2025/2026
Annual Report and Accounts
TRIAD GROUP PLC
Financial Highlights:
GROSS PROFIT
31 MARCH 2026:
2025:
£6.7m
£6.1m
REVENUE FOR THE YEAR ENDED
31 March 2026:
CASH RESERVES
31 MARCH 2026:
2025:
2025:
£24.8m
£4.2m
£21.4m
£3.4m
GROSS PROFIT AS A PERCENTAGE OF REVENUE
31 MARCH 2026:
2025:
27.1%
28.6%
EBITDA
31 MARCH 2026:
2025:
£2.0m
£1.7m
PROFIT BEFORE TAX
31 MARCH 2026:
2025:
£1.9m
£1.5m
PROFIT AFTER TAX
31 MARCH 2026:
2025:
£1.7m
£1.7m
Triad Group Plc | Annual Report for the year ended 31 March 2026
02 Strategic report
18 Directors’ report
22 Corporate governance report
27 Directors’ remuneration report
37 Independent auditor’s report
44 Statements of comprehensive income
45 Statements of changes in equity
46 Statements of financial position
47 Statements of cash flows
48 Notes to the financial statements
69 Five year record
70 Shareholders’ information and financial calendar
71 Corporate information
2 | Triad Group Plc | Annual Report and Accounts 2026
Financial highlights
Year ended
31 March
2026
Year ended
31 March
2025
Difference
Revenue
£24.8m
£21.4m +£3.4m
Gross Profit
£6.7m
£6.1m +£0.6m
Gross Profit % 27.1% 28.6% -1.5%
EBITDA £2.0m £1.7m +£0.3m
Profit before tax
£1.9m
£1.5m +£0.4m
Profit after tax
£1.7m
£1.7m –
Cash reserves £4.2m £3.4m +£0.8m
Basic earnings per
share
9.92p 9.93p -0.01p
Final dividend –
proposed
6p
4p +2p
Chairman’s statement
Dr John Rigg
Financial headlines
For the year ended 31 March 2026 the Group reports
revenue of £24.8m (2025: £21.4m). The gross profit as a
percentage of revenue was 27.1% (2025: 28.6%). The profit
before tax was £1.9m (2025: £1.5m) and the profit after tax
was £1.7m (2025: £1.7m). Cash reserves have increased to
£4.2m (2025: £3.4m).
The Group continues to increase profitability year on year
as a result of the continued growth in revenue, derived from
both existing contracts and new business wins. The strategy
of hiring new permanent consultants for new assignments
and therefore maximising gross profit continued, with
consultant numbers increasing at the close of the year to
170 (2025: 147). There was an impact on profitability and
gross margin percentage from the increases to employer’s
national insurance contributions imposed at the start of
the financial year. Nevertheless, the Group absorbed these
costs, reduced reliance upon contractors and grew gross
profit by 10%.
Cash balances increased to £4.2m (2025: £3.4m). During
the year, there were no bad debts (2025: nil) and no
requirement for external financing (2025: nil). The increase
in cash balances was generated from operating profits less
the healthy dividend distribution of 7p per share (2025:
6p). Cash is expected to grow in step with future operating
profits which will support healthy dividend distributions.
Overview of results
I am delighted with these results which build on an
impressive prior year. They are also a fitting way to
celebrate the Company’s 30th anniversary as a publicly
listed company, following flotation in March 1996. Triad is
one of a very few main market public companies to have
survived that period intact, and the fact that we continue to
thrive and perform successfully for our staff, customers and
shareholders is a source of great personal pride.
The results reflect an extremely solid and diverse base of
contracts across several large Government clients, providing
opportunities for our cadre of expert consultants to deliver
digital solutions at scale. I am particularly pleased to see
headcount steadily growing as the Company services more
demand from our client base.
During the period, the Company secured substantial amounts
of its work via existing contracts as well as through new
contracts won at the Office for Product Safety & Standards
and the Foreign, Commonwealth & Development Office. A
very significant contract secured towards the end of the
financial year with the Met Office lays the foundation for
another two years of delivery for an important existing client.
The external environment is arguably more volatile than
ever. Technology is advancing at breakneck speed, the
political environment is extremely fluid, and competition is
ferocious. I know I can rely on the resilience and tenacity that
has characterised our thirty years as a public company to
provide us with the wherewithal to exploit the opportunities a
changing environment inevitably presents.
Our lean operation means that profit converts very efficiently
into cash, and our cash position has improved significantly
from the prior year which itself was a notable improvement
on the previous year.
Dividend
With the outlook for profit after tax continuing to be robust, the
Board proposes a final dividend of 6p per share (2025: 4p per
share), which together with the interim dividend already paid of
3p per share (2025: 2p per share), totals 9p per share for the
financial year (2025: 6p per share).
Employees, clients and shareholders
On behalf of the Board of Directors, I would like to thank all
employees, new and established, for their hard work and
outstanding contribution. I would also like to thank our clients
for providing the Company with so many opportunities to
make a meaningful difference to the world in which we
operate, and to our shareholders for their enduring support.
