Tax on share-based payments (note 9) - - - 442 442
At 31 March 2025 167 919 104 3,652 4,842
The notes on pages 57 to 80 form part of the financial statements.
Share capital represents the amount subscribed for share capital at nominal
value.
The share premium account represents the amount subscribed for share capital
in excess of the nominal value.
The capital redemption reserve represents the nominal value of the purchase
and cancellation of its own shares by the Company in 2002.
Retained earnings represents the cumulative net gains and losses recognised in
the statement of comprehensive income and expense.
The notes on pages 57 to 80 form part of the financial statements.
Statements of financial position at 31 March 2025
Group Parent Company
Note 2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-current assets
Intangible assets 12 - - - -
Property, plant and equipment 13 167 173 167 173
Right-of-use assets 14 248 389 248 389
Finance lease receivables 14 - 297 - 297
Deferred tax 9 1,042 386 1,042 386
1,457 1,245 1,457 1,245
Current assets
Trade and other receivables 16 3,775 3,105 3,775 3,105
Finance lease receivables 14 - 99 - 99
Cash and cash equivalents 17 3,372 2,052 3,372 2,052
7,147 5,256 7,147 5,256
Total assets 8,604 6,501 8,604 6,501
Current liabilities
Trade and other payables 18 (2,919) (2,152) (2,924) (2,157)
Short term provisions 19 (136) (136) (136) (136)
Lease liabilities 14 (188) (215) (188) (215)
(3,243) (2,503) (3,248) (2,508)
Non-current liabilities
Long term provisions 19 (164) (61) (164) (61)
Lease liabilities 14 (350) (538) (350) (538)
(514) (599) (514) (599)
Total liabilities (3,757) (3,102) (3,762) (3,107)
Net assets 4,847 3,399 4,842 3,394
Shareholders' equity
Share capital 20 167 166 167 166
Share premium account 919 906 919 906
Capital redemption reserve 104 104 104 104
Retained earnings 3,657 2,223 3,652 2,218
Total shareholders' equity 4,847 3,399 4,842 3,394
The financial statements on pages 52 to 81 were approved by the Board of
Directors and authorised for issue on 13 June 2025 and were signed on its
behalf by:
Adrian Leer James McDonald
Director Director
Triad Group Plc is registered in England and Wales with registered number
02285049
The notes on pages 57 to 80 form part of the financial statements.
Statements of cash flows for the year ended 31 March 2025
Group and Parent Company Note 2025 2024
£'000 £'000
Cash flows from operating activities
Profit/(Loss) for the year before taxation 1,516 (1,291)
Adjustments for:
Depreciation of property, plant and equipment 13 69 66
Amortisation of right of use assets 14 141 183
Other income 5 (382) -
Impairment of right of use asset 14 382 -
Amortisation of intangible assets 12 - 1
Interest received 7 (57) (40)
Finance expense 7 41 52
Share-based payment expense 21 262 202
Changes in working capital
Increase in trade and other receivables (670) (564)
Increase/(Decrease) in trade and other payables 767 (117)
Increase in provisions 103 -
Cash generated/(used) by operations 2,172 (1,508)
Deposit interest received 7 51 17
Foreign exchange loss 7 (3) (2)
Net cash inflow/(outflow) from operating activities 2,220 (1,493)
Investing activities
Finance lease interest received 14 6 24
Finance lease payments received 14 396 94
Purchase of property, plant and equipment 13 (63) (40)
Net cash generated from investing activities 339 78
Financing activities
Proceeds of issue of shares 14 12
Lease liabilities principal payments 14 (215) (293)
Lease liabilities interest payments 14 (38) (51)
Dividends paid 10 (1,000) (996)
Net cash outflow from financing activities (1,239) (1,328)
Net increase/(decrease) in cash and cash equivalents 1,320 (2,743)
Cash and cash equivalents at beginning of the period 2,052 4,795
Cash and cash equivalents at end of the period 17 3,372 2,052
The notes on pages 57 to 80 form part of the financial statements.
Notes to the financial statements for the year ended 31 March 2025
1. Material accounting policies
Basis of preparation for Group and Parent Company
The material accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with UK adopted
International Accounting Standards and the provisions of the Companies Act
2006.
These financial statements have been prepared on a historical cost basis and
are presented in pounds sterling, generally rounded to the nearest thousand,
the presentational currency of the Group. The functional currency of the
Parent Company is pounds sterling.
Going concern
The Group's business activities (including the Parent Company), together with
the factors likely to affect its future development, performance and position,
are set out in the Strategic report. The financial position of the Group, its
cash flows, liquidity position and available working capital are described in
the Strategic report. In addition, note 3 to the financial statements includes
the Group's objectives, policies and processes for managing its capital, its
financial risk management objectives, details of its financial instruments,
and its exposure to credit risk and liquidity risk. The Group meets its day to
day working capital requirements through cash reserves.
The Group operates an efficient low-cost operating model. The client base
generally consists of large blue-chip entities, particularly within the public
sector, enjoying long-term and productive client relationships. As such,
debtor recovery has been reliable and predictable with a very low exposure to
bad debts. For the year ended 31 March 2025, the Group has not utilised, nor
anticipates prospectively utilising, any external debt or financing
instruments.
The going concern assessment considered a number of realistic scenarios
covering the period ending 30 September 2026, including the ability of future
client acquisition, and the impact of the reduction in services of key clients
upon future cash flows. In addition, the most severe scenario possible
modelled, assumed all current client contracts discontinued at expiry with no
extension or replacement and with no cost mitigation. Even in this most
extreme scenario, the Group has enough liquidity and long-term contracts to
support the business through the going concern period. The Directors have
concluded from these assessments that the Group would have sufficient headroom
in cash balances to continue in operation.
After making enquiries, including a review of the wider economy including
inflationary pressures, the impact of global tariffs, and the global
geopolitical events impacting the wider economy, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and at least twelve months
from the date of approval of the financial statements. Accordingly, they
continue to adopt the going concern basis in preparing the annual report and
accounts.
