Annual Report
and Accounts
2023/2024
TRIAD GROUP PLC
GROSS PROFIT AS A PERCENTAGE OF REVENUE
31 MARCH 2024:
2023:
20.1%
23.6%
GROSS PROFIT
31 MARCH 2024:
2023:
£2.8m
£3.5m
Financial Highlights:
REVENUE FOR THE YEAR ENDED
31 March 2024:
CASH RESERVES
31 MARCH 2024:
2023:
2023:
£14.0m
£2.1m
£14.9m
£4.8m
(LOSS)/PROFIT BEFORE TAX
31 MARCH 2024:
2023:
£(1.3m)
£0.0m
LOSS AFTER TAX
31 MARCH 2024:
2023:
(£1.0m)
(£0.0m)
Triad Group Plc | Annual Report for the year ended 31 March 2024
Table of contents
02 Strategic report
16 Directors’ report
19 Corporate governance report
24 Directors’ remuneration report
34 Independent auditor’s report
42 Statements of comprehensive income and expense
43 Statements of changes in equity
44 Statements of financial position
45 Statements of cash flows
46 Notes to the financial statements
65 Five year record
66 Shareholders’ information and financial calendar
67 Corporate information
2 | Triad Group Plc | Annual Report and Accounts 2024
Financial highlights
Year ended
31 March
2024
Year ended
31 March
2023
Difference
Revenue
£14.0m
£14.9m -£0.9m
Gross Profit
£2.8m
£3.5m -£0.7m
Gross Profit % 20.1% 23.6% -3.5%
(Loss)/Profit before
tax
(£1.3m) £0.0m -£1.3m
Loss after tax
(£1.0m)
(£0.0m) -£1.0m
Cash reserves
£2.1m
£4.8m -£2.7m
Basic loss per share (6.10p) (0.27p) -5.83p
Final dividend –
proposed
4p 4p –
Chairman’s statement
Dr John Rigg
Financial headlines
For the year ended 31 March 2024 the Group reports
revenue of £14.0m (2023: £14.9m). The gross profit as
a percentage of revenue has reduced to 20.1% (2023:
23.6%) primarily as a result of reduced levels of consultant
utilisation, particularly in the first half of the year (unaudited
interim accounts). The loss before tax was £1.3m (2023:
profit £0.0m) and the loss after tax was £1.0m (2023:
£0.0m). Cash reserves have reduced to £2.1m (2023: £4.8m).
The losses made in the first half of the year reflected the
decision to retain a large bench of off-charge consultants
along side a renewed focus upon work winning activities
and the need for rapid reaction capabilities. New business
wins in the second half generated a much improved revenue
performance utilising in part the previously benched
employees and, critically for future financial periods, a large
increase in the number of fee earning consultants which
reached 116 by the close of the year (2023: 94). The majority
of these new consultants were fee earning immediately.
Triad’s business model dictates that cash balances will
predictably follow both the profit or loss and, as appropriate,
dividend distribution to shareholders. In the year, there were
no bad debts (2023: nil) and the Group expects that cash
balances will grow as profitability recovers.
Overview of results
As predicted, we absorbed almost all the costs of
recruitment and set up associated with our major new
business wins in the fourth quarter of last year and, as a
result, are reporting a break-even result after tax for the
second half of that year.
Outlook
In my Trading Statement dated 7th March 2024, I indicated
that we should expect “a flying start for our new financial year
beginning in April”. I can now confirm that our progress since
the year end has shown that my words have turned out to be
a very substantial understatement. A transformation of our
results is now being achieved in the current financial year.
We are continuing to recruit at pace and of the highest quality.
Our cash flow is very strong, and we are bidding for major
further lines of business. Our orderbook is also extremely
healthy and we are already aiming up to two years ahead in
our efforts to win new major contracts. Further detail follows
in the Managing Director’s statement below.
Strategic report
Strategic report
I believe that the recent excellent performance in the share
price is further proof that our status as a quoted company
(Main Market, Premium Segment) is of great value to the
Company, combined with the fact that we continue to be an
SME and have substantial headroom for further expansion
within the SME category.
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 (2023: 4p per share), which together with the interim
dividend already paid of 2p (2023: 2p per share), totals 6p per
share for the financial year (2023: 6p per share).
We will review the dividend for the current year (ending 31
March 2025) in the light of the half year results.
Employees
On behalf of the Board of Directors, I would like to thank all
of the staff for their commitment and contribution during
another very important year.
John Rigg
Executive Chairman
25 June 2024
Triad Group Plc | Annual Report and Accounts 2024 | 3
4 | Triad Group Plc | Annual Report and Accounts 2024
Strategic report
Heat Market Mechanism, the management of 20+ significant
projects across MOJ, and the scoping of a future platform
at Met Office for observations data that will be managed
by their new supercomputer. A significant dimension of our
work has been the development of governance frameworks
for the management of data and the use of AI, including at
clients such as OPSS, DESNZ and FCDO.
The final quarter saw the mobilisation of these new
contracts, including the recruitment of new consultants to
satisfy demand. Overall, the consultant headcount increased
by 26, with most of these arriving during the latter stage
of the period. At year-end, the number of fee-earning
consultants was 116, with further recruitment following in the
new financial year. Whilst all recruitment was built around
anticipated demand, there was inevitably a financial impact
caused by the on-boarding and bedding-in of new hires.
A source of significant pride to the Company is that these
new hires were recruited by our in-house team, maintaining
our tight grip on the candidate attraction and recruitment
process whilst avoiding external agency fees. Pleasingly,
the proportion of women employed increased to 30%,
continuing an upward trend over the last four years.
Staff engagement remained a crucial focus, particularly
with the need to assimilate large numbers of new recruits.
In addition to daily team meetings, all staff participate
in fortnightly briefings with myself and whole company
gatherings take place in London twice each year. A
significant motivation for our staff is the opportunity to make
a difference across our client portfolio. In all engagements
we are helping the greater good, be that by making the
streets safer, protecting consumers from harmful products,
or by improving the environment. Another measure of
staff engagement has been the participation of staff in the
popular “Day in the life” series of blog articles, with nearly
30% of the organisation publishing their own stories online.
A great source of motivation has been the Company’s
commitment to the “Boycott your Bed” fundraising campaign,
supporting the charity Action for Children. More than 10% of
staff took part in this annual event, involving a sleep-out in
London to raise funds and awareness for a great cause.
At our December gathering, the Company was able to
celebrate industry recognition from the prestigious BCS &
Computing UK IT Industry Awards 2023. Our work with the
HM Prison and Probation service won the award for digital
transformation project of the year. The application of user
research expertise at DfT led to the Company winning the
UX project of the year. And, as the only company to pick
up three awards, our own Lucy Harvey was recognised as
“Rising star of the year”. These awards reflect not only the
Managing Director’s statement
Adrian Leer
Business commentary
To use the sporting cliché, this was certainly a game of
two halves, with record sales wins in the second half laying
superb foundations, albeit on the back of a difficult first half.
The financial results reflect a depressed first half affected
by several projects coming to an end, the running down
of a major contract, and a corresponding shortage of new
contract wins. This all led to higher than planned numbers
of consultants on the bench. With a very lean business
model, the utilisation level of our permanent consultants
significantly impacts profitability. However, as reported in
the Company’s interim update, we steadfastly maintained
our headcount with the strong expectation of future work
coming through. This stance was vindicated with the arrival
of several new and significant contracts during the second
half, setting the stage for future levels of performance not
seen for over 20 years.
Operational review
The new contracts comprise repeat business with existing
clients and the acquisition of new clients. At the Office of
Product Safety & Standards (OPSS), the Company is acting
as the digital delivery partner. At the Ministry of Justice
(MOJ) we succeeded in winning the latest iteration of their
programme and project management service, in partnership
with Bramble Hub. The Company won another digital
delivery partner contract with the Industrial Decarbonisation
& Emissions Trading unit with the Department for Energy
Security & Net Zero (DESNZ), plus a similar contract with
the Foreign, Commonwealth & Development Office (FCDO).
Another new client was the Met Office, where the Company
was successful in winning the contract to provide business
analysis and architecture as a managed service. Further
wins during the second half included the digitalisation of
the Sustainable Aviation Fuel initiative at Department for
Transport (DfT), where we also secured a project to develop
their Connectivity Planning Tool.
Within law enforcement, the Company won a contract
to support a secure national hosting platform, alongside
engagements at Kent, Essex, Norfolk, and Suffolk police
forces to help develop strategies around command and
control systems.
Combined, these contracts had an award value in excess of
£25m and represented one of the most successful periods
of contract wins in the Company’s history.
Assignments included the development of a Dynamics-
based enterprise management system at OPSS, the
development of a GDS-approved digital service for the Clean
Strategic report
great work of our teams but also the quality of the working
relationships with our clients, without whom these outcomes
would not be possible.
Outlook
With the aforementioned contract wins, our client portfolio
is significantly more diverse and less reliant on individual
contracts. Our consultant headcount has already increased
in the new financial year, and the current portfolio also draws
upon a wide range of technical disciplines and expertise.
This provides welcome resilience, as well as offering a broad
spectrum of case studies and developments upon which
further wins can be based.