Dr John Rigg
Executive Chairman
19 June 2026
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Triad Group Plc | Annual Report and Accounts 2026 | 3
4 | Triad Group Plc | Annual Report and Accounts 2026
Strategic report
Operational highlights
Our mission to support the Met Office’s transformation
continued during the year, with consultants across business
analysis and architecture disciplines providing a leading
role in areas such as legacy systems retirement, product
migration, future security, and scaling climate services.
This service represents the blue ribboned of business
analysis services across the public sector, and it is a
source of enormous pride that our work during the year will
continue for another two years thanks to the successful
procurement outcome.
At the Department for Energy Security and Net Zero
(DESNZ), our teams continued to drive forward with the
digital delivery necessary to enable initiatives such as the
Warm Homes Discount and the Private Rented Sector
Exemption scheme. These nationally significant projects
demand the highest levels of expertise and competence,
and our consultants have relished the challenge. Working at
DESNZ has also provided a boost to our growing Salesforce
practice, a platform which we see as increasingly significant
across Central Government, Health and Law Enforcement.
At OPSS we were heavily involved in multiple digital delivery
programmes to upgrade and introduce capabilities that
would underpin the organisation’s mission to protect
consumers from harmful products. The flagship ECM
platform at OPSS went from strength to strength, benefiting
from a continuous delivery process that permits the safe and
frequent release of product enhancements.
Our emerging health strategy started well with the win at
MHRA, and our involvement in cross-cutting initiatives with
the National Data Library included a focus on improving
experiences for those with long-term health conditions. Our
appointment of a clinician to join our consulting team has
significantly boosted our credentials in a sector where we
believe our capabilities are very well suited.
Beyond digital delivery, the Company continued to
play an active role in industry engagement via the
Central Government and Justice & Emergency Services
programmes at TechUK, as well as speaking engagements
at the National Police Chiefs Council Digital Summit and
hosting round tables on topics such as building capability
within the Civil Service. Building capability for our civil
service clients is a cornerstone of our engagement model
and forms part of a comprehensive suite of social value
measures the Company is providing in addition to the
primary deliverables commissioned.
Managing Director’s statement
Adrian Leer
Business commentary
The Company delivered a very strong financial performance
for the year ended 31 March 2026, with revenue rising to
£24.8m from £21.4m and profit before tax increasing to
£1.9m from £1.5m. These results built decisively on the
extremely solid performance during the previous year and
reflect a superb effort from everyone involved. Cash reserves
strengthened to £4.2m from £3.4m. Gross margin was 27.1%,
compared with 28.6% last year, the difference attributable to
the increase in employer’s national insurance contributions,
offset by a reduced reliance on contractors.
To deliver these results the Company increased its headcount
of full-time permanent consultants from an average of 131
last year to 157 in the current year. All new recruits were
fee-earning consultants, maintaining the Company’s ability to
increase its front-line capacity without needing to expand its
back office. The ability to work as a close-knit group of people
with a strong Triad family culture is a great strength.
Commercial highlights
A strong focus on delivery characterised the year, and notably
many of our clients opted to extend commercial arrangements
with the Company to maintain its track record of delivery
momentum, an undoubted hallmark of the Triad approach.
These contract extensions signal a genuine desire to secure
more of the same from our delivery consultants and reinforce
our position as trusted partner to all our major clients.
In addition to multiple significant contract extensions, we
secured major contract wins at the Met Office and the Office
of Product Safety & Standards (OPSS), totalling nearly £20m
in award value. Whilst the Company was the incumbent for
each of the preceding respective contracts, there was no
doubting the fierceness of competition that accompanied
both procurements. Other notable wins included a further
multi-million award at the Foreign Commonwealth &
Development Office (FCDO), providing further evidence
of the confidence placed in us by all our key clients. The
Company secured an important new client, Medicines and
Healthcare products Regulatory Agency (MHRA), part of a
broader strategy to develop our health sector footprint.
As is the case with many of these procurements, presence
on the relevant frameworks is a prerequisite. The Company
was therefore delighted to obtain a place on the latest
iteration of the Technology Services framework (TS4),
securing coverage on all the lots we applied for. Similarly,
the Company was also successful in securing a place on
each of the lots applied for within the Digital Outcomes and
Specialists 7 (DOS 7) framework.
Strategic report
As the business has grown, our systems and controls
have matured. We are extremely proud of our integrated
management system approach which enables compliance
with ISO standards 9001, 14001 and 27001 but which
more importantly provide us with the foundations on which
to build.
The increasing reach of AI is something the Company views
as an opportunity rather than a threat and as a consequence
we are growing our ability to offer more solutions more
quickly to our public sector clients.
Outlook
The outlook is very promising. Short-term, the new financial
year has started well. The Company is growing steadily,
and we have made significant changes to our work-winning
approach to secure the platform for future growth. Secured
work is at levels higher than previous years, and we continue
to be enthusiastic about our prospects to win more work in
our core and emerging markets.
Adrian Leer
Managing Director
19 June 2026
Triad Group Plc | Annual Report and Accounts 2026 | 5
6 | Triad Group Plc | Annual Report and Accounts 2026
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
workforce is increasingly distributed across the UK and
we have permanent office space in Godalming (registered
office) and Milton Keynes.