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee and the ability of the investor to use its power to affect
those variable returns. The consolidated financial statements present the
results of the Company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between Group companies
are therefore eliminated in full.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated
depreciation and any impairment in value.
Depreciation is calculated as to write off the cost of assets, less their
estimated residual values, on a straight-line basis over the expected useful
economic lives of the assets concerned. Depreciation is charged to
administrative expenses in the statements of comprehensive income and expense.
The principal annual rates used for this purpose are:
%
Computer hardware 25-33
Fixtures and fittings 10-33
Motor vehicles 25-33
Leasehold improvements 10-33
Intangible assets
Intangible assets are stated at cost, net of accumulated amortisation and any
impairment in value. The cost of internally developed software is the
attributable salary costs and directly attributable overheads.
Amortisation is calculated to write off the cost of assets, less their
estimated residual values, on a straight-line basis over the expected useful
economic lives of the assets concerned. Amortisation is charged to
administration expenses in the statements of comprehensive income and expense.
The principal annual rates used for this purpose are:
%
Purchased computer software 25-33
Impairment of non-financial assets
Non-financial assets are subject to impairment tests whenever events or
changes in circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its recoverable
amount the asset is written down accordingly. Impairment is charged to
administration expenses in the statements of comprehensive income and expense.
Trade and other receivables
Trade and other receivables are initially recognised at fair value plus
transaction costs and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
At each reporting date an amount of impairment is recognised as lifetime
expected credit losses (lifetime ECL's).
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses (lifetime ECL's). During
this process the probability of the non-payment of the trade receivables is
assessed.
Lifetime ECL's are calculated using a provision matrix that groups trade
receivables according to the time past due, and at provision rates based on
historical observed default rates, adjusted for forward looking estimates
affecting the Group's clients. At every reporting date, the historical
observed default rates and forward-looking estimates are updated.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and highly liquid
interest-bearing securities with maturities of three months or less subject to
insignificant risk of changes in value.
Trade and other payables
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
Leases
The Group as lessee:
All leasing arrangements, where the Group is the lessee (defined as leases
that last more than one year or of a high value), are recognised as a lease
liability and corresponding right-of-use asset.
Lease liability:
The lease liability is calculated as the discounted total fixed payments for
the lease term, termination payments, exercise price of purchase options,
residual value guarantee and certain variable payments. An interest charge is
recognised in the statement of comprehensive income and expense on the lease
liability at an incremental borrowing rate. The lease liability is presented
across separate lines (current and non-current) in the statement of financial
position. The lease liability increases to reflect the interest charge on the
lease liability, at an incremental borrowing rate. The lease liability reduces
over the period of the lease as payments are made. The lease liability is
re-calculated if there is a modification, a change in the lease term, a change
in the lease payments or a change in the assessment to purchase the underlying
assets.
Right-of-use assets:
The right-of-use asset is calculated as the original lease liability, initial
direct costs and amounts paid upfront. The right of use asset is subsequently
measured at cost less accumulated amortisation. The amortisation is charged on
a straight-line basis over the life of the lease to the administrative
expenses within the statements of comprehensive income and expense.
The Group as lessor:
For the years ended 31 March 2025 and 2024 lessor arrangements follow the
accounting treatment 'IFRS 16 Leases'. Where the lease indicates a finance
lease a lease receivable is recognised and the right of use asset is
derecognised. The lease receivable is calculated as the discounted total lease
receipts for the lease term.
Interest income is subsequently recognised in the statements of comprehensive
income and expense and the payment received against the lease receivable. The
balance reduces over the lease term as the initially recognised asset is
derecognised and receipts are received.
Foreign currencies
Assets and liabilities expressed in foreign currencies are translated into
sterling at the exchange rate ruling on the date of the statement of financial
position. Transactions in foreign currencies are recorded at the exchange rate
ruling as at the date of the transaction. All differences on exchange are
taken to the statement of comprehensive income and expense in the year in
which they arise.
Revenue
Revenue recognised in any financial period is based on the delivery of
performance obligations and an assessment of when control is transferred to
the customer. Revenue is either recognised at a 'point in time' when a
performance obligation has been performed, or 'over time' as control of the
performance obligation is transferred to the customer.
The majority of the Group's revenue is derived from the provision of services
under time and materials contracts. Typically, contracts are long-term and
greater than one year, and work streams are managed by individual statements
of work within that contract up to and sometimes exceeding the contract value,
where this has been agreed with the customer. Performance obligations under
such contracts relate to the provision of staff to customers. The transaction
price of the performance obligation is determined by reference to charge-out
rates and time worked for supplied staff specified in the contract and any
recoverable expenses. Since the customer simultaneously receives and consumes
the benefits of the Group's performance obligations under such contracts,
revenue is recognised over time based on the agreed charge out rate per
contract multiplied by the days worked, which uses a direct measurement of
value to the customer of the services transferred to date.
Where temporary workers are supplied to customers, the associated revenue is
recognised gross (inclusive of the cost of the temporary workers) since the
Group is acting as principal. Under IFRS 15, in order to be recognised as
principal, there must be a transfer of control from the vendor to the
customer. Where the Group provides temporary contractors, the Group is acting
as principal since it receives resourcing requirements directly from the
customer, has prime responsibility to find suitable candidates and negotiate
pay rates with them, and delivers the resources to the client including
acceptance that the service provided meets the client's expectations.
In relation to time and materials contracts, the Group has a right to
consideration from a customer in an amount that corresponds directly with the
value to the customer of the Group's performance completed to date. The Group
then recognises revenue in the amount to which it has a right to invoice.
Revenue from fixed price contracts, which may include software and product
development or support contracts, is determined by reference to those fixed
prices, agreed at inception of the contract. For fixed price contracts revenue
is recognised on an over time basis using the straight-line basis or the input
(percentage completion) method. Straight line basis is calculated by dividing
the agreed value over the number of periods covered. Percentage completion is
calculated as the total hours worked as at the statement of financial position
date divided by the total expected hours to be worked to complete the project.
Milestones are set deliverables or time-based and are agreed at inception of
the contract.