The strategy is to continue driving work within the existing
portfolio as well as using the experience gained there
to generate work across the wider UK public sector.
Regardless of the general election outcome, we expect
the digital workload in Government to be significant, with a
focus on driving productivity and efficiency. The forthcoming
Procurement Act should see ongoing support for the SME
agenda, and the Company intends to continue enjoying its
SME status whilst having room to expand its headcount as
new contracts come on stream.
Further to the Chairman’s statement, I would like to also
thank all of the staff who have contributed so impressively
to building a platform that should see the Company achieve
new heights over the coming years.
Adrian Leer
Managing Director
25 June 2024
Triad Group Plc | Annual Report and Accounts 2024 | 5
6 | Triad Group Plc | Annual Report and Accounts 2024
Organisation overview
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 too, 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. Regular
meetings are held between the Executive Chairman and
the Managing Director to ensure risks are identified and
communicated.
Strategic report
Triad Group Plc | Annual Report and Accounts 2024 | 7
Strategic report
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 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
Brexit still has 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. The strong
relationships the Group enjoys with a large range of public
sector clients within the UK mitigated this risk during the year.
The 2024 general election may provide challenges to
the business as a consequence of slow decision making
or a change in budgets within Government spending
plans. However, the Directors believe that the Group’s
recent long-term public sector contract wins and strong
relationships across the sector will mitigate this risk. In
addition, the calling of the election in early July 2024 does
further mitigate the risks associated with decision making
processes through the remainder of the year.
Due to the nature of the Group’s client base and activities
in the UK, the continued conflict in Ukraine has 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.
Inflationary pressures and the challenging interest rate
environment 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 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 an extremely difficult 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 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.
8 | Triad Group Plc | Annual Report and Accounts 2024
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
(2023: 2p per share) to shareholders. This decision was
made following a detailed review of future profitability
and cash flow which as a result of significant contract
wins in late December 2023, 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 2024 due to the recent trading performance and
expected cash flows (2023: 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. Key account delivery
and management tools have also been reviewed and
enhanced to promote efficiencies. The Group continues
the strategy of building permanent consultant numbers
to improve and broaden the skill sets and enhance
delivery to clients, and utilises associates only on a
limited basis where rare technical expertise is required.
•
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 63 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,
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.
Strategic report
Triad Group Plc | Annual Report and Accounts 2024 | 9
Strategic report
•
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 senior management team.
•
The Board and the senior 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.
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 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.
Brexit has 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.
Despite material contract wins in late 2023, the Directors have
approached the budget and forecasting cycle for the 2025
financial year 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 18 months, 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 from operations, EBITDA, gross margin and
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 2. The
non-GAAP KPI’s that the Directors consider the users of
the financial statements to be interested in are (Loss)/
Profit 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
(Loss)/Profit from operations is a KPI. The Directors
consider that EBITDA is a KPI as it indicates the results
that will translate to cash balances.
10 | Triad Group Plc | Annual Report and Accounts 2024
Strategic report
The KPIs are as follows;
2024
2023
Revenue
£14,046,000
£14,858,000
(Loss)/Profit from
operations
(£1,278,000)
£35,000
(Loss)/Earnings before
interest, tax, depreciation
and amortisation
(EBITDA)¹
(£1,028,000)
£308,000
Gross margin
20.1%
23.6%
Average headcount
117
115
EBITDA – Loss from operations of £1,278,000 (2023: profit
£35,000) adding back the depreciation and amortisation charge
in the year of £250,000 (2023: £273,000)
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 Tot al
Directors 5 2 7
Senior managers 2 – 2
Employees 75 33
108
Tot al 82 35 117
At 31 March 2024 there were 7 Board members, of which 5
(2023: 6) were male and 2 (2023: 1) were female. Alison Lander
was appointed as an independent non-Executive Director on
1 June 2023 and Senior non-Executive Director Alistair Fulton
retired from the Board with effect on 31 July 2023.
Charlotte Rigg was appointed to the senior position on the
Board as Deputy Executive Chairman on 1 June 2023; we note
that LR 9.8.6 1 ii) does not include this role but confirm that this
is a senior role in the Company.
No members of the Board were from a minority ethnic
background. The Board continue to recruit the best possible
talent regardless of ethnicity.
Therefore, the Company has not yet met the targets set
out in LR 9.8.6 (R). Although the Company has not met the
targets, Board composition is reviewed regularly to ensure
that there is a suitable range of skills and experience
amongst the Directors.
As part of a plan to consolidate and strengthen the
Board during 2023, Alison Lander was appointed as an
independent non-Executive Director and Charlotte Rigg was
promoted to a more senior role. We will continue to keep the
Board’s composition and in particular the diversity and blend
of backgrounds, skills, and experience under review.
Triad Group Plc | Annual Report and Accounts 2024 | 11
Strategic report
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board
Number in
the senior
management
team
Percentage
of senior
management
Men 5 71% 4 2 86%
Women 2 29% 1 – 14%
White British or other White 7 100% 5 2 100%
The following table shows the gender identity and ethnic background of the board and senior management team during the year.
The appointment of Alison Lander to the Board on 1 June 2023 has increased the female representation on the Board to 29%
(2023: 14%) which is approximately in line with the average Group female representation of 30% (2023: 28%). The Board
consists of mainly long Triad Group tenured Directors, and with respect to both female and non – white British Directors, there
are no specific board diversity targets as management continue to recruit and nurture the best available talent, regardless of
gender or ethnicity.
Environment and greenhouse gas reporting
This statement contains the Group’s TCFD aligned disclosure in accordance with FCA requirements of Premium Listed UK
Corporates. We have 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 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.
12 | Triad Group Plc | Annual Report and Accounts 2024
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 opportunities
No actual or potential impacts on the Group have been analysed due to the limited 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 4 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.
The four pillars are as follows:
Strategic report
Triad Group Plc | Annual Report and Accounts 2024 | 13
Strategic report
Metrics – metrics and
targets used to assess,
manage and report relevant
climate-related risks and
opportunities
As stated in the Strategy section, no actual or potential impacts have been 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 tCO2e per £1m of revenue and per average total headcount, using the emission factors from
the Government’s GHG Conversion Factors 2023.
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 November 2023 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.
14 | Triad Group Plc | Annual Report and Accounts 2024
Strategic report
The Group has used mileage reports, public transport
journey details and meter readings converted to tCO2e
using the 2023 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 2023 to 31 March 2024 in tonnes of
carbon dioxide equivalents (tCO2e) for the Group is shown
in the table below:
GHG emissions
2024
tCOe¹
2023
tCOe¹
Emission source:
Scope 1 – Combustion of
fuel
8
7
Scope 2 – Electricity and
heat purchased for own use
25
29
Tot al 33
36
Scope 3 – Including
business travel and
commuting
27
24
Total 60 60
tCO
2
e per £1m revenue
4.3
4.0
FTE
117 115
Intensity ratio (tCO
2
e per FTE)
0.5
0.5
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 4.3 (2023: 4.0)
due to the reduction in revenue at the same intensity ratio of
0.5 (2023: 0.5) with an approximately equal number of FTEs
The annual energy consumed as a result of the purchase of
electricity and heat for the period 1 April 2023 to 31 March
2024 in kWh is shown in the table below:
2024
2023
Energy consumed (kWh)
120,955
151,355
kWh per £1m revenue
8,640 10,158
FTE
117
115
Intensity ratio (kWh per FTE)
1,034 1,316
The emissions are generated solely by activities in the UK.
Emissions generated by electricity consumption is 40%
(2023: 48%).
The Group has not been subject to any environmental fines
during the year ended 31 March 2024 (2023: 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”), with the continued ambition to move to the
highest level (Level 3 – “Leader”) over the next 12 months.
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.
From becoming members of Tech Talent Charter in
2021, we have continued to improve our monitoring of
under-represented groups in the workplace through the
introduction of company-wide surveys on social mobility
and diversity, alongside updating our Equal Opportunities
Policy to reflect our commitments. We believe we are
working to make a real difference to inclusion and diversity
within our organisation and across the technology
sector. Along with this survey, client specific social value
commitments include a new staff survey to gauge physical
and mental wellbeing levels across a client assignment
which is embraced by the Group.
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 (2023: nil).
Triad Group Plc | Annual Report and Accounts 2024 | 15
Strategic report
Financial review
Group performance
Group revenue has decreased to £14.0m (2023: £14.9m).
This reduction was due predominantly to the planned
contraction in associate led revenues and despite a
difficult marketplace, consultancy revenue (both time and
materials and fixed) was in line with the prior period. As a
consequence of material contract wins in the second half
of the year, consultancy revenues grew by 4% compared
to the second half of the prior year. Gross profit reduced to
£2.8m (2023: £3.5m), primarily due to the overall reduction in
revenue and a temporary increase in consultants off charge
in the first half, but also due to the increase in consultant
numbers in advance to service new contract wins during the
transition and this reduced the gross profit as a percentage
of revenue reducing to 20.1% (2023: 23.6%).
The Group reports a loss from operations before taxation of
£1.3m (2023: profit £9k). The reduction in profitability was
due to a reduction in gross profit (£0.7m) combined with an
increase in administrative expenses of £0.6m. The Group
reports a loss after tax of £1.0m (2023: loss £44k), which
included a recognition of a deferred tax asset of £278k
(2023: derecognition 53k).