Principal objectives
The principal objectives of the Group are to;
•
Provide clients with industry leading service in our
core skills.
•
Achieve sustainable profitable growth across the
business and increase long-term shareholder value.
The key elements of our strategy to achieve our objectives are;
To provide a range of specialist services relevant to our
clients’ business
•
Our services include consultancy, change leadership,
project delivery, software development and business
insights. Further capacity and expertise may be
provided via our associate network.
•
We continue to adopt a “business first, technology
second” approach to solving our clients’ problems. A
cornerstone of our service offer is our consultancy
model, offering advice and guidance to clients in terms
of technology investments.
To develop long term client relationships across a broad
client base
•
Enduring client relationships fuel profitability. A
hallmark of our trading history has been the frequency
of repeat business, which itself has been a function
of outstanding delivery and proactive business
development within existing accounts.
•
Our consistent track record in this regard is our major
asset when developing propositions for new clients,
along with the use of case studies and references.
•
We have structured our service offering to enable
clients to engage early, thus enabling the building of
trust and confidence from the outset.
To work with partners
•
Our strategy includes working with carefully chosen
partners operating under their client frameworks in
addition to the frameworks on which Triad is listed. This will
expose more opportunities whilst reducing the cost of sale.
To leverage Group capability and efficiency to
increase profitability
•
We continue to develop synergies across the Group’s
activities both externally and internally, driving better
outcomes for clients whilst improving efficiency and
effectiveness. The management team sets objectives to
ensure that these synergies are exploited.
•
We enable our clients to benefit from access to a full range
of IT services, delivered through a single, easy to access,
point of sale.
•
We will continue to provide the highest quality of service to
our customers through our teams of skilled consultants and
market experts.
Principal risks and uncertainties
The Group’s business involves risks and uncertainties,
which the Board systematically manages through its
planning and governance processes.
The Board has conducted a robust assessment of the
principal risks facing the Group, examining the Group’s
operating environment, scanning for potential risks to the
health and wellbeing of the organisation. The Directors
factor into the business plan the likelihood and magnitude
of risk in determining the achievability of the operational
objectives. Where feasible, preventive and mitigating
actions are developed for all principal risks.
The Executive Directors review the risk register and track
the status of these risk factors on an on-going basis,
identifying any emerging risks as they appear. In addition
to Board meetings, regular meetings are held between the
Executive Chairman and the Managing Director to ensure
risks are identified and communicated.
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Triad Group Plc | Annual Report and Accounts 2026 | 7
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The outputs of this management review form part of the
Board’s governance process, reviewed at regular Board
meetings. When emerging risks arise, these are reviewed
by senior management on an immediate basis and
communicated to the Board as appropriate.
The Directors are of the opinion that there is no overall
increase in the principal risk ratings and the impact upon
the business.
The principal risks identified are:
IT services market
The demand for IT services is affected by UK market
conditions. This includes, for example, fluctuations in political
and economic uncertainty, and the level of public sector
spending. Negative impacts can reduce revenue growth and
maintenance due to the loss of key clients, reduction in sales
pipelines and reduction in current services. The creation of
new services, acquisition of new clients and the development
of new business relationships are important in protecting the
Group from fluctuations in market conditions.
Economy
The political and economic uncertainty generated by global
instability via global tariff issues and the impact of the Middle
East crisis, have the potential to negatively affect the Group’s
marketplace due to an impact on Government spending plans
and the cancellation or delay of IT projects. Political volatility
in the UK, and the effects upon Government departmental
budgets, poses both a risk and an opportunity. The strong
relationships the Group enjoys with a large range of public
sector clients within the UK mitigates this risk.
Due to the nature of the Group’s client base and activities in
the UK, the continued global geopolitical events have not had
a direct impact and are not considered to do so in the future.
However, there may still be a secondary effect as a result of
the impact on the wider economy. The Directors will continue
to monitor this situation closely.
Employment market conditions in the UK mainly affect the
Group’s ability to attract and retain staff as wage inflation will
continue to be a risk to the business. The Group’s response to
this risk is outlined within the Availability of staff below.
Growth in the fee earning permanent consultant headcount
in-line with contract wins results in an increasingly larger fixed
cost base that must be matched by revenue to both maintain
and grow profitability. Uncertainty in the economy poses a risk
to profitability. This risk is mitigated by constant review of new
business pipelines and resource allocations by the Executive
Director team and monthly review by the Board.
Revenue visibility
The pipeline of contracted orders for time and materials
consultancy work can be relatively short and this reduces
visibility on long-term revenue generation. Political
uncertainty, particularly in the public sector, can reduce
visibility in securing new business. The Board carefully
reviews forecasts to assess the level of risk arising from
business that is forecast to be won and maintains very
strong relationships with key client relationships.
Availability of staff
In a constantly evolving market for talent acquisition, the
ability to access appropriately skilled resources, recruit
and retain the best quality staff is key to ensuring the ability
to deliver profitable growth and deliver IT services to our
clients. During the year, there were geopolitical events that
continued to create volatility 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 onboarding
of new consultants is managed by a highly experienced
and dedicated team of resourcing professionals, and this
provides quality assurance processes to accelerate hiring and
maintain very low attrition rates. To encourage retention, when
appropriate and sufficient headroom exists to do so, selected
staff are awarded share options and restricted stock units.