Revenue for permanent recruitment services is based on a percentage of a
successful candidate's remuneration package, as agreed with the customer at
inception of the contract. Revenue is recognised at a point in time when the
performance obligation has been satisfied which is deemed to be at the time
the candidate commences employment and subject to a provision for clawback of
fees for candidates that leave prior to the notice period ending.
Revenue and the cost of sale from licences are recognised on a net basis as
the Group is acting as agent in a transaction. The Group enters into a
distinct contract with a client for the licences. The Group acts as a reseller
and the client is bound by the terms and conditions of the end user agreement
of the licence provider. As control of the licences are transferred to the
client at contract agreement, the Group is acting as agent which enables the
recognition of revenue at the point of transaction.
The Company has taken advantage of the practical exemption not to disclose the
value of unfilled performance obligations as the contracts ongoing at the
period end are for less than 12 months.
Taxation
The charge for taxation is based on the profit or loss for the year as
adjusted for disallowable items. It is calculated using tax rates that have
been enacted or substantively enacted by the statement of financial position
date.
Full provision is made for deferred tax on all temporary differences resulting
from the difference between the carrying value of an asset or liability and
its tax base, and on tax losses carried forward indefinitely. Deferred tax
assets are recognised to the extent that it is probable that the deferred tax
asset will be recovered in the foreseeable future based on taxable profits
being available against which the difference can be utilised. Deferred tax is
calculated at the tax rates that that have been enacted or substantively
enacted by the reporting date and are expected to apply to the period when the
asset is realised or liability is settled.
Pension costs
Defined contribution plans are charged to the statements of comprehensive
income as an expense.
Share-based payments
Equity-settled, share-based incentive arrangements are provided to employees
under the Group's share option and conditional share incentive award scheme.
Both awards granted to employees are based on fair value at the date of grant
using an appropriate option pricing model and are charged to operating profit
over the performance or vesting period of the scheme. The annual charge is not
modified for shares lapsed but is modified to take account of shares forfeited
by employees who leave during the performance or vesting period and, in the
case of non-market related performance conditions, where it becomes unlikely
the option will vest.
Provisions
A provision is recognised when the Group has a legal or constructive
obligation as a result of a past event and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is
material, expected future cash flows are discounted using a current pre-tax
rate that reflects current market assessments of the time value of money and
risks specific to the liability. Calculations of these provisions require
judgements to be made. The Group has provided for property dilapidation as
detailed in note 19.
Dividends
Dividends are recognised in the financial statements when they become legally
payable. In the case of interim dividends, this is when declared by the
Directors. Final dividends become payable when they have been approved by
shareholders at the AGM.
New standards and interpretations
A number of amendments to existing standards have been issued but which are
not yet mandatory, and have not been adopted by the Group and Parent Company
in these financial statements. The Directors do not anticipate that their
adoption in future periods will have a material impact on the financial
statements of the Group and Parent Company.
The Group and Parent Company has also considered the following standards and
amendments to published standards are effective for periods on or after 1
January 2024, and concluded they do not have a material impact upon the
financial statements:
· Amendments to IFRS 16 Accounting for Leases: Lease liability in a
sale and leaseback
· Amendments to IAS 1 Presentation of financial statements:
Non-current Liabilities with Covenants
· Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
Statements of cash flows
The Group and Parent Company considers that share based payment expense is a
key staff reward mechanism to encourage profitable growth and is therefore
classified within cash flows from operating activities in the cash flow
statement. Deposit interest received is derived from short-term and typically
overnight interest-bearing accounts and is generated as a consequence of
excess cash balances and is therefore classified within operating activities.
Finance lease interest received is generated by the recognition of a finance
lease receivable associated with a sub-tenant in one property and is therefore
classified as an investing activity.
2. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The Group makes estimates
and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The estimates
and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
Key judgements and sources of estimation uncertainty
................................
IFRS 16 leases
A right-of-use asset of £0.2m (2024: £0.4m), a total lease liability of
£0.5m (2024: £0.8m) and a finance lease receivable of nil (2024: £0.4m)
have been recognised in accordance with the accounting policies on page 59
with respect to IFRS 16 'Leases'. The Directors have made the following
critical accounting estimates and judgements in relation to these balances:
· Lease term: The Directors are of the opinion that property lease assets
and liabilities should generally be calculated with relation to the first
available break date as the expectation is that the lease break may be taken.
During the lease break review period, trading and market conditions will be
taken into account and assets and liabilities will be calculated.
· Impairment of the Right of Use asset. During the period, the Parent
Company terminated the sub-leasing arrangement with a tenant and at the
balance sheet date a Right of Use asset of £382k has been reinstated and
impaired by the same amount. The Directors' opinion is that in the absence of
a new tenant and hence vacant property, the asset is impaired, and this will
be reviewed when a new tenant is found.
· Incremental borrowing rate (IBR): The Directors have calculated the IBR
at 5.0%, based upon readily available credit facilities and Bank of England
base rate, covering a time frame commensurate with the time to the first
available break date. Would the IBR calculation at inception of the leases
have increased by 20% (100 basis points or 1%) to 6.0%, then at the balance
sheet date the Right of Use asset would reduce by £7k to £241k and the lease
liability would reduce by £29k to £509k.
Dilapidation provisions:
The Directors have recognised a dilapidation provision for both the leases
held totalling £300k (2024: £197k). The provision is required to recognise
the best estimate of costs at the balance sheet date of restoring the
properties to their original state at the end of the lease period as a
consequence of wear and tear during tenancy, as required under the lease
obligations. The provision has been calculated based upon industry accepted
current averages on floor space by price per square meter and the Directors'
experience with the landlords, as well as experience in similar negotiations.
Should the average price per square metre vary by 20% the provision required
would increase or decrease by £60k.
Deferred taxation:
The Directors have recognised a deferred tax asset of £1,042k (2024: £386k).
This asset is recognised based upon the following:
· Corporation tax losses brought forward: It is expected that
corporation tax losses brought forward will be utilised against future
probable taxable profits. The Directors have based this upon an estimation of
the level of taxable profits in the proceeding 3 years. If the estimated
future taxable profits varies by 20% the deferred tax asset would increase or
decrease by £72k.