The balance sheet remains strong with no external debt,
with the exception of the lease liabilities arising due to the
application of IFRS 16, and the Group enjoys reserves of
cash at £2.1m (2023: £4.8m) and no bad debts (2023: nil).
Administrative expenses
Administrative expenses for the year are £4.1m (2023: £3.5m).
The increase of £0.6m was due to discretionary one-off
payments of £0.1m, increased personnel costs of £0.2m, audit
fees of £0.1m and general high inflation increases across
property, technology platforms and other expenses of £0.2m.
Staff costs
Total staff costs have increased to £10.7m (2023: £10.0m)
(note 7) which is due to the increase in the average fee earning
consultant number to 95 (2023: 93), general salary inflation and
one-off discretionary payments made to Directors. The growth
in consultant numbers has materially improved the ratio of fee
earners to administration staff to 23:1 (2023: 19:1). The number
of fee earning consultants at the close of the year was 116
(2023: 96), reflecting the recruitment of permanent consultants
in step with new contract wins.
Cash
Cash and cash equivalents as at 31 March 2024 reduced to
£2.1m (2023: £4.8m). Despite good invoicing and credit control
processes, the loss made in the year resulted in a net outflow
from operating activities of £1.5m (2023: inflow £0.7m). The net
cash outflow from financing activities was £1.3m (2023: £1.3m),
which included dividends paid of £1.0m (2023: £1.0m). The net
cash inflow from investing activities was £0.1m (2023: £0.1m)
and as in previous periods reflects the low investment in capital
expenditure other than IT equipment to support newly hired
consultants. During the year, the 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. The facility was not utilised during the year.
Non-current assets
Non-current assets excluding taxation decreased by
£0.3m (2023: increase £0.4m). This was mainly due to
the amortisation of the right of use asset of £0.2m (2023:
increase £0.2m) and the reduction in the finance lease
receivable of £0.1m (2023: increase £0.4m).
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 £0.4m (2023:
£0.1m) in the year, mainly due to the expectation that tax
losses brought forward will be offset against future taxable
profits (see note 8).
Net assets
The net asset position of the Group at 31 March 2024 was
£3.4m (2023: £5.2m). Further movements during the year are
detailed on page 44.
Share options and restricted stock units
A total of 47,118 options were exercised by staff during the year
(2023: 43,084). No further options were granted in the year
(2023: nil).
No restricted stock options (RSUs) were granted to either
Directors or staff during the year (2023: nil).
A share-based expense has been recognised in the year of
£202,883 (2023: £200,128).
Dividends
With the strong expectation of future profitability and positive
cash flows, the Board are proposing a final dividend of 4p per
share (2023: 4p per share), which together with the interim
dividend already paid of 2p (2023: 2p per share), totals 6p per
share for the financial year (2023: 6p per share). See note 9.
By order of the Board
James McDonald
Finance Director
25 June 2024
16 | Triad Group Plc | Annual Report and Accounts 2024
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 2024. 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
14 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 19 and form part of this report.
Share capital and substantial
shareholdings
Share capital
As at 31 March 2024, 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 19 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
As at 31 March 2024, since the date of the last annual report
in June 2023, the Company had received no confirmed
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. Shareholdings that have fallen below the minimum
3% required under DTR5 are not disclosed.
As at 25 June 2024, no further notifications have been received
since the year end.
Triad Group Plc | Annual Report and Accounts 2024 | 17
Directors’ report
Dividends
There was a 2p per share interim dividend paid during the
year (2023: 2p per share). The Directors propose a final
dividend of 4p per share (2023: 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 building a number of reusable
test automation frameworks for user interface (UI),
application programming interface (API) and security testing
to support future work winning activities. These were built
using Playwright, Selenium, Rest Assured and ZAProxy web
automation testing tools.
We also created a Minimal (API) Marketplace proof of concept
using WolverineFX, VUE3 and .Net 8. None of the research and
development activity met the required criteria for capitalisation.
Directors’ interests in contracts
Directors’ interests in contracts are shown in note 21 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 borrowing facilities 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 hedging activities, 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 and historically
cash generative 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 2024, the Group has not utilised any external debt
or financing instruments and in March 2024 the existing
invoicing facility was terminated.
The going concern assessment considered a number of
realistic scenarios covering the period ending 30 September
2025, including the ability of future client acquisition, and the
impact of the reduction in services of key clients upon future
cash flows. The most severe scenario possible, 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.
Further information in relation to the Directors’ consideration
of the going concern position of the Group is contained in
the Viability statement on page 9.
After making enquiries, including a review of the wider
economy including inflationary pressures and the Ukraine
conflict, 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.
18 | Triad Group Plc | Annual Report and Accounts 2024
Auditor
The last accounting period permissible for BDO LLP to
continue in office is for the year ending 31 March 2025. It
has been agreed that BDO will not be retained as auditors.
Accordingly, a resolution to reappoint BDO LLP as auditors
of the Company will not be proposed at the next Annual
General Meeting and the Group are now engaged in the
search for a new auditor. It is expected that a new auditor
will be appointed in late 2024.
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 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 (‘IFRS’). 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 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
(‘IFRS’), 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 the 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
Directors’ report
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
Refer to note 22 of the financial statements for details of
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 2 to 15.
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 Company.
•
The annual report includes a fair review of the development
and performance of the business and the financial position
of the Group and Company, together with a description of
the principal risks and uncertainties that they face.
By order of the Board
James McDonald
Company Secretary
25 June 2024
Triad Group Plc | Annual Report and Accounts 2024 | 19
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 8.
The Directors who held office during the financial year were:
Executive Directors
Dr John Rigg, Chairman
Charlotte Rigg, Deputy Executive Chairman
(effective 1 June 2023)
Adrian Leer, Managing Director
James McDonald, Finance Director
Tim Eckes, Client Services Director
Independent non-Executive Directors
Alistair Fulton, senior independent non-Executive Director
(retired 31 July 2023)
Chris Duckworth, senior independent non-Executive Director
(effective 1 August 2023)
Charlotte Rigg (to 31 May 2023)
Alison Lander (appointed 1 June 2023)
On 1 June 2023 the Board was consolidated and
strengthened by the appointment of non-Executive Director
Charlotte Rigg to her new role as Deputy Executive
Chairman. On the same date, Alison Lander was appointed
to the Board as non-Executive Director.
On 31 July 2023 senior independent non-Executive Director
Alistair Fulton retired from the Board.
Current directorships are as follows:
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.
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. 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.
Corporate governance report
20 | Triad Group Plc | Annual Report and Accounts 2024
Corporate governance report
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. 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, and the independent non-
Executive Directors, Chris Duckworth and Alison Lander.
The Committee is chaired by Chris Duckworth.
The Board has a Remuneration Committee, comprised of
the Executive Chairman John Rigg, the independent non-
Executive Director Chris Duckworth and Deputy Executive
Chairman Charlotte Rigg. 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
Chris Duckworth.
Triad Group Plc | Annual Report and Accounts 2024 | 21
Corporate governance report
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 2024 and shows
that the Board are able to allocate sufficient time to the
Company to discharge their responsibilities effectively.
Board
Audit
Committee
Remuneration
Committee
Number of meetings held 16 3 3
Number of meetings attended
Executive Directors:
John Rigg (Chairman) 16 3 3
Charlotte Rigg (Deputy
Executive Chairman,
effective 1 June 2023)
13 – 1
Adrian Leer 16 – –
Tim Eckes 15 – –
James McDonald 16 – –
Non-Executive Directors:
Alistair Fulton
(retired 31 July 2023)
5 1 2
Chris Duckworth 13 3 1
Charlotte Rigg
(to 31 May 2023)
2 – –
Alison Lander
(appointed 1 June 2023)
14 1
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 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.
Dilapidations provisions: The Committee have considered
the accounting treatment with respect to the critical
accounting estimates.
Going concern: The Committee has reviewed budgets,
deferred tax calculations and cash flow projections against
borrowing facilities available to the Group, to ensure the
going concern basis of preparation of the results remains
appropriate.
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.
22 | Triad Group Plc | Annual Report and Accounts 2024
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 EU 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 preparing to apply
the appropriate tendering and selection process to appoint
a new auditor a year in advance of this mandate.
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 27001:2013.
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 24.
Corporate governance report
Triad Group Plc | Annual Report and Accounts 2024 | 23
Corporate governance report
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.
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.
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 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
25 June 2024
24 | Triad Group Plc | Annual Report and Accounts 2024
Directors’ remuneration report
On the following pages we set out the remuneration report for the year ended 31 March 2024. The members of the
Remuneration Committee are shown in the Corporate Governance report on page 20.
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 2023 Annual General Meeting of the Company and was approved by 68% of
shareholders with no votes withheld. See page 16 of the Directors’ report for further details of voting rights.
The Committee welcomed the unanimous approval of the shareholders, which represented 45% 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.
Triad Group Plc | Annual Report and Accounts 2024 | 25
Directors’ remuneration report
Policy table – Executive Directors
Element & purpose Operation Maximum payable Performance metrics
Base salary
Reflects the
individual’s skills,
responsibilities and
experience.
Supports the
recruitment
and retention of
Executive Directors.