Competition
The Group operates in a highly competitive environment.
The markets in which the Group operates are continually
monitored to respond effectively to emerging opportunities
and threats. The Group ensures a high quality of service to
long-tenured clients, which includes continuous review of
delivery against project plan and obtaining client feedback.
This promotes longevity of client relationships and to a high
degree mitigates the risk of competition.
The risk associated with environmental, social and corporate
governance (ESG) is considered to be low, although the group
takes its responsibilities in this regard very strongly. Details of
these responsibilities can be found on page 10.
There are or may be other risks and uncertainties faced by
the Group that the Directors currently deem immaterial, or
of which they are unaware, that may have a material adverse
impact on the Group.
The risk appetite of the Group is considered in light of the
principal risks and their impact on the ability to meet its
strategic objectives. The Board regularly reviews the risk
appetite which is set to balance opportunities for business
development and growth in areas of potentially higher risk,
whilst maintaining reputation, regulatory compliance, and high
levels of customer satisfaction.
8 | Triad Group Plc | Annual Report and Accounts 2026
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 3p per share (2025: 2p
per share) to shareholders. This decision was made
following a detailed review of future profitability and
cash flow and showed that there was the expectation
of increased profitability and with that, increased cash
balances without the requirement for external funding.
Based upon trading expectations and cash flow
forecasts, the future financial performance is expected
to build. The Board has therefore proposed a final
dividend of 6p per share for the year ended 31 March
2026 (2025: 4p per share).
•
Clients: Delivering a quality service is the key to the
Group’s future success, and effective and successful
delivery of services to our clients is the key focus of
the Group. To increase effectiveness, a continuous
review of consultant allocation, utilisation rates and
delivery structures is made to enhance the efficiency
of the Group’s service to clients. Regular operational
governance meetings take place with senior
management and key client contacts. Key account
delivery and management tools are in constant review to
enhance and promote efficiencies. The Group continue
the strategy of building permanent consultant numbers
to improve and broaden the skill sets and enhance
delivery to clients. Associates are utilised only on a
limited basis where rare technical expertise is required.
•
Business partners: Effective working relationships that
enable future growth are important to the Group. The
Group continue to cultivate strong relationships with our
business partners which may include intermediaries and
sub-vendor arrangements, with regular dialogue and
updates to ensure that delivery to our shared clients
is as effective as possible. During the financial year,
the Group continued to explore delivery methods with
partners that enable the acquisition of new business.
•
Employees: Motivated and satisfied employees are
the lifeblood of our business and our people are key to
our success. The Group strives to achieve the highest
standards in its dealings with all employees. During the
financial year, the Group continued to deliver a high level
of communication with employees, including regular
Group meetings chaired by the Managing Director.
One-to-one meetings with employees and the Managing
Director are also available on request and regularly
take place. The Group continued to provide appropriate
comprehensive induction and ongoing training tailored
to individual needs. Extensive employee benefits are
provided which are continually reviewed to enhance the
wellbeing of all employees. Remuneration packages
are reviewed on an annual basis to ensure retention
of employees, as are flexible working environments
and grading reviews. The Group operates the Triad
Employee Share Incentive Plan, which facilitates awards
of restricted stock units (RSUs) to employees from time
to time within allowable limits. See page 67 for details.
•
Suppliers: Effective engagement with suppliers enables
the Group to deliver a quality service to our clients.
The Group maintains appropriate arm’s-length trading
relationships with quality suppliers and is fully committed
to fairness in its dealing with them, including embracing
the principle of paying suppliers within agreed credit
terms during the course of normal business.
The Directors continue to ensure there is full regard to
the long-term interests of both the Group and its key
stakeholders including the impact of its activities on the
community, the environment and the Group’s reputation. In
doing this, the Directors continue to act fairly and in good
faith taking into account what is most likely to promote the
long-term success of the Group.
•
Relations with key stakeholders such as shareholders,
clients, employees and suppliers are maintained by
regular, open and honest communication in both verbal
and written form.
•
The Directors are fully aware of their responsibilities to
promote the success of the Group in accordance with
section 172 of the Companies Act 2006.
•
The Directors continuously take into account the
interests of its principal stakeholders and how they are
engaged. This is achieved through information provided
by management and also by ongoing direct engagement
with the stakeholders themselves.
•
The Board has ensured an appropriate business
structure is in place to ensure open and effective
engagement with the workforce via the Executive
Directors and the management team.
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Triad Group Plc | Annual Report and Accounts 2026 | 9
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•
The Board and the management team continue to
work responsibly with all relevant stakeholders and
has appropriate anti-corruption and anti-bribery, equal
opportunities and whistleblowing procedures and
policies in place.
•
As required, non-Executive Directors, professional
advisors and the Company Secretary provide support to
the Board to help ensure that sufficient consideration is
given to stakeholder issues.
The Directors do not consider there to be any key decisions
made in the year other than to continue with the strategy
of growing consultancy business and increasing permanent
consultants in step with this growth, to deliver higher gross
profit margins, profitability, and improve cash flow to maintain
and grow dividend distribution to shareholders.