· Restricted stock units: It is expected that when the restricted
stock units (RSUs) are allocated in the year ended 31 March 2026 there will be
a deduction from taxable profits. It is estimated that if the share price at
allocation varies by 20% from that calculated at 28 March 2025 of 325p this
deduction would increase or decrease by £122k.
A plausible downside case of taxable profits was also modelled which included
reduced sales and increased costs; this downside case modelling showed that
the deferred tax asset would still be recovered within the next 3 years up to
an amount of £601k.
Restricted Stock Units (RSUs):
During the year-ending 31 March 2026 the Directors expect that employees in
receipt of the Group's 2022 RSUs will sell approximately 420,000 shares to the
market to cover listing costs, subscription price, personal taxes, and per the
terms of the scheme, employer's national insurance contributions. On this
date, the Group will become liable for employer's national insurance
contributions. The Group will collect these taxes from the employees and the
Group has chosen to account for this agreement with the employees as a
reimbursement right under IAS 37. At the year end, the Group has recognised a
liability and corresponding reimbursement asset in accordance with IAS 37 of
£377k with respect to this. The amount of income recognised will be equal to
the actual payment. Together with the expenses recognised for the tax payment
recognised as a current liability, the total net effect on profit or loss of
the payment to the tax authorities and the tax reimbursement from the
employees is zero.
Operating Segment:
The Directors consider that there is only a single operating segment of the
entity.
3. Financial risk management
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
The Group uses financial instruments that are necessary to facilitate its
ordinary purchase and sale activities, namely cash and trade payables and
receivables: the resultant risks are foreign exchange risk, interest rate
risk, credit risk and liquidity risk. The Group does not use financial
derivatives in its management of these risks.
The Board reviews and agrees policies for managing these risks and they are
summarised below. These policies are consistent with last year.
3.1 Financial risk factors
Foreign exchange risk
There are a small number of routine trading contracts with both suppliers and
clients in euros. In all such circumstances the contracts with supplier and
client will be in the same currency thereby mitigating the Group's exposure to
movements in exchange rates. Payments and receipts are made through a bank
account in the currency of the contract therefore balances held in any foreign
currency are to facilitate day to day transactions. With the trading Company's
functional currency of sterling there are the following foreign currency net
assets:
Group and Parent Company Note 2025 2024
£'000 £'000
Currency: Euros
Cash and cash equivalents 17 1 44
Trade and other receivables 16 - 1
Trade and other payables 18 - (5)
1 40
Any changes in foreign exchange rates would not have a significant impact on
the results of the Group.
Interest rate risk
During the year ending 31 March 2024, the Group had access to a financing
facility with a major UK bank. During that year, the Lloyds invoicing facility
was unutilised and therefore deemed to be not appropriate to support the
business model and was terminated. The facility borrowing rate was 1.75% above
base rate and so when required to be utilised, this represented an interest
rate risk.
Cash balances are held on deposit from time to time overnight in short-term
interest-bearing accounts, repayable on demand: these attract interest rates
which fluctuate in relation to movements in bank base rate. This maintains
liquidity and does not commit the Group to long term deposits at fixed rates
of interest.
There were no borrowings, aside from lease liabilities arising from the
application of IFRS 16, during the year.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from credit sales. It
is Group policy to assess the credit risk of new customers before entering
into contracts. Each new customer is assessed, using external ratings and
relevant information in the public domain before any credit limit is granted.
In addition, trade receivables balances are monitored on a regular basis to
minimise exposure to credit losses. There was no charge to the income
statement during the year (2024: no charge to the income statement).
The Group is also exposed to credit risk from contract assets, being revenue
earned but not yet invoiced (note 16).
The Group also has credit risk from cash deposits with banks (note 17).
The Group's maximum exposure to credit risk is based on the following
undiscounted financial assets and liabilities measured at amortised cost based
on disclosure requirements per IFRS 7.8:
Group and Parent Company Note 2025 2024
£'000 £'000
Finance lease receivable 14 - 396
Trade receivables 16 2,995 2,729
Contract assets 16 132 203
Other debtors 16 448 -
Cash and cash equivalents 17 3,372 2,052
Total financial assets 6,947 5,380
Group and Parent Company Note 2025 2024
£'000 £'000
Lease liability 14 538 753
Trade payables 18 578 419
Accruals 18 575 506
Total financial liabilities 1,691 1,678
Liquidity risk
The Group's liquidity risk arises from its management of working capital. The
Board receives regular cash flow and working capital projections to enable it
to monitor its cash flow. At the statement of financial position date these
projections indicated that the Group expected to have sufficient liquid
resources to meet its reasonably expected obligations. Maturity of financial
liabilities is set out in note 18.
Capital risk management
The Group's capital comprises of shareholders' equity. Its objectives when
managing capital are to safeguard the Group's ability to continue as a going
concern in order to maximise shareholder value. To maintain or adjust the
capital structure the Group may adjust the dividend payment to shareholders,
return capital to shareholders, issue new shares or alter the level of
borrowings.
3.2 Fair value estimation
The carrying value of financial assets and liabilities approximate their fair
values.
4. Revenue
The Group operates solely in the UK. All material revenues are generated in
the UK.
The largest single customer contributed 24% of Group revenue (2024: 20%) and
was in the public sector. Five other customers, all in the public sector,
contributed more than 10% of Group revenue (2024: four, three in the public
sector and one private).
Disaggregation of revenue
In accordance with IFRS 15, the Group disaggregates revenue by contract type
as the Directors believe this best depicts how the nature, timing and
uncertainty of the Group's revenue and cash flows are affected by economic
factors. Accordingly, the following table disaggregates the Group's revenue by
contract type:
Group and Parent Company 2025 2024
£'000 £'000
Time and materials 21,114 13,344
Fixed price 276 708
Licences 31 (6)
21,421 14,046
Licence revenue of -£6k in the previous year was due to adverse foreign
exchange rates differences in the contract period.