Reviewed annually taking into
consideration market data,
business performance, external
economic factors, the complexity
of the business and the role, cost,
and the incumbent’s experience
and performance as well as the
wider employee pay review.
Ordinarily, salary increases will
be in line with average increases
awarded to other employees in
the Company.
In certain circumstances, such
as a change in responsibility or
development in role increases
beyond this may be made subject
to the factors mentioned in the
Operation column
None, although individual
performance is considered when
setting salary levels.
Benefits in kind
Protects the well-
being of Directors
and provides fair and
reasonable market
competitive benefits.
Benefits in kind include company
cars or allowances, private
medical insurance, life cover and
permanent health insurance.
Benefits are reviewed periodically.
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.
Benefits are set at a level
considered to be appropriate
taking into account individual
circumstances.
None.
Pension
Provides competitive
post-retirement
benefits to support
the recruitment
and retention of
Executive Directors..
The Company pays contributions
into a personal pension scheme or
cash alternative.
The Company matches individual
contributions up to a maximum
of 5%.
This limit is in line with the limits
available for all employees.
None.
All employee share
scheme
To provide employees
with the opportunity
to own shares in the
Company.
Executive Directors shall be
eligible to participate in any future
all employee share schemes
(e.g. Save-as-you-earn or Share
Incentive Plan) if adopted by the
Company.
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 may be
no performance conditions if
appropriate.
Share option
scheme
Encourages share
ownership amongst
employees and aligns
their interests with
the shareholders.
The Company operates an EMI
share option scheme. Discretionary
awards are made in accordance
with the scheme rules.
The potential value of options
held rises as the Company’s share
price increases.
Specific performance criteria are
specified at the time of awarding
the share options to ensure
alignment with the interests of
shareholders.
26 | Triad Group Plc | Annual Report and Accounts 2024
Element & purpose Operation Maximum payable Performance metrics
Employee Share
Incentive Plan
Incentivises long-
term value creation,
aligning the interests
of Executives and
shareholders through
share awards.
The Remuneration Committee
may make share awards annually
under the Plan.
The Plan will give the
Remuneration Committee
flexibility to make awards in
the form of conditional awards
(performance share award).
Performance share awards shall
have a performance period of at
least 3 years.
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 maximum award that may be
granted shall be 200% of salary.
Awards may have performance
conditions attached.
The Remuneration Committee
has discretion to determine
appropriate measures, targets and
ranges in respect of each award
when made.
The Remuneration Committee
may also adjust the formulaic
outcome of awards where it
deems that it is not reflective of
overall business performance.
The award of shares under the Plan or EMI scheme is at the sole discretion of the Remuneration Committee: there is no
contractual entitlement for any Director to receive an award annually or otherwise. 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
set taking account of any
change in responsibility.
Not applicable.
The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their
own remuneration.
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2024 | 27
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’ remuneration report
28 | Triad Group Plc | Annual Report and Accounts 2024
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
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2024 | 29
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:
2024
Director
Basic salary
and fees
Benefits in
kind
Pension
Total Fixed
Pay
One-time
Discretionary
payment
Total
Variable Pay
Tot a l
£’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 156 2 26 184 35 35 219
J McDonald 166 – 18 184 35 35 219
Non-Executive
A M Fulton (retired 31 July 2023) 17 – – 17 – – 17
C J Duckworth 49 – – 49 – – 49
C Rigg (to 31 May 2023) 7 – – 7 – – 7
A Lander (appointed 1 June 2023) 42 – – 42 – – 42
Tot a l 758 19 80 856 115 115 971
2023
Director
Basic salary
and fees
Benefits in
kind
Pension
Total Fixed
Pay
One-time
Discretionary
payment
Total
Variable Pay
Tot a l
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive
J C Rigg 60 – – 60 – – 60
A Leer 180 19 33 232 – – 232
T J Eckes 145 2 25 172 – – 172
J McDonald 153 – 16 169 – – 169
Non-Executive
A M Fulton 40 – – 40 – – 40
C J Duckworth 35 – – 35 – – 35
C Rigg 35 – – 35 – – 35
Tot a l 648 21 74 743 – – 743
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.
Directors’ remuneration report
30 | Triad Group Plc | Annual Report and Accounts 2024
³ Adrian Leer’s basic salary was increased from £200,000 to £220,000 with effect from 1 May 2023
Tim Eckes’ basic salary was increased from £150,000 to £165,000 with effect from 1 May 2023
James McDonald’s basic salary was increased from £150,000 to £165,000 with effect from 1 May 2023
Non-Executive Directors were awarded an increase of £15,000 to £50,000 with effect from 1 May 2023
Non-Executive Director Alison Lander’s annual salary is £50,000 and effective from 1 June 2023
Other Remuneration
During the period, the Executive Directors were awarded one-time discretionary payments for their commitment to the
business during a very challenging year, as follows: Adrian Leer £45,000, Tim Eckes £35,000 and James McDonald
£35,000. Other than vesting conditions in relation to outstanding share award schemes (see note 20), no performance
measures or targets were in place for either the year ended 31 March 2024 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 2023 31 March 2024
J C Rigg 4,794,400 4,794,400
A Leer 305,379 305,379
C J Duckworth 22,026 22,026
T J Eckes 120,374 120,374
C M Rigg 312,000 329,779
J McDonald 27,600 27,600
A J Lander – 147,290
Tot a l 5,581,779 5,746,848
Directors’ remuneration report
Directors’ remuneration report
Directors’ restricted share units
On 30 March 2022 the Committee awarded the Executive Directors the following restricted stock units (RSUs):
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 Award will Vest 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. The market value at the Award Date is 135p.
The total share-based payment expense recognised in the year in respect of Directors’ RSU share options is £53,447
(2023: £53,447).
Malus, clawback and hold over periods are as per the Plan.
The market price of the Company’s shares was 238.0p at 31 March 2024 and the range during the year was between 105p
and 244p.
Further details relating to share awards can be found in note 20.
Triad Group Plc | Annual Report and Accounts 2024 | 31
32 | Triad Group Plc | Annual Report and Accounts 2024
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.
Mar 10 Mar 11 Mar 12 Mar 13 Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23 Mar 24
100
200
300
400
500
600
700
800
900
TRD v FTSE Fledgling Index
Year
Index
Fledgling
Triad
Chief Executive remuneration
For the financial year ended 31 March 2024 the salary of the Executive Chairman was £73,750 (2023: £60,000). Employee
salaries increased, on average, by 5.4% in the year (2023: 6.5%).
The remuneration paid to the Executive Chairman for the financial years 2015 to 2024 were as follows:
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
£25,000 £25,000 £25,000 £60,000 £60,000 £60,000 £60,000 £60,000 £60,000 £73,750
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 £996k (2023: £995k), see note 9. The
total employee remuneration (including Directors) during the year was £10.677m (2023: £10.028m).
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2024 | 33
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).
Basic salary and fees 2021 2022 2023 2024
J C Rigg 0% 0% 0% 22.9%
A Leer 0% 3.6% 10.3% 9.2%
T J Eckes n/a 0.1% 10.3% 6.6%
J McDonald n/a 9.4% 10.6% 8.6%
A M Fulton 0% 0% 0% n/a
C J Duckworth 0% 0% 0% 39.3%
C Rigg n/a 0% 0% 63.1%
A Lander (appointed 1 June 2023) n/a n/a n/a n/a
Employees of the Company 3.7% 3.8% 6.5% 5.4%
Benefits in kind ¹ 2021 2022 2023 2024
J C Rigg n/a n/a n/a n/a
A Leer (1.7%) 19.9% ² 2.3% (7.5%)
T J Eckes n/a (23.4%) 4.6% 10.8%
J McDonald n/a n/a n/a n/a
A M Fulton n/a n/a n/a n/a
C J Duckworth n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a
A Lander (appointed 1 June 2023) n/a n/a n/a n/a
Employees of the Company (5.7%) (18.3%) (7.1%) 32.7%
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
Other (includes commission and bonus payments) 2021 2022 2023 2024
J C Rigg n/a n/a n/a n/a
A Leer n/a 100% (100%) 100%
T J Eckes n/a 100% (100%) 100%
J McDonald n/a 100% (100%) 100%
A M Fulton (100%) ³ n/a n/a n/a
C J Duckworth n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a
A Lander (appointed 1 June 2023) n/a n/a n/a n/a
Employees of the Company (9.5%) (44.3%) ⁴ (88.2%) ⁴ 0.0%
³ Represents back pay paid in
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 three occasions to discuss Directors’ remuneration. No
external advice was sought in relation to matters discussed at this meeting.
Chris Duckworth
Chairman, Remuneration Committee
25 June 2024
Directors’ remuneration report
34 | Triad Group Plc | Annual Report and Accounts 2024
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 2024 and of the Group’s and Parent Company’s loss 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 2024 which comprise Group and Company Statement of comprehensive income and expenses, Group and
Company Statement of changes in equity, Group and Company statement of financial position, Group and Company Statement 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 19 years, covering the years ended 31 March 2006 to 31 March
2024. 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 to going concern arising.
•
We evaluated the Directors’ assessment of the Group’s ability to continue as a going concern, including challenging the
underlying data by comparing it to actual performance in the previous financial year to consider the historical accuracy
of the Directors’ forecast, client contracts and comparing it to post year-end financial performance.