Viability Statement
In accordance with the Listing Rules the Directors have
assessed the Company’s viability over the next three financial
years. Given the Group’s business model and commercial and
financial exposures the Directors consider that three years
is an appropriate period for the assessment. The maximum
period of visibility of commercial arrangements with clients is
currently two years, however in considering the assessment
period assumptions have been made beyond this immediate
timeframe extended to 3 years based upon the strategic
direction of the business. As part of the long-term viability
assessment the Directors have considered the principal risks.
This assessment of viability has been made with reference
to the Group’s current financial and operational positions.
Revenue projections, cash flows, availability of required
finance, commercial opportunities and threats, and the
Group’s experience in managing adverse conditions in the
past have been reviewed. The Group was founded in 1988 and
has survived several recessions.
An example of the robust performance of the business model
was the successful navigation of the Covid-19 pandemic.
Despite the overwhelming threat the pandemic presented,
the Group was able to improve profitability and increased
cash reserves without the requirement for external funding or
needing to take advantage of Government support schemes.
This success was due to the agility of the business model,
client delivery techniques and the quality of our employees
and hiring processes.
Geopolitical and domestic political events have had no
material negative impact upon the Group’s client base and
trading results, and the Board do not expect this to change.
The effects of IR35 legislation is minimal as the Group has
continued to reduce associate fee earners in favour of higher
margin permanent consultants. The risk in this area is not
considered material.
The Group continues to acquire new business, successfully
retender material business, secure extensions with existing
clients and grow consultant numbers. The Directors have
approached the budget and forecasting cycle for the 2027
financial year and beyond with a conservative outlook, but
are confident in the business model and the ability of both
new business acquisition and highly skilled and long tenured
consultants to improve upon these conservative expectations.
The viability assessment considered the principal risks
as set out on page 6. The Board modelled a number of
realistic scenarios based upon conservative budgets and
forecasts. This included modelling the most severe scenario
possible which assumed that all current client contracts
discontinued at expiry, with no extension or replacement and
with no further cost mitigation. The group have extended at
a high level these forecasts to 3 years for the purposes of
considering viability.
In all scenarios, it was found that there was sufficient
headroom in cash flow to continue operating within
current resources for the next 3 years, and without the
requirement to utilise external funding or exercise cost
mitigation programmes. The Group was therefore found to
have sufficient financial strength to withstand considerable
financial headwinds.
The Board believes that the Group remains well placed to
navigate effectively a prolonged period of uncertainty and to
mitigate the risks presented by it.
Based upon the results of this analysis, the Board has a
reasonable expectation that the Group will be able to continue
in operation and be able to meet its liabilities over the next
3-year viability period. In reaching this assessment, the Board
has taken into account future trading, access to external
funding and cash flow expectations.
Performance assessment, financial review
and outlook
Financial and non-financial key performance indicators
(KPIs) used by the Board to monitor progress are revenue,
profit/(loss) from operations, EBITDA, gross margin and
average headcount. Financial KPIs are discussed in more
detail in the Financial review below. The outlook for the
Group is discussed in the Chairman’s statement on page 2.
The non-GAAP KPI’s that the Directors consider the users
of the financial statements to be interested in are profit/
(loss) from operations and EBITDA. The Directors consider
that the users of the financial statements are focused on
profitable growth and dividend distribution and as such
profit/(loss) from operations is a KPI. The Directors consider
that EBITDA is a KPI as it indicates the results that will
translate to cash balances.
10 | Triad Group Plc | Annual Report and Accounts 2026
Strategic report
The KPIs are as follows;
2026
2025
Revenue
£24,785,000
£21,421,000
Profit from operations
£1,897,000
£1,500,000
Earnings before interest,
tax, depreciation and
amortisation (EBITDA)¹
£2,039,000
£1,710,000
Gross margin
27.1%
28.6%
Average headcount 180 155
EBITDA – Profit from operations of £1,897,000 (2025:
£1,500,000) adding back the depreciation and amortisation
charge in the year of £142,000 (2025: £210,000)
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. 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 a l
Directors 5 2 7
Senior managers 4 –
4
Employees 121 48
169
Tot a l 130 50 180
As at 31 March 2026 there were 7 Board members, of which
5 (2025: 5) were male (71%) and 2 (2025: 2) were female
(29%). Overall, the proportion of female Directors during the
year was approximately in line with the average Group female
representation of 28% (2025: 27%).
Board performance composition is reviewed regularly to ensure
that there is a suitable range of skills and experience amongst
the Directors. The Board consists of mainly long tenured Triad
Group Directors, and with respect to both female and non-
white British Directors, the Group operates a meritocracy and
there are currently no specific Board diversity targets in place.
Management continue to recruit and nurture the best available
talent, regardless of gender or ethnicity, and formal succession
plan procedures are in practice. We will, however, continue to
keep the Board’s composition and in particular the diversity and
blend of backgrounds, skills, and experience under review.
For the purposes of UK Listing Rule 6.6.6R (9), as at 31 March
2026, the Company did not meet the requisite targets. The
targets are specifically that:
•
Female representation on the Board is 40%;
•
At least 1 senior Board member is a female; and
•
1 individual is from a minority ethnic background.