The Group also disaggregates revenue by operating sector reflecting the
different commercial risks (e.g. credit risk) associated with each.
Group and Parent Company 2025 2024
£'000 £'000
Public sector 20,043 11,385
Private sector 1,378 2,661
21,421 14,046
Contract balances
For all contracts, the Group recognises a contract liability to the extent
that payments made are greater than the revenue recognised at the period end
date. When payments are made less than the revenue recognised at the period
end date and has not yet been invoiced to the client, the Group recognises a
contract asset for the difference.
Contract assets and contract liabilities are included within 'trade and other
receivables' and 'trade and other payables' respectively on the face of the
statement of financial position.
Contract assets Contract liabilities
Group and Parent Company 2025 2024 2025 2024
£'000 £'000 £'000 £'000
At 1 April 203 375 (68) (37)
Transfers in the period from contract assets to trade receivables (203) (375) - -
Excess of revenue recognised over cash (or right to cash) being recognised in 132 203 - -
the period
Amounts included in contract liabilities that was recognised as revenue in the - - 68 37
period
Cash received in advance of performance and not recognised as revenue in the - - (124) (68)
period
At 31 March 132 203 (124) (68)
There is no expectation of a material expected lifetime credit loss arising in
relation to contract assets.
One contract (2024: none) has both contract assets and liabilities.
5. Other Income
2025 2024
£'000 £'000
Dilapidations income 78 -
Lease settlement income (note 14) 382 -
Total other income 460 -
6. Profit/(Loss) from operations
2025 2024
£'000 £'000
Profit/(Loss) from operations is stated after charging:
Depreciation of owned assets (note 13) 69 66
Amortisation of right of use assets (note 14) 141 183
Impairment of right of use assets (note 14) 382 -
Amortisation of intangible assets (note 12) - 1
Auditor remuneration:
Audit of financial statements: Group and Parent Company 151 175
7. Finance income and expense
Finance income
2025 2024
£'000 £'000
Bank interest received 51 16
Finance lease interest received (note 14) 6 24
Total finance income 57 40
Finance expense
2025 2024
£'000 £'000
Interest expense on lease liability (note 14) 38 51
Net foreign exchange loss 3 2
Total finance expense 41 53
8. Employees and Directors
Group and Parent Company 2025 2024
Number Number
Average number of persons (including Directors) employed during the year
Senior management 11 9
Fee earners 131 95
Sales 8 8
Administration and finance 5 5
155 117
At the year end, the number of permanent fee earners as at 31 March 2025 was
147 (2024: 116). Included in senior management are two non-Board members who
may be fee earning from time to time.
Staff costs for the above persons (including Directors) 2025 2024
£'000 £'000
Wages and salaries 10,994 8,461
Social security costs 1,299 1,005
Defined contribution pension costs 1,391 1,009
Equity settled share-based payments 262 202
13,946 10,677
2025 2024
Directors £'000 £'000
Emoluments 842 872
Benefits in kind 11 20
Money purchase pension contributions 96 79
Total remuneration 949 971
Social security costs 116 110
1,065 1,081
Three Directors (2024: three) had retirement benefits accruing under money
purchase pension schemes. Key management personnel are considered to be the
Directors. Further information on Directors' remuneration can be found on page
30.
9. Taxation
2025 2024
£'000 £'000
Current tax
Current tax on profits/(loss) for the year - -
Deferred tax
Increase in recognised deferred tax asset (214) (278)
Total tax credit for the year (214) (278)
The differences between the actual tax credit for the year and the standard
rate of corporation tax in the UK applied to profits/(losses) for the year are
as follows:
2025 2024
£'000 £'000
Profit/(Loss) before tax 1,516 (1,291)
Profit/(Loss) before tax multiplied by standard rate of corporation tax in the 379 (323)
UK of 25% (2024: 25%)
Expenses not deductible for tax purposes 17 67
Recognition of a deferred tax asset (150) -
Allowances recognised (24) (18)
Recognition of deferred tax on losses - (4)
Use of brought forward losses (436) -
Tax credit for the year (214) (278)
The following are the deferred tax assets recognised by the Group and
movements thereon during the current period:
Tax losses carried forward Restricted stock units Other temporary differences Total
£'000 £'000 £'000 £'000
At beginning of the year 413 - (27) 386
Credit to the profit and loss account 17 166 31 214
Credit to equity - 442 - 442
At end of the year 430 608 4 1,042
Deferred tax assets of £1,042k (2024: £386k) have been recognised in respect
of tax losses, restricted stock units and other temporary differences where
the Directors believe it is probable that the assets will be recovered. This
expectation of recovery is calculated by modelling estimates of future taxable
profit forecasts that can be offset with historic trading losses brought
forward. In calculating this taxable profit, forecasts that have been used for
both the going concern and viability assessment and adjustments to taxable
profits are taken into consideration.
There are no unrecognised deferred tax assets in respect to trading losses
(2024: unrecognised deferred tax asset of £461k in respect of trading losses
of £1,842k).
Deferred tax assets have not been recognised for potential temporary
differences arising from unexercised share options of £66k (2024: £296k) and
general provisions of nil (2024: £27k) as the Directors believe it is not
certain these assets will be recovered.
10. Dividends
2025 2024
£'000 £'000
Final dividend for the year ended 31 March 2024 - 4p (2023: 4p) per share 667 664
(declared and paid in the following year)
Interim dividend for the year ended 31 March 2025 - 2p (2024: 2p) per share 333 332
Total dividend paid 1,000 996
The Directors propose a final dividend of 4p per share (2024: 4p per share),
bringing the total dividend to 6p per share for the financial year (2024: 6p
per share).
11. Earnings per ordinary share
Earnings per share have been calculated on the profit/(loss) for the year
divided by the weighted average number of shares in issue during the period
based on the following:
2025 2024
Profit/(Loss) for the year £1,730,000 (£1,013,000)
Average number of shares in issue 16,665,877 16,600,680
Restricted Stock Units - vested 750,000 -
17,415,877 16,600,680
Effect of dilutive options 83,857 -
Average number of shares in issue plus dilutive options 17,499,734 16,600,680
Basic earnings/(loss) per share 9.93p (6.10p)
Diluted earnings/(loss) per share 9.89p (6.10p)
The average number of shares in issue has been increased for restricted stock
units that have vested but have not yet been issued.