•
We challenged the rationale for the key assumptions used, levels of future revenue and staff costs by comparing them
against previous financial performance and enquires with management.
•
We examined the forecasts and stress test provided by the Group and the appropriateness of the assumptions made.
•
We tested the integrity of the models by checking the formulae, the arithmetic accuracy and any hard coding.
•
Enquires were made of management as to any future events or conditions that may affect the Group’s ability to continue
as a going concern, we have also inspected the minutes of Board meetings to support our enquiries.
Independent auditor’s report to the members of Triad Group Plc
Triad Group Plc | Annual Report and Accounts 2024 | 35
•
We assessed the availability of cash to the Group over the forecast period and the level of headroom available.
•
Reviewing post-balance sheet results, specifically the cash flow position against that budgeted; and
•
Considering the adequacy of the disclosures in the financial statements against our knowledge of the Group, the
Directors’ going concern assessment 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 ND we have concluded
that Director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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
Coverage 100% (2023: 100%) of Group revenue
Key audit matters Revenue recognition
2024 2023
X X
Materiality
Group financial statements as a whole
£70k (2023: £74k) based on 0.5% (2023: 0.5%) 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, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including assessing whether there was evidence of bias by the Directors that
may have represented a risk of material misstatement.
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 and the significant component. The Group engagement team performed a full
scope audit on the Parent Company.
Climate change
Our work on the assessment of potential impacts on 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;
•
Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and
performed a risk assessment as to how the impact of the Group’s commitment as set out in page 11 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 managements disclosures included as Other Information on pages 10 and 11 with
the financial statements and with our knowledge obtained from the audit.
Independent auditor’s report to the members of Triad Group Plc
36 | Triad Group Plc | Annual Report and Accounts 2024
Independent auditor’s report to the members of Triad Group Plc
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted 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 key audit matter
Revenue
recognition
As detailed in
note 1 and 4
to the financial
statements.
We considered there to be a significant
risk of material misstatement due
to fraud relating to the existence of
revenue at year end and (cut-off)
overstatement of revenue. We believe
this fraud risk could arise through:
• Fraudulent journal postings to
revenue to inappropriately overstate
revenue for the year.
• Time and bill revenue could be
incorrectly included/recognised at
the year end, to inflate results for
the year end.
• Fictitious contractors could be
created to increase revenue in
the year.
• Contractor accruals could be
manipulated by omitting liabilities
relating to revenue recognised
or defer costs into the following
period. This would result in costs
being recognised in a period after
revenue recognition.
• Accrued income could also
be inappropriately calculated
and recognised, resulting in
overstatement of revenue at
year end.
• There is a risk the disclosures made
in the financial statements are not
complete and accurate due to their
complexity and details as required
by applicable accounting standard.
In view of the significance of revenue
recognition to the financial statements
and the potential for fraud this was
considered to be a key audit matter.
We obtained an understanding of the process follow as well as design and
implementation of controls within revenue.
We obtained an extract of all journals relating to revenue and tested all
postings based on a defined risk criteria and where the contra entries do not
align with expectations. These were agreed to supporting documentation.
Manual adjustments to revenue in the consolidation were tested and
agreed to supporting documentation.
We performed testing on a sample basis over the revenue postings pre
and post year end, agreeing the posting to supporting documentation,
ensuring the transaction was recorded in the correct period and revenue
was recognised appropriately.
We performed testing on a sample basis over the contractor costs
incurred before and after the year end, agreeing these to supporting
documentation and checking that the revenue associated with these has
been recorded in the correct period.
We agreed a sample of new contractors and customers during the period
to supporting documentation to confirm existence.
We planned to test a sample of credit notes for time and bill revenue
recognised post year end. As none were seen to have been posted in April
2024 we considered whether this was in line with month-on-month credit
note totals and also extended our testing into May 2024 in order to confirm
revenue had been recognised in the correct period.
We performed testing on a sample basis over the timecards either side of
the year end, agreeing them to sales invoices to ensure they have been
recorded in the correct period.
We performed testing on a sample basis over the revenue postings
throughout the year, agreeing the postings to payment, timecard,
confirmation of charge out rate and sales invoice as appropriate,
ensuring the transactions exist and are recorded in line with the
accounting policy and in the correct accounting period.
We tested a sample of year end accrued income balances and agreed
them to sales invoices, bank payment where appropriate and timecards.
We have audited the disclosures made in the financial statements
agreeing back to the supporting data and other work performed to audit
revenue transactions.
Key observations:
Based on the procedures performed we did not identify any matters that
revenue recognition was inappropriate.
Triad Group Plc | Annual Report and Accounts 2024 | 37
Independent auditor’s report to the members of Triad Group Plc
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
2024
£k
2023
£k
Materiality 70 74
Basis for determining materiality 0.5% of revenue 0.5% of revenue
Rationale for the benchmark applied
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 the
financial performance and development of
the Group and Parent Company.
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 the
financial performance and development of
the Group and Parent Company.
Performance materiality 52 55
Basis for determining performance
materiality
75% of materiality, the threshold was
selected to reflect the amount of balances
subject to estimation, the amount of audit
differences historically arising and the
mainly substantive approach to the audit.
75% of materiality, the threshold was
selected to reflect the amount of balances
subject to estimation, the amount of audit
differences historically arising and the
mainly substantive approach to the audit.
The Group consists of six companies, five which are dormant, with the Parent Company being the only trading entity and
significant component. As such, 100% of Group materiality was allocated to the Parent Company (2023: 100%).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £3.5k (2023:
£4k). 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
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.
38 | Triad Group Plc | Annual Report and Accounts 2024
Corporate governance statement
The 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 6, 17 and 18; and
• 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 17 and 18.
Other Code provisions
• Directors' statement on fair, balanced and understandable set out on page 16;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 6;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 22; and
• The section describing the work of the audit committee set out on page 21.
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 Group and Parent Company.
Independent auditor’s report to the members of Triad Group Plc
Triad Group Plc | Annual Report and Accounts 2024 | 39
Independent auditor’s report to the members of Triad Group Plc
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
•
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and Parent
Company and determined that the most significant frameworks which are directly relevant to specific assertions in
the financial statements are those that relate to the reporting framework, rules of the London Stock Exchange, the
Companies Act 2006 and relevant tax compliance regulations. We made enquires of management, those responsible
for legal and compliance procedures and the Company Secretary. We corroborated our enquires through our review of
board minutes and papers provided to the Audit Committee; and
•
We reviewed correspondence with regulatory and tax authorities for any instances of non-compliance with laws and
regulations. We reviewed the financial statement disclosures and agreed to supporting documentation. We involved tax
specialists in the audit and reviewed legal expenditure accounts to understand the nature of expenditure incurred.
40 | Triad Group Plc | Annual Report and Accounts 2024
Triad Group Plc | Annual Report and Accounts 2024 | 41
Independent auditor’s report to the members of Triad Group Plc
Fraud
•
We assessed the susceptibility of the Group’s and Parent Company’s financial statements to material misstatements,
including how fraud might occur, by meeting with management from across the Group to understand where they
considered there was a susceptibility to fraud;
•
We obtained an understanding of the Group’s policies and procedures relating to, detecting and responding to the risks
of fraud, and internal controls established to mitigate risks related to fraud.
•
Fraud risk could manifest itself in relation to management override of controls and in the existence of revenue
(revenue recognition assessed as a Key Audit Matter above) through fraudulent postings to revenue at year end;
incorrect revenue recognition at year end; fictitious contractors or customers; manipulation of contractor accruals; and
manipulation of accrued income. The audit procedures performed in relation to revenue recognition are documented in
the key audit matter section of our audit report;
•
We also addressed the risk of management override of internal controls, through the testing of journals and evaluation of
whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud;
•
We reviewed minutes of meetings of those charged with governance for any known or suspected instances of fraud and
enquired with management and those charged with governance regarding any known or suspected instances of fraud;
•
We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud, and considered remuneration incentive schemes and performance targets and the
related financial statements areas impacted by these; and
•
We tested the appropriateness of journal entries and other adjustments and assess whether the judgements made
in making accounting estimates could be indicative of a potential bias. We evaluated the business rationale of any
significant transactions that are unusual or outside the normal course of business; and
•
We 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)
25 June 2024
For and on behalf of BDO LLP, Statutory Auditor
London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
42 | Triad Group Plc | Annual Report and Accounts 2024
Statements of comprehensive income and expense
for the year ended 31 March 2024
Group and Company
| Note | 2024 | 2023 | |
| £’000 | £’000 | ||
| Revenue | 4 | ||
Cost of sales | ( | ( | |
| Gross profit | |||
Administrative expenses | ( | ( | |
(Loss)/Profit from operations | 5 | ( | |
Finance income | 13 | ||
Finance expense | 6 | ( | ( |
| (Loss)/Profit before tax | ( | ||
Tax Credit/(Charge) | 8 | ( | |
Loss for the year and total comprehensive loss attributable to equity holders of the parent | ( | ( | |
Basic loss per share | 10 | ( | ( |
| Diluted loss per share | 10 | ( | ( |
All amounts relate to continuing activities.