Charlotte Rigg was appointed to the senior position on
the Board as Deputy Executive Chairman on 1 June 2023.
Although we note that UK Listing Rule 6.6.6R (9) (ii) does not
include this specific role, we can confirm that this is not only
a senior role in the Company and on the Board of Directors,
but also one of significant importance.
As required by UK Listing Rule 6.6.6R (10), our gender and
ethnicity data as at 31 March 2026 (in the format set out in
UKLR6 Annex 1R) is detailed below. The Board members
were asked to confirm which of the categories set out in the
below they identify with. Any new appointees to the Board in
the future will be asked to provide this information.
Triad Group Plc | Annual Report and Accounts 2026 | 11
Strategic report
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board
Number of
non-Executive
positions on the
Board
Percentage
of executive
management
Men 5 71% 4 1 80%
Women 2 29% 1 1 20%
Not specified / prefer not
to say
– 0% – – 0%
Environment and greenhouse gas reporting
This statement contains the Group’s TCFD aligned disclosure in accordance with FCA requirements of Listed UK companies
in line with UKLR 6.6.6(8)R. The Group is required to report on a ‘comply or explain’ basis against the 11 recommended TCFD
disclosures. The Board have assessed the requirements and have concluded that climate related risks are negligible to the Group.
The Board have taken this into account when applying the TCFD framework, to ensure the level of disclosure is commensurate
to the level of risk, and the Group have therefore not yet completed planning for different climate related scenarios, including 2
degree or lower. The Group has provided responses across the TCFD’s pillars and aims to advance the maturity of its climate-
related actions and disclosures on an annual basis. Regarding IFRS S2 requirements, being the disclosure of information about
climate-related risks and opportunities that could reasonably be expected to affect the Group’s cash flows, its access to finance
or cost of capital over the short, medium or long term, the Group believes there is a negligible risk from climate change and
therefore the Board’s opinion is that no additional disclosures are required.
The Board have assessed interim measures to achieve the 2050 net zero targets. Given the nature of the Group’s operating
model, a key contribution to emissions is driven by its supply network and notably, public transport. The Board expect these
emissions to reduce as transport moves towards net zero.
The Group’s key metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and
risk management processes are Scope 1, Scope 2 and Scope 3 emissions.
The Group has provided responses across the TCFD’s pillars and aims to advance the maturity of its climate-related actions and
disclosures on an annual basis.
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board
Number of
non-Executive
positions on the
Board
Percentage
of executive
management
White British or other White
(including minority-white
groups)
7 100% 5 2 100%
Mixed / Multiple ethnic
groups
– 0% – – 0%
Asian / Asian British – 0% – – 0%
Black/African/ Caribbean/
Black British
– 0% – – 0%
Other ethnic group – 0% – – 0%
Not specified/ prefer not
to say
– 0% – – 0%
12 | Triad Group Plc | Annual Report and Accounts 2026
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 during regular project audits. During the financial year, the Group
achieved ISO 14001:2015 certification, Environmental Management Systems. This certification
provides a complimentary structure to manage environmental risks and has strengthened
identification of risks and improved governance. With Triad’s ISO 9001:2015 audits also providing a
biannual review of issues and risks, the Board are of the opinion that the Group has strong controls in
place. The Board are also 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,
business plans and the relative size of the issues to the business but have found no issues impacting
these items. For these reasons, no objectives linked to remuneration are in place for Board
members. 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 and negligible
impact of climate related issues over the short, medium and long term, including lower carbon economy
considerations and a 2°C or lower scenario, and these have not been considered when making
strategic decisions. If, and when a risk is deemed to have a greater impact, the Group will follow the
same process as identifying and assessing other risks, described on page 6.
The service nature of the business and the potential downtime of consultants in between assignments,
means that climate risk is mitigated in this situation.
With regard to physical risks (damage from extreme weather and climate shifts), with the Group’s
workforce currently working remotely from locations across the country and having in excess of 6
years’ remote working experience, localised climate issues will not 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 transition risks (costs associated with adjusting
to a low-carbon economy) as the Group's emissions are mainly utilities and travel, neither of which the
Group has the ability to adjust.
There are no financial related disclosures due to the immateriality of the risks, in line with the TCFD
recommendations. Climate related costs, being electricity, heat and travel are included in administration
costs in the Statements of comprehensive income. Due to the low relative value of the costs, they have
limited impact on the financial statements.
The Group has in recent years 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, with the Department for Energy Security and Net Zero’s Clean Heat Market
Mechanism discovery and alpha phases, and during the year, has also been working on Government
projects complimentary to climate change. The Directors are proud of the Group’s achievements and
continued 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. In particular, the ‘Triad Trees’ sapling
afforestation programme continues to offset our relatively low emissions, with an offset value calculated
using accredited formula via Winrock.org of 6 tCO2e per annum. The Group looks to expand this
programme further and provides a real and tangible attempt at offsetting our relatively low emissions.
The four pillars are as follows:
Strategic report
Triad Group Plc | Annual Report and Accounts 2026 | 13
Strategic report
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, with an interim target set for
2030 having already been achieved. Triad’s Carbon Reduction Plan can be found on the Company
website.