12. Intangible assets
Group and Parent Company Purchased software
£'000
Cost
At 31 March 2023 128
Additions -
Disposals -
At 31 March 2024 128
Additions -
Disposals -
At 31 March 2025 128
Accumulated amortisation/impairment
At 31 March 2023 127
Charge for the year 1
Disposals -
At 31 March 2024 128
Charge for the year -
Disposals -
At 31 March 2025 128
Net book value
At 31 March 2025 -
At 31 March 2024 -
13. Property, plant and equipment
Group and Parent Company Computer Fixtures Motor Total
hardware & fittings vehicles
£'000 £'000 £'000 £'000
Cost
At 31 March 2023 241 592 4 837
Additions 36 4 - 40
Disposals - - - -
At 31 March 2024 277 596 4 877
Additions 38 25 - 63
Disposals - (7) - (7)
At 31 March 2025 315 614 4 933
Accumulated depreciation
At 31 March 2023 193 441 4 638
Charge for the year 26 40 - 66
Disposals - - - -
At 31 March 2024 219 481 4 704
Charge for the year 32 37 - 69
Disposals - (7) - (7)
At 31 March 2025 251 511 4 766
Net book value
At 31 March 2025 64 103 - 167
At 31 March 2024 58 115 - 173
14. Leases
The Group and Parent Company as a lessee:
The Group has a lease contract for 1 of its office premises with a term
remaining of 3 years. The lease liability for this property has been
calculated on the basis of the termination option being taken. There are no
other future cash outflows in relation to the lease to which the Group is
potentially exposed. The lease is represented on the balance sheet as a right
of use asset and a lease liability.
During the period, the Parent Company terminated the sub-leasing arrangement
with a tenant. As a result, the finance lease held was extinguished and a
right-of-use asset of £382k has been reinstated that has been impaired by the
same amount until a new tenant is established. As part of this settlement
dilapidations income was received of £78k which has been recorded as other
income (see note 5).
A lease term with another property expired during the year, and the Company is
now holding a short-term lease with this property. Short-term leases are not
recognised and expensed to the profit and loss statement.
Right-of-use assets
The carrying amounts of the right-of-use assets are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2023
Opening position 572 572
Amortisation (183) (183)
At 31 March 2024 389 389
Reinstatement 382 382
Impairment (382) (382)
Amortisation (141) (141)
At 31 March 2025 248 248
Lease liabilities
The carrying amount of the lease liabilities recognised are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2023
Opening position 1,046 1,046
Interest expense 51 51
Lease payments (344) (344)
At 31 March 2024 753 753
Interest expense 38 38
Lease payments (253) (253)
At 31 March 2025 538 538
At the balance sheet date, the Group and Parent Company had outstanding
commitments for future lease payments as
follows:
At 31 March 2024 Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years
£'000 £'000 £'000 £'000
Discounted lease liabilities 75 140 188 350
Undiscounted lease liabilities 86 167 215 376
At 31 March 2025 Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years
£'000 £'000 £'000 £'000
Discounted lease liabilities 46 142 197 153
Undiscounted lease liabilities 54 161 215 161
For the year ended 31 March 2025 cash outflows for leases amount to £253k
(2024: £344k).
The Group and Parent Company as a lessor:
Finance lease receivables
The Group entered into a lease arrangement considered to be a finance lease,
representing rentals payable to the Group for a rental of a proportion of a
leased property for the period to 23 March 2028. During the year ending 31
March 2025, this finance lease was terminated and the total finance lease
receivable asset of £402k was derecognised.
The resulting office space will not be used by the business for its own use
and the Company is exploring opportunities to re-let the space.
The carrying amounts of the lease receivable asset are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2023
Opening position 490 490
Interest income 24 24
Payments received (118) (118)
At 31 March 2024 396 396
Interest income 6 6
Disposals (402) (402)
At 31 March 2025 - -
At the balance sheet date, the Group and Parent Company had no future lease
receivables. The prior year was as follows:
At 31 March 2024 Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years
£'000 £'000 £'000 £'000
Discounted lease receivables 24 75 104 193
Undiscounted lease receivables 30 89 119 208
The total lease receivable of nil (2024: £396k) is disclosed as non-current
assets of nil (2024: £297k) and current assets of nil (2024: £99k).
15. Investments
Parent Company
Investments are:
(a) Generic Software Consultants Limited ("Generic"), a 100% subsidiary
undertaking, in respect of both voting rights and issued shares, which is
registered in England and Wales and has an issued share capital of 5,610 US$1
ordinary shares. The investment is stated in the Company's books at £440.
Up to 31 March 2009 Generic acted as an agent for the business, but did not
enter into any transactions in its own right: its business was included within
the figures reported by the Company. On 1 April 2009 the agency agreement was
terminated and all business is now conducted directly by the Parent Company
including its Generic business.
(b) Triad Special Systems Limited, Generic Online Limited, Zubed Geospatial
Limited, Zubed Sales Limited, are all 100% subsidiaries which are registered
in England and Wales. They are dormant companies, which have never traded.
Each has a share capital of £1.
The registered office of Triad Special Systems Limited is Huxley House,
Weyside Park, Catteshall Lane, Godalming, Surrey GU7 1XE. The registered
office of the other subsidiaries is 3 Caldecotte Lake Business Park,
Caldecotte Lake Drive, Caldecotte, Milton Keynes MK7 8LF.
16. Trade and other receivables
Group and Parent Company 2025 2024
£'000 £'000
Trade receivables 3,000 2,734
Less: provision for expected credit losses (5) (5)
Trade receivables-net 2,995 2,729
Contract assets (see note 4) 132 203
Other debtors 448 -
Trade and other receivables 3,575 2,932
Prepayments 200 173
3,775 3,105
Analysed as:
Current asset 3,775 3,105
Total 3,775 3,105
The fair value of trade and other receivables approximates closely to their
book value.