The notes on pages 46 to 64 form part of the financial statements.
Triad Group Plc | Annual Report and Accounts 2024 | 43
Statements of changes in equity for the year ended 31 March 2024
| Group | Share | Share premium | Capital redemption | Retained earnings | Total |
| Capital | account | reserve | |||
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 April 2022 | |||||
| Loss for the year and total | ( | ( | |||
| comprehensive loss | |||||
Ordinary shares issued | |||||
Dividend paid (note 9) | ( | ( | |||
Share-based payments | |||||
At 1 April 2023 | |||||
| Loss for the year and total | ( | ( | |||
| comprehensive loss | |||||
Ordinary shares issued | |||||
Dividend paid (note 9) | ( | ( | |||
Share-based payments | |||||
At 31 March 2024 |
Company
Share
Capital
£’000
Share premium
account
£’000
Capital redemption
reserve
£’000
Retained earnings
£’000
Total
£’000
At 1 April 2022 165 880 104 4,864 6,013
Loss for the year and total
comprehensive loss
– – – (44) (44)
Ordinary shares issued 1 14 – – 15
Dividend paid (note 9) – – – (995) (995)
Share-based payments – – – 200 200
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 9) – – – (996) (996)
Share-based payments – – – 202 202
At 31 March 2024 166 906 104 2,218 3,394
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 46 to 64 form part of the financial statements.
44 | Triad Group Plc | Annual Report and Accounts 2024
Statements of financial position at 31 March 2024
Group | Company | ||||
| Note | 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | ||
| Non-current assets | |||||
Intangible assets | 11 | – | 1 | ||
Property, plant and equipment | 12 | 173 | 199 | ||
Right-of-use assets | 13 | 389 | 572 | ||
Finance lease receivables | 13 | 297 | 396 | ||
Deferred tax | 8 | 386 | 108 | ||
| 1,245 | 1,276 | ||||
| Current assets | |||||
Trade and other receivables | 15 | 3,105 | 2,541 | ||
Finance lease receivables | 13 | 99 | 94 | ||
Cash and cash equivalents | 16 | 2,052 | 4,795 | ||
| 5,256 | 7,430 | ||||
Total assets | 6,501 | 8,706 | |||
| Current liabilities | |||||
Trade and other payables | 17 | ( | ( | (2,157) | (2,274) |
Short term provisions | 18 | ( | (136) | – | |
Lease liabilities | 13 | ( | ( | (215) | (292) |
( | ( | (2,508) | (2,566) | ||
| Non-current liabilities | |||||
Long term provisions | 18 | ( | ( | (61) | (197) |
Lease liabilities | 13 | ( | ( | (538) | (754) |
( | ( | (599) | (951) | ||
Total liabilities | ( | ( | (3,107) | (3,517) | |
Net assets | 3,394 | 5,189 | |||
| Shareholders’ equity | |||||
Share capital | 19 | 166 | 166 | ||
Share premium account | 906 | 894 | |||
| Capital redemption reserve | 104 | 104 | |||
| Retained earnings | 2,218 | 4,025 | |||
Total shareholders’ equity | 3,394 | 5,189 |
Triad Group Plc is registered in England and Wales with registered number 02285049
Registered number 02285049
The notes on pages 46 to 64 form part of the financial statements.
Triad Group Plc | Annual Report and Accounts 2024 | 45
Statements of cash flows for the year ended 31 March 2024
| Group and company | Note | 2024 | 2023 |
| £’000 | £’000 | ||
| Cash flows from operating activities | |||
| (Loss)/Profit for the year before taxation | ( | ||
| Adjustments for: | |||
Depreciation of property, plant and equipment | 12 | ||
Amortisation of right of use assets | 13 | ||
Amortisation of intangible assets | 11 | ||
Interest received | 13 | ( | ( |
Finance expense | 6 | ||
Share-based payment expense | |||
| Changes in working capital | |||
(Increase)/Decrease in trade and other receivables | ( | ||
| (Decrease)/Increase in trade and other payables | ( | ||
| Cash (used)/generated by operations | ( | ||
| Deposit interest received | |||
Foreign exchange (loss)/gain | ( | ||
Net cash (outflow)/inflow from operating activities | ( | ||
| Investing activities | |||
Finance lease interest received | 13 | ||
Finance lease payments received | 13 | ||
Purchase of property, plant and equipment | 12 | ( | ( |
Net cash generated from investing activities | |||
| Financing activities | |||
| Proceeds of issue of shares | |||
Lease liabilities principal payments | 13 | ( | ( |
Lease liabilities interest payments | 13 | ( | ( |
Dividends paid | 9 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
| Cash and cash equivalents at beginning of the period | |||
| Cash and cash equivalents at end of the period | 16 |
The notes on pages 46 to 64 form part of the financial statements.
46 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
1. Principal accounting policies
| % | |
Computer hardware | 25-33 |
Fixtures and fittings | 10-33 |
Motor vehicles | 25-33 |
Leasehold improvements | 10-33 |
Triad Group Plc | Annual Report and Accounts 2024 | 47
Notes to the financial statements for the year ended 31 March 2024
| % | |
Purchased computer software | 25–33 |
48 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
Triad Group Plc | Annual Report and Accounts 2024 | 49
Notes to the financial statements for the year ended 31 March 2024
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 £0.4m (2023: £0.6m), a total
lease liability of £0.8m (2023: £1.0m) and a finance lease
receivable of £0.4m (2023: £0.5m) have been recognised
in accordance with the accounting policies on page 47 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.
•
Incremental borrowing rate (IBR): The Directors have
calculated the IBR at 5%, 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%, then at the balance sheet date the
Right of Use asset would reduce by £10k to £378k, the
finance lease receivable would reduce by £9k to £387k
and the lease liability would reduce by £34k to £719k.
Dilapidation provisions:
The Directors have recognised a dilapidation provision for
both the leases held totalling £197,000 (2023: £197,000).
The provision is required to recognise the costs 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 £51,000.
Deferred taxation:
The Directors have recognised a deferred tax asset of £386k
(2023: £108k). This asset is to recognise the expectation that
corporation tax losses brought forward will be utilised against
future probable taxable profits. The Directors’ have based this
upon a estimation of the level of taxable profits in the medium-
term. If the estimated future taxable profits varies by 20% the
deferred tax asset would increase or decrease by £83k.
Operating Segment:
The Directors consider that there is only a single operating
segment of the entity.
50 | Triad Group Plc | Annual Report and Accounts 2024
3. Financial risk management
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
| Group and company | Note | 2024 | 2023 |
| £'000 | £'000 | ||
| Currency: Euros | |||
Cash and cash equivalents | 16 | 44 | 18 |
Trade and other receivables | 15 | 1 | – |
Trade and other payables | 17 | (5) | – |
| 40 | 18 |
| Note | 2024 | 2023 | |
| £'000 | £'000 | ||
Finance lease receivable | 13 | 396 | 490 |
Trade and other receivables | 15 | 2,729 | 2,001 |
Contract assets | 15 | 203 | 225 |
Cash and cash equivalents | 16 | 2,052 | 4,795 |
| 5,380 | 7,511 |
Notes to the financial statements for the year ended 31 March 2024
Triad Group Plc | Annual Report and Accounts 2024 | 51
Notes to the financial statements for the year ended 31 March 2024
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
Time and materials | 13,344 | 14,386 |
| Fixed price | 708 | 442 |
Permanent recruitment fees | – | 18 |
Licences | (6) | 12 |
| 14,046 | 14,858 |
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
Public sector | 11,385 | 11,597 |
| Private sector | 2,661 | 3,261 |
14,046 | 14,858 |
Contract assets | Contract liabilities | |||
| Group and company | 2024 | 2023 | 2024 | 2023 |
| £’000 | £’00 | £’000 | ||
| £’000 | ||||
At 1 April | 375 | 471 | (37) | (116) |
| Transfers in the period from contract assets to trade receivables | (375) | (471) | – | – |
Excess of revenue recognised over cash (or right to cash) being recognised in the period | 203 | 375 | – | – |
Amounts included in contract liabilities that was recognised as revenue in the period | – | – | 37 | 116 |
Cash received in advance of performance and not recognised as revenue in the period | – | – | (68) | (37) |
| At 31 March | 203 | 375 | (68) | (37) |
52 | Triad Group Plc | Annual Report and Accounts 2024
| 2024 | 2023 | |
| £'000 | £'000 | |
| (Loss)/Profit from operations is stated after charging: | ||
| Depreciation of owned assets (note 12) | 66 | 87 |
| Amortisation of right of use assets (note 13) | 183 | 185 |
Amortisation of intangible assets (note 11) | 1 | 1 |
| Auditor remuneration: | ||
Audit of financial statements: Group and Company | 175 | 94 |
| 2024 | 2023 | |
| £'000 | £'000 | |
Interest expense on lease liability | 51 | 44 |
Net foreign exchange loss/(gain) | 2 | (1) |
| Total finance expense | 53 | 43 |
7. Employees and Directors
Group and company | 2024 | 2023 |
| Number | Number | |
| Average number of persons (including Directors) employed during the year | ||
Senior management | 9 | 9 |
| Fee earners | 95 | 93 |
Sales | 8 | 8 |
Administration and finance | 5 | 5 |
| 117 | 115 |
At the year end, the number of permanent fee earners as at 31 March 2024 was 116 (2023: 96). Included in senior management are 2
non-Board members who may be fee earning from time to time.