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 2025.
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 hence 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 are now supplied by renewable energy suppliers.
Scope 3 – This covers business travel and employee commuting. Our employees are encouraged to
use public transport where available.
In February 2026 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, all key systems have now been migrated to the
Cloud, 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 progressive 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.
The Company 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 2026
Strategic report
The Group has used mileage reports, public transport
journey details and meter readings converted to tCO2e using
the 2025 UK Government’s conversion factors for company
reporting of greenhouse gas emissions. No independent
assurance has been carried out on the climate metrics
or disclosures due to the limited impact on the Group.
No risks have been identified in the year. No assurance,
remediation or improvements have been required during the
year. The ISO 14001:2015 accreditation earned in the year
evidences and strengthens our resolve in this area. No peer
benchmarking has taken place due to the limited actions that
can be taken on the Group's climate related risks.
The annual quantity of greenhouse gas (GHG) emissions
for the period 1 April 2025 to 31 March 2026 in tonnes of
carbon dioxide equivalents (tCO2e) for the Group is shown
in the table below, no changes have been made to the
calculation of emissions from the previous year:
GHG emissions
2026
tCOe¹
2025
tCOe¹
Emission source:
Scope 1 – Combustion of fuel 19 45
Scope 2 – Electricity and heat
purchased for own use
18
25
Tot a l 37 70
Scope 3 – Including business
travel and commuting
46
68
Gross Total 83
138
Offset
(6)
–
Net Total 77 138
tCO₂e per £1m revenue
3.1
6.4
FTE (per average employees
during the year)
180 155
Intensity ratio (tCO₂e per FTE)
0.4 0.9
The calculation of tCOe for each source has been prepared
in accordance with DEFRA guidelines for GHG reporting.
The tCOe per £1m of revenue has reduced significantly to
3.1 (2025: 6.4) which was due to management actions and
consultant travel patterns within one client assignment.
Heating of leased properties has reduced following a review
of usage patterns, the material reduction of site visits as
a contract comes to a successful close and the offset of
emissions from the afforestation from the ‘Triad Trees’ project.
The intensity ratio has decreased to 0.4 (2025: 0.9) due to a
material increase in FTE with relatively lower emissions. Both
KPIs are still relatively low and as the Company continues to
grow in size, with no further outlay in scope emissions, it is
expected these ratios will continue to reduce.
The annual energy consumed as a result of the purchase of
electricity and heat for the period 1 April 2025 to 31 March
2026 in kWh is shown in the table below:
2026
2025
Electricity consumed (kWh)
101,139
123,277
Gas consumed (kWh)
103,849 244,167
Total energy consumed (kWh)
204,988
367,444
kWh per £1m revenue
8,271 17,153
FTE (per average employees
during the year)
180
155
Intensity ratio (kWh per FTE)
1,139
2,371
The emissions are generated solely by activities in the UK.
Emissions generated by electricity consumption is 21%
(2025: 18%).
The Group has not been subject to any environmental fines
during the year ended 31 March 2026 (2025: nil).
Social, community and human rights issues
Triad takes its responsibilities to the community and society
as a whole very seriously. With people at the core of our
values, during 2020 Triad was proud to have achieved its
first Disability Confident badge – Disability Confident Level
1 (“Committed”). To show our continued commitment in this
area, during 2023 we achieved Disability Confident Level 2
(“Employer”) and in 2025 moved to the highest level (level
3 – “Leader”).
We are using this to guide our practices, particularly with
regards to equality of opportunity for disabled staff and
through our recruitment process. An example of this is the
introduction of a Disability & Accessibility Network, which
has been set up to support Triad employees including
those with physical and mental impairments. The Group
also actively engages with its supply chain partners and
tech industry bodies to advocate the principles of Disability
Confident employers.
Triad Group is committed to supporting the mental health
and wellbeing of its staff. All staff have access to our
Employee Assistance Programme, which provides access to
confidential advice and emotional support 24 hours a day,
365 days a year, via online resources and telephone helpline.
In line with a client specific social value commitment, we
launched a wellness survey in December 2024 for one
of our delivery teams and contributed to the design of a
combined Diversity, Disability & Wellbeing survey. During
the year ended 31 March 2025, the Group also supported
another client social value commitment with the planting of
600 sapling ‘Triad Trees’ in the Lake District, contributing
to future net zero efforts and this project will be extended
in the next year. Each year, a group of Triad employees also
Triad’s social value commitment of ‘Triad Trees’
– our 600 sapling trees have established good growth this year.
Triad Group Plc | Annual Report and Accounts 2026 | 15
charity, promoted and supported by Triad. During the year,
the Group continue 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 (2025: nil).
spend a day maintaining an important stretch of canal in
Bedfordshire, supporting local wildlife and improving the
local environment.