Other debtors includes an amount of £377k (2024: nil) relating to the amounts
owed by the recipients of the 2022 RSU award, which will be payable when the
corresponding employers national insurance liability of the same amount is
crystallised and paid to HMRC.
Trade receivables represent an unconditional right to consideration.
The Group applies IFRS 9 in measuring expected credit losses and
forward-looking estimates at the close of each reporting period. This is based
upon previous experience of losses and forward-looking estimates is
consistently applied each year. Trade receivable losses are written-off when
there is no reasonable expectation of recovery.
The lifetime expected credit losses on trade receivables as at 31 March 2025
is calculated as follows:
Group and Parent Company Expected default rate Gross carrying amount Credit loss allowance
(A) (B) (A x B)
% £'000 £'000
Current 0.15 2,374 4
Up to 30 days past due 0.20 606 1
Up to 60 days past due 2.50 16 -
Over 60 days past due 5.00 4 -
3,000 5
No provision has been recognised for contract assets and other debtors as they
are expected to be fully recovered.
The lifetime expected credit losses on trade receivables as at 31 March 2024
were calculated as follows:
Group and Parent Company Expected default rate Gross carrying amount Credit loss allowance
(A) (B) (A x B)
% £'000 £'000
Current 0.15 2,357 4
Up to 30 days past due - 319 -
Up to 60 days past due - 27 -
Over 60 days past due 5.00 31 1
2,734 5
Movements on the provision for expected credit loss are as follows:
Group and Parent Company 2025 2024
£'000 £'000
At beginning of the year 5 5
Credited to income statement - -
At end of the year (credit loss allowance) 5 5
The carrying amount of the Group's trade and other receivables are denominated
in the following currencies:
Group and Parent Company 2025 2024
£'000 £'000
Sterling 3,575 2,931
Euros - 1
3,575 2,932
17. Cash and cash equivalents
Group and Parent Company 2025 2024
£'000 £'000
Cash and cash equivalents 3,372 2,052
The fair value of cash and cash equivalents approximates closely to their book
value.
The carrying amount of the Group's cash and cash equivalents is denominated in
the following currencies:
Group and Parent Company 2025 2024
£'000 £'000
Sterling 3,371 2,008
Euros 1 44
3,372 2,052
For the purpose of the consolidated statements of cash flows, cash and cash
equivalents consist of cash, as detailed above.
During the year, the Group did not utilise external funding or have immediate
access to a financing facility. In March 2024 the Group terminated access to
an invoicing facility with a major UK bank at a borrowing rate of 1.75% above
base rate. In that year, the facility was not utilised.
18. Trade and other payables
Group Parent Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 578 419 578 419
Accruals 575 506 575 506
Owed to subsidiary - - 5 5
1,153 925 1,158 930
Contract liabilities (see note 4) 124 68 124 68
Other taxation and social security 1,642 1,159 1,642 1,159
2,919 2,152 2,924 2,157
Analysed as:
Current liability 2,919 2,152 2,924 2,157
Total 2,919 2,152 2,924 2,157
The majority of trade and other payables are settled within three months from
the year end. With respect to employment tax liabilities generated from
restricted stock units is expected to be settled within 3 to 6 months from the
year end.
The fair value of trade and other payables approximates closely to their book
value.
The carrying amount of trade and other payables is denominated in the
following currencies:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Sterling 1,153 920 1,158 925
Euros - 5 - 5
1,153 925 1,158 930
19. Provisions
Group and Parent Company Provision for property dilapidations
£'000
At 31 March 2023 and 1 April 2024 197
Additions 103
Charged to income statement -
Utilised in year -
At 31 March 2025 300
The maturity profile of the present value of provisions is as follows:
Group and Parent Company 2025 2024
£'000 £'000
Current
Provision for property dilapidation 136 136
Non-current
Provision for property dilapidation 164 61
The provision for property dilapidation covers the estimated future costs at
the balance sheet date required to meet obligations under property leases to
redecorate and repair property.
20. Share capital
2025 2024
Ordinary shares of 1p each
Issued, called up and fully paid:
Number 16,670,388 16,629,781
Nominal value £166,704 £166,298
During the year 40,607 1p ordinary shares were issued as a result of the
exercise by employees of share options:
Number Option price Increase in share capital Increase in share premium
20,000 11.0p £200 £2,000
20,607 53.5p £206 £10,819
40,607 £406 £12,819
21. Share-based payments
The Group operated 2 incentive plans during the year; EMI Share Option Scheme
and a Restricted Stock Unit (RSU) Employee Share Incentive Plan scheme, which
are both equity settled schemes. The Company issues new shares to satisfy
vesting outcomes and holds no shares in treasury (2024: nil).
EMI Share Option Scheme
At 31 March 2025, 97,191 (2024: 137,798) options granted under employee share
option schemes remain outstanding:
Date option granted Number Exercise price Period options exercisable
9 March 2018 97,191 53.5p 1 April 2021 to 9 March 2028
Under the terms of the scheme, options vest after a period of three years
continued employment and were subject to the following:
For options granted on 9 March 2018: 100% of the shares granted under an
option vested as the Company's share price at 31 March 2021 increased by 30%
or more from the share price as at the date of grant. 50% of shares granted
under an option vested if the Company's share price at 31 March 2021 increased
by 15% from the share price as at the date of grant. Between these upper and
lower thresholds, awards were to vest on a straight-line basis. Given the
share price as at 31 March 2021, 100% of these options vested on 31 March
2021.
Options have been valued using the Black-Scholes option-pricing model.
The contractual life of all vested options is 7 years.
No options were granted during the year (2024: none).