| Staff costs for the above persons (including Directors) | 2024 | 2023 |
| £'000 | £'000 | |
Wages and salaries | 8,461 | 7,907 |
Social security costs | 1,005 | 981 |
| Defined contribution pension costs | 1,009 | 940 |
Equity settled share-based payments | 202 | 200 |
| 10,677 | 10,028 |
Notes to the financial statements for the year ended 31 March 2024
Triad Group Plc | Annual Report and Accounts 2024 | 53
Notes to the financial statements for the year ended 31 March 2024
| 2024 | 2023 | |
| £'000 | £'000 | |
| Directors | ||
| Emoluments | 872 | 648 |
Benefits in kind | 20 | 21 |
| Money purchase pension contributions | 79 | 74 |
| Total remuneration | 971 | 743 |
Social security costs | 110 | 85 |
| 1,081 | 828 |
Three Directors (2023: 3) 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 24.
| 2024 | 2023 | |
| £'000 | £'000 | |
| Current tax | ||
| Current tax on (loss)/profits for the year | – | – |
| Deferred tax | ||
(Increase)/Decrease in recognised deferred tax asset | (278) | 40 |
| Change in tax rate | – | 13 |
| Total tax (credit)/charge for the year | (278) | 53 |
| 2024 | 2023 | |
| £'000 | £'000 | |
(Loss)/profit before tax | (1,291) | 9 |
| (Loss)/profit before tax multiplied by standard rate of corporation tax | (323) | 2 |
| in the UK of 25% (2023: 19%) | ||
| Expenses not deductible for tax purposes | 67 | 4 |
Allowances recognised | (18) | (13) |
| (Recognition)/Derecognition of deferred tax on losses | (4) | 58 |
| Change in tax rate | – | 13 |
Prior year adjustments | – | (11) |
| Tax (credit)/charge for the year | (278) | 53 |
54 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
| 2024 | 2023 | |
| £'000 | £'000 | |
| Deferred tax asset | ||
| The movement in deferred tax is as follows: | ||
| At beginning of the year | 108 | 161 |
| Reversal of previously unrecognised/(recognised) deferred tax on losses | 278 | (40) |
| Tax rate changes | – | (13) |
| At end of the year | 386 | 108 |
9. Dividends
| 2024 | 2023 | |
| £'000 | £'000 | |
| Final dividend for the year ended 31 March 2023 – 4p (2022: 4p) per share (declared and paid | 664 | 663 |
| in the following year) | ||
Interim dividend for the year ended 31 March 2024 – 2p (2023: 2p) per share | 332 | 332 |
| Total dividend paid | 996 | 995 |
The Directors propose a final dividend of 4 p per share (2023: 4p per share), bringing the total dividend to 6p for the financial
year (2023: 6p per share).
10. Losses per ordinary share
Losses per share have been calculated on the loss for the year divided by the weighted average number of shares in issue
during the period based on the following:
| 2024 | 2023 | |
| Loss for the year | (£1,013,000) | (£44,000) |
Average number of shares in issue | 16,600,680 | 16,565,870 |
Effect of dilutive options | – | – |
| Average number of shares in issue plus dilutive options | 16,600,680 | 16,565,870 |
| Basic loss per share | (6.10p) | (0.27p) |
Diluted loss per share | (6.10p) | (0.27p) |
Triad Group Plc | Annual Report and Accounts 2024 | 55
Notes to the financial statements for the year ended 31 March 2024
| Group and Company | Purchased software |
| £'000 | |
| Cost | |
At 31 March 2022 | 128 |
Additions | – |
Disposals | – |
| At 31 March 2023 | 128 |
Additions | – |
Disposals | – |
At 31 March 2024 | 128 |
| Accumulated amortisation/impairment | |
At 31 March 2022 | 126 |
Charge for the year | 1 |
Disposals | – |
At 31 March 2023 | 127 |
Charge for the year | 1 |
Disposals | – |
At 31 March 2024 | 128 |
| Net book value | |
At 31 March 2024 | – |
At 31 March 2023 | 1 |
56 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
12. Property, plant and equipment
| Group and company | Computer | Fixtures | Motor | Total |
| hardware | & fittings | vehicles | ||
| £'000 | £'000 | £'000 | £'000 | |
| Cost | ||||
At 31 March 2022 | 236 | 590 | 4 | 830 |
Additions | 7 | 2 | – | 9 |
Disposals | (2) | – | – | (2) |
At 31 March 2023 | 241 | 592 | 4 | 837 |
Additions | 36 | 4 | – | 40 |
Disposals | – | – | – | – |
At 31 March 2024 | 277 | 596 | 4 | 877 |
| Accumulated depreciation | ||||
At 31 March 2022 | 164 | 384 | 4 | 552 |
Charge for the year | 30 | 57 | – | 87 |
Disposals | (1) | – | – | (1) |
At 31 March 2023 | 193 | 441 | 4 | 638 |
Charge for the year | 26 | 40 | – | 66 |
Disposals | – | – | – | – |
At 31 March 2024 | 219 | 481 | 4 | 704 |
| Net book value | ||||
At 31 March 2024 | 58 | 115 | – | 173 |
At 31 March 2023 | 48 | 151 | – | 199 |
13. Leases
The Group as a lessee:
The Group has lease contracts for its office premises with terms remaining ranging from 6 months to 4 years. The lease
liability 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. Each lease is represented on the balance sheet as a right of
use asset and a lease liability. Short-term leases are not recognised and expensed to the profit and loss statement.
Triad Group Plc | Annual Report and Accounts 2024 | 57
Notes to the financial statements for the year ended 31 March 2024
Land and buildings | Tot al | |
£'000 | £'000 | |
| At 31 March 2022 | ||
Opening position | 345 | 345 |
Change in lease term | 412 | 412 |
Amortisation | (185) | (185) |
At 31 March 2023 | 572 | 572 |
Amortisation | (183) | (183) |
At 31 March 2024 | 389 | 389 |
Lease liabilities
The carrying amount of the lease liabilities recognised are as follows:
Land and buildings | Tot al | |
£'000 | £'000 | |
| At 31 March 2022 | ||
Opening position | 426 | 426 |
Change in lease term | 920 | 920 |
Interest expense | 44 | 44 |
Lease payments | (344) | (344) |
| At 31 March 2023 | 1,046 | 1,046 |
Interest expense | 51 | 51 |
Lease payments | (344) | (344) |
| At 31 March 2024 | 753 | 753 |
At the balance sheet date, the Group had outstanding commitments for future lease payments as follows:
| Up to | Between | Between | Between | |
| 3 months | 3 and 12 months | 1 and 2 years | 2 and 5 years | |
| At 31 March 2023 | £’000 | £'000 | £'000 | £'000 |
Discounted lease liabilities | 72 | 220 | 215 | 539 |
Undiscounted lease liabilities | 86 | 258 | 253 | 591 |
| Up to | Between | Between | Between | |
| 3 months | 3 and 12 months | 1 and 2 years | 2 and 5 years | |
| At 31 March 2024 | £’000 | £'000 | £'000 | £'000 |
Discounted lease liabilities | 75 | 140 | 188 | 350 |
Undiscounted lease liabilities | 86 | 167 | 215 | 376 |
58 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
The Group as a lessor:
Finance lease receivables
The Group has 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. During the year ending 31 March 2023, a lease break option on one
lease was not enacted by a tenant, and the lease continues until 23rd March 2028. This increased the total finance lease
receivable by £508,000.
The carrying amounts of the lease receivable asset are as follows:
Land and buildings | Tot al | |
£'000 | £'000 | |
| At 31 March 2022 | ||
Opening position | 84 | 84 |
Change in lease term | 508 | 508 |
Interest income | 17 | 17 |
Payments received | (119) | (119) |
At 31 March 2023 | 490 | 490 |
Interest income | 24 | 24 |
Payments received | (118) | (118) |
At 31 March 2024 | 396 | 396 |
At the balance sheet date, the Group had future lease receivables as follows:
| Up to 3 months | Between 3 and | Between 1 and | Between 2 and | |
| 12 months | 2 years | 5 years | ||
| At 31 March 2023 | £'000 | |||
| £'000 | £'000 | £'000 | ||
| Discounted lease receivables | 23 | 71 | 99 | 297 |
| Undiscounted lease receivables | 30 | 89 | 119 | 326 |
| Up to 3 months | Between 3 and | Between 1 and | Between 2 and | |
| 12 months | 2 years | 5 years | ||
| At 31 March 2024 | £'000 | |||
| £'000 | £'000 | £'000 | ||
| Discounted lease receivables | 24 | 75 | 104 | 193 |
| Undiscounted lease receivables | 30 | 89 | 119 | 208 |
The total lease receivable of £396k (2023: £490k) is disclosed as non-current assets of £297k (2023: £396k) and current
assets of £99k (2023: £94k).
After the year end, the Company entered into a settlement agreement to terminate the leasing arrangement with its tenant.
The resulting office space will not be used by the business for its own use and we are exploring opportunities to re-let the space.