Restricted Stock Units (RSUs) Employee Share Incentive Plan
In March 2022 a number of restricted stock units (RSUs) were granted under the
new Triad Employee Share Incentive Plan and vested on the effective date of 28
March 2025, which was the last working date prior to the third anniversary of
the award date of 30 March 2022:
Date award made Number Performance condition Vesting date
30 March 2022 750,000 135.0p 30 March 2025
The Award would vest following 3 years continuous employment and if the Board
determines that the Market Value of a Share on the third anniversary of the
Award Date is equal to or greater than the Market Value of a Share on the
Award Date. These shares vest automatically after 3 years. The market value at
the Award Date was 135.0p and the fair value of the RSUs was 88.8p. The market
value at the effective vesting date was 335.0p and these RSUs vested.
The 750,000 shares had not been allocated to the beneficial owners as of the
date of signing these accounts and the ordinary share capital has therefore
not increased at the balance sheet date.
The RSUs have been valued using the Monte Carlo pricing model. The performance
condition included in the fair value calculation was the share price at grant
of 135p.
The total expense recognised in the year is £262,000 (2024: £202,000).
No RSUs were granted during the year (2024: nil).
A reconciliation of the total share award movements over the year to 31 March
2025 is shown below:
2025 2024
Number of options Weighted average exercise price of the share award Number of options Weighted average exercise price of the share award
Pence Pence
Outstanding at start of year 887,798 8.2 934,916 9.1
Granted - - - -
EMI share options exercised (40,607) 32.6 (47,118) 26.4
Forfeited - - - -
Outstanding at end of year 847,191 7.0 887,798 8.2
Exercisable at end of year 847,191 7.0 137,798 47.3
There were 40,607 EMI share options exercised during the year.
There are EMI share options exercisable of 97,191 relating to the 2018 grants
which have all vested (2024: 117,798 all vested) and 750,000 restricted stock
units (RSUs) relating to the 2022 awards that have met the performance
conditions, but not yet been issued and allocated (2024: nil) There is a total
of 180,000 RSU's held by Directors (2024: 180,000). Transactions with
Directors are set out in the Directors' remuneration report on page 30.
The weighted average share price at the date of exercise for share options
exercised during the period was 272.3p (2024: 145.1p). The options outstanding
as at 31 March 2025 had an exercise price of 53.5p, and with respect to the
RSUs, 1.0p. The weighted average remaining contractual life is 0.3 years
(2024: 1.4 years).
The inputs into the share-based payments model to calculate the RSU awards
were as follows:
Expected volatility 77%
Expected life 3 years
Risk-free rate 1.4%
Exercise price 1.0p
Share price at grant date 135.0p
Fair value 88.8p
Dividend Yield 4.4%
Expected volatility is calculated by reference to the historical share price
for the 3-year period ending on the award date of 29 March 2022.
22. Related party transactions and ultimate control
The Group and Parent Company rents one of its offices under a lease with a
sub-tenant in occupation on one floor during the year that had terminated the
lease by year end. The current annual rent of £215,000 was fixed, by
independent valuation, at the last rent review in 2008. J C Rigg, a Director,
has notified the Board that he has a 50% beneficial interest in this contract.
The balance owed at the year-end was £nil (2024: £nil). There is no ultimate
controlling party.
Five year record
Consolidated income statement
Years ended 31 March 2025 2024 2023 2022 2021
£'000 £'000 £'000 £'000 £'000
Revenue 21,421 14,046 14,858 17,015 17,815
Gross profit 6,121 2,819 3,504 4,784 3,810
Profit/(Loss) before tax 1,516 (1,291) 9 1,081 644
Tax credit/(charge) 214 278 (53) 88 41
Profit/(Loss) after tax 1,730 (1,013) (44) 1,169 685
Retained profit/(loss) for the financial year 1,730 (1,013) (44) 1,169 685
Basic earnings/(loss) per share (pence) 9.93 (6.10) (0.27) 7.16 4.28
Balance sheet
As at 31 March 2025 2024 2023 2022 2021
£'000 £'000 £'000 £'000 £'000
Non-current assets 1,457 1,245 1,276 916 921
Current assets 7,147 5,256 7,430 7,963 7,540
Current liabilities (3,243) (2,503) (2,561) (2,464) (2,555)
Non-current liabilities (514) (599) (951) (397) (623)
Net assets 4,847 3,399 5,194 6,018 5,283
Share capital 167 166 166 165 160
Share premium account 919 906 894 880 666
Capital redemption reserve 104 104 104 104 104
Retained earnings 3,657 2,223 4,030 4,869 4,353
Equity shareholders' funds 4,847 3,399 5,194 6,018 5,283
Shareholders' information and financial calendar
Share register
EQ maintain the register of members of the Company. If you have any questions
about your personal holding of the Company's shares, please contact:
EQ
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Telephone: 0371 384 2486
If you change your name or address or if the details on the envelope enclosing
the report, including your postcode, are incorrect or incomplete, please
notify the registrar in writing.
Shareholders' enquiries
If you have an enquiry about the Group's business, or about something
affecting you as a shareholder (other than queries that are dealt with by the
registrar) you should contact the Company Secretary, by letter or telephone at
the Company's registered office.
Company Secretary and registered office:
James McDonald
Triad Group Plc
Weyside Park
Catteshall Lane
Godalming
Surrey
GU7 1XE
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
Financial calendar
Annual General Meeting The date of the AGM is to be confirmed.
Financial year ended 31 March 2026: expected announcement of results
Half-year November 2025
Full-year June 2026
Corporate information
Executive Directors
John Rigg, Chairman
Charlotte Rigg, Deputy Executive Chairman
Adrian Leer, Managing Director
Tim Eckes, Client Services Director
James McDonald, Finance Director
Non-Executive Directors
Chris Duckworth
Alison Lander
Secretary and registered office
James McDonald
Triad Group Plc
Weyside Park
Catteshall Lane
Godalming
Surrey
GU7 1XE
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
Country of incorporation and domicile of Parent Company
United Kingdom
Legal form
Public limited company
Company number
02285049
Registered Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Brokers
Zeus Capital Ltd
125 Old Broad Street
London
EC2N 1AR
Solicitors
Freeths
Davy Avenue
Knowlhill
Milton Keynes
MK5 8HJ
Bankers
Lloyds Bank plc
City Office
11-15 Monument Street
London
EC3V 9JA
Registrars
EQ
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
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