Triad Group Plc | Annual Report and Accounts 2024 | 59
Notes to the financial statements for the year ended 31 March 2024
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
Trade receivables | 2,734 | 2,006 |
Less: provision for expected credit losses | (5) | (5) |
| Trade receivables-net | 2,729 | 2,001 |
Contract assets (see note 4) | 203 | 225 |
Unbilled income | – | 150 |
| Trade and other receivables | 2,932 | 2,376 |
| Prepayments | 173 | 165 |
| 3,105 | 2,541 | |
| Analysed as: | ||
Non-current asset: unbilled income | – | – |
| Current asset | 3,105 | 2,541 |
| Total | 3,105 | 2,541 |
60 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
Group and company | Expected | Gross carrying | Credit loss |
| default rate | amount | 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 | 5.0 | 31 | 1 |
2,734 | 5 |
Group and company | Expected | Gross carrying | Credit loss |
| default rate | amount | allowance | |
| (A) | (B) | (A x B) | |
| % | £'000 | £'000 | |
Current | 0.25 | 1,988 | 5 |
| Up to 30 days past due | – | 14 | – |
Up to 60 days past due | – | 2 | – |
Over 60 days past due | 5.0 | 2 | – |
2,006 | 5 |
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
| At beginning of the year | 5 | 14 |
| Credited to income statement | – | (9) |
At end of the year (credit loss allowance) | 5 | 5 |
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
| Sterling | 2,931 | 2,376 |
| Euros | 1 | – |
2,932 | 2,376 |
Triad Group Plc | Annual Report and Accounts 2024 | 61
Notes to the financial statements for the year ended 31 March 2024
16. Cash and cash equivalents
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
| Cash and cash equivalents | 2,052 | 4,795 |
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 company | 2024 | 2023 |
| £'000 | £'000 | |
| Sterling | 2,008 | 4,777 |
Euros | 44 | 18 |
| 2,052 | 4,795 |
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash, as detailed above.
During the year, the Group had access to a financing facility with a major UK bank. At the balance sheet date, in both the
current or prior year, this facility was not utilised. The facility borrowing rate was 1.75% above base rate. The invoicing facility
was terminated at the close of the year.
Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
Trade payables | 419 | 666 | 419 | 666 |
| Accruals | 506 | 335 | 506 | 335 |
Owed to subsidiary | – | – | 5 | 5 |
925 | 1,001 | 930 | 1,006 | |
| Contract liabilities (see note 4) | 68 | 37 | 68 | 37 |
Other taxation and social security | 1,159 | 1,231 | 1,159 | 1,231 |
| 2,152 | 2,269 | 2,157 | 2,274 | |
| Analysed as: | ||||
| Current liability | 2,152 | 2,269 | 2,157 | 2,274 |
| Total | 2,152 | 2,269 | 2,157 | 2,274 |
62 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £’000 | £’000 | £’000 | £’000 | |
Sterling | 920 | 1,001 | 925 | 1,006 |
Euros | 5 | – | 5 | – |
| 925 | 1,001 | 930 | 1,006 |
18. Provisions
| Group and company | Provision for |
| property dilapidation | |
| £’000 | |
At 1 April 2023 | 197 |
Additions | – |
Charged to income statement | – |
Utilised in year | – |
| At 31 March 2024 | 197 |
The maturity profile of the present value of provisions is as follows:
Group and company | 2024 | 2023 |
| £'000 | £'000 | |
| Current | ||
| Provision for property dilapidation | 136 | – |
| Non-current | ||
| Provision for property dilapidation | 61 | 197 |
The provision for property dilapidation covers the estimated future costs required to meet obligations under property leases
to redecorate and repair property.
| 2024 | 2023 | |
| Ordinary shares of 1p each | ||
| Issued, called up and fully paid: | ||
| Number | 16,629,781 | 16,582,663 |
| Nominal value | £166,298 | £165,827 |
Number | Option price | Increase in Increase in share capital | Increase in Increase in share premium |
30,000 | 11.0p | £300 | £3,000 |
17,118 | 53.5p | £171 | £8,987 |
47,118 | £471 | £11,987 |
Triad Group Plc | Annual Report and Accounts 2024 | 63
Notes to the financial statements for the year ended 31 March 2024
20. Share-based payments
The Group operated the employee share option incentive scheme and restricted stock units (RSUs) incentive plans during
the year, which are both equity settled schemes.
Date option granted | Number | Exercise price | Period options exercisable |
18 September 2014 | 20,000 | 11.0p | 18 September 2017 to 18 September 2024 |
9 March 2018 | 117,798 | 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 performance conditions:
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.
For options granted on 18 September 2014: in at least one financial year after the date of grant, the Company achieved a
positive basic earnings per share (subject to adjustment to exclude identified exceptional items), as reported in its audited
annual accounts. This vesting condition was met and these options vested on 17 September 2017.
Options have been valued using the Black-Scholes option-pricing model. No performance conditions were included in the
fair value calculations.
The contractual life of all vested options is 7 years.
No options were granted during the year (2023: nil).
Restricted Stock Units (RSUs)
In March 2022 a number of restricted stock units (RSUs) were granted under the new Triad Employee Share Incentive Plan,
and remain outstanding as follows:
Date award made | Number | Performance condition | Vesting date |
30 March 2022 | 750,000 | 135.0p | 30 March 2025 |
The Award will 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 RSUs have been valued using the Monte Carlo pricing model. No performance conditions were included in the fair value
calculations.
The total expense recognised in the year is £202,000 (2023: £200,128).
No RSUs were granted during the year (2023: nil).
64 | Triad Group Plc | Annual Report and Accounts 2024
Notes to the financial statements for the year ended 31 March 2024
A reconciliation of the total share award movements over the year to 31 March 2024 is shown below:
2024 | 2023 | |||
| Number of | Weighted | Number of | Weighted | |
| options | average | options | average | |
| exercise | exercise | |||
| price of the | price of the | |||
| share award | share award | |||
| Pence | Pence | |||
Outstanding at start of year | 934,916 | 9.1 | 978,000 | 10.2 |
| Granted | – | – | – | – |
Exercised | (47,118) | 26.4 | (43,084) | 33.8 |
| Forfeited | – | – | – | – |
Outstanding at end of year | 887,798 | 8.2 | 934,916 | 9.1 |
| Exercisable at end of year | 137,798 | 47.3 | 184,916 | 42.0 |
There were 47,118 share options exercised during the year. In the reconciliation above, there are no share options and a
total of 180,000 restricted stock units (RSUs) held by Directors. Transactions with Directors are set out in the Directors’
remuneration report on page 24.
The options exercisable of 137,798 relate to the 2014 and 2018 grants which have all vested (2023: 184,916 all vested).
The weighted average share price at the date of exercise for share options exercised during the period was 145.1p (2023:
113.5p). The options outstanding as at 31 March 2024 had an exercise price of 11.0p or 53.5p, and with respect to the RSUs,
1.0p. The weighted average remaining contractual life is 1.4 years (2023: 2.4 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% |
22. Events after reporting period
After the year end, the Company entered into a settlement agreement to terminate the leasing arrangement with its tenant. The
resulting office space will not be used by the business for its own use and we are exploring opportunities to re-let the space.
Triad Group Plc | Annual Report and Accounts 2024 | 65
Five year record
Consolidated income statement
Years ended 31 March
2024
£’000
2023
£’000
2022
£’000
2021
£’000
2020
£’000
Revenue
14,046
14,858 17,015 17,815 19,354
Gross profit
2,819
3,504 4,784 3,810 2,854
(Loss)/Profit before tax (1,291) 9 1,081 644 (602)
Tax credit/(charge)
278
(53) 88 41 (159)
(Loss)/Profit after tax
(1,013)
(44) 1,169 685 (761)
Retained (loss)/profit for the financial year
(1,013)
(44) 1,169 685 (761)
Basic (loss)/earnings per share (pence) (6.10) (0.27) 7.16 4.28 (4.76)
Balance sheet
As at 31 March
2024
£’000
2023
£’000
2022
£’000
2021
£’000
2020
£’000
Non-current assets
1,245
1,276 916 921 1,236
Current assets
5,256
7,430 7,963 7,540 6,581
Current liabilities (2,503) (2,561) (2,464) (2,555) (2,399)
Non-current liabilities
(599)
(951) (397) (623) (863)
Net assets 3,399 5,194 6,018 5,283 4,555
Share capital
166
166 165 160 160
Share premium account
906
894 880 666 660
Capital redemption reserve 104 104 104 104 104
Retained earnings
2,223
4,030 4,869 4,353 3,631
Equity shareholders’ funds 3,399 5,194 6,018 5,283 4,555
66 | Triad Group Plc | Annual Report and Accounts 2024
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 2025: expected announcement of results
Half-year November 2024
Full-year June 2025
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
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
Country of incorporation and domicile of
parent company
Legal form
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
Corporate information
Triad Group Plc | Annual Report and Accounts 2024 | 67
01908 278450
www.triad.co.uk
Godalming office:
Huxley House
Weyside Park
Catteshall Lane
Godalming
Surrey GU7 1XE
Milton Keynes office:
Building 3 Caldecotte Lake Business Park
Caldecotte Lake Drive
Milton Keynes MK7 8LF