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
16 | Triad Group Plc | Annual Report and Accounts 2026
Strategic report
Financial review
Group performance
Group revenue in the year increased to £24.8m (2025:
£21.4m), a considerable increase of 16% and this was
generated from both existing contracts and new business
wins. The conversion to gross profit was presented with a
small number of expected hurdles via cost of sales; increased
employment costs via the increases to employer’s national
insurance contributions, and salary inflation in a highly
competitive market for talent in the UK. Gross profit did
increase by a material amount of 10% to £6.7m (2025: £6.1m),
with gross profit as a percentage of revenue, impacted by the
cost of sales changes, to 27.1% (2025: 28.6%).
The Group reports a profit from operations before taxation
of £1.9m (2025: £1.5m). This improvement of 27% was due
to the increase in gross profit of £0.6m offset with an almost
static administrative expenses cost base increase of £0.1m,
and the net reduction of other income and impairment costs
derived in 2025 from the early settlement of a lease liability
in advance by a former tenant of £0.1m.
The Group reports a profit after tax of £1.7m (2025: £1.7m).
The total tax charge of £208k (2025: credit £214k) includes
the reversal of a previously recognised deferred tax asset
of £0.6m relating to restricted stock units (RSUs) (2025:
recognition £0.6m).
The balance sheet remains strong with no external debt,
with the exception of the lease liabilities arising due to the
application of IFRS16, and the Group enjoys reserves of cash
at £4.2m (2025: £3.4m) and no bad debts (2025: nil).
Administrative expenses
Administrative expenses are stable and provide a good
platform for profitable growth. The total costs during the year
were £4.8m (2025: £4.7m) and the increase of £0.1m was due
to a net increase in personnel costs of £0.4m offset with the
reduction in share-based payment expenses of £0.3m.
Staff costs
Total staff costs have increased to £16.6m (2025: £14.0m)
(note 8) which is mainly due to the increase in the average
fee earning consultant number to 157 (2025:131) and salary
inflation. The increased tax burden due to the employer’s
national insurance contributions rate increases of £0.3m
were offset by the reductions in share-based payments of
the same amount. As the administrative base remains flat,
the continued growth in consultant numbers improves the
ratio of fee earners to administration staff to 31:1 (2025: 27:1).
In line with strategy, new permanent consultants are hired
in step with new contract wins to match skills with client
requirements and also to reduce benched consultant time
and costs. The number of fee earning consultants increased
to 170 (2025: 147) at the close of the year.
Cash
Cash and cash equivalents as at 31 March 2026 increased to
£4.2m (2025: £3.4m). The increase in profitability combined
with robust invoicing and credit control processes resulted in
a net inflow from operating activities of £2.3m (2025: inflow
£2.2m). The net cash outflow from financing activities was
£1.4m (2025: £1.2m), which included dividends paid of £1.2m
(2025: £1.0m). The net cash outflow from investing activities
was £0.1m (2025: inflow £0.3m) and relates to the purchase
of IT equipment for new hires only and is consistent with prior
year outflow. The net inflow of £0.3m in the year ended 31
March 2025 was due to cash received from a tenant and the
subsequent derecognition of a finance lease receivable of
£0.4m. The Group has in the past held invoicing facilities, but
due to the business model and continuously improving cash
flow forecasts, the Directors do not believe a replacement
facility is required in the foreseeable future. No external funding
or overdraft facilities were utilised in the period (2025: nil).
Non-current assets
Non-current assets excluding taxation decreased by £0.1m
(2025: £0.4m) which was due to the amortisation of the right
of use asset.
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 decreased to £0.4m (2025:
£1.0m) in the year. This decrease was mainly due to the issue
of shares from the 2025 RSU vesting during the year and
a deduction from taxable profits was made. The Directors
expect that tax losses brought forward will be utilised
against future taxable income (see note 9).
Net assets
The net asset position of the Group at 31 March 2026 was
£4.9m (2025: £4.8m). Further movements during the year are
detailed on page 46.
Share options and restricted stock units
A total of 9,000 options were exercised by staff during the
year and refer to note 20 for details (2025: 40,607). No further
options were granted in the year (2025: nil).
On 28 March 2025, all 750,000 restricted stock units (RSUs)
vested to the Executive Directors and certain employees (see
note 21). The allocation of these shares was dependent upon
the issue of the share certificates and as at 31 March 2025
the shares had not yet been issued. In that year, within other
debtors there was an amount of £377k (see note 16) and a
corresponding creditor due to HMRC of £377k, with respect
to the estimated employer’s national insurance contributions
payable, as per the conditions of the scheme. During the year
ended 31 March 2026, the shares were issued with a lower
tax liability of £256k which was due to the lower share price
than provided for in 2025. All liabilities were paid to HMRC
and the same amount was received by the Company from the
recipients of the shares. At the balance sheet date there were
no amounts outstanding relating to RSUs.
No further restricted stock options (RSUs) were granted to
either Directors or staff during the year (2025: nil).
No share-based payment expense has been recognised in the
year (2025: £262k).
Dividends
With the expectation of future profitability and improving cash
flows, the Board are proposing a final dividend of 6p per share
(2025: 4p per share), which together with the interim dividend
already paid of 3p per share (2025: 2p per share), totals 9p per
share for the financial year (2025: 6p per share). See note 10.
By order of the Board
James McDonald
Finance Director
19 June 2026
Strategic report
Triad Group Plc | Annual Report and Accounts 2026 | 17
18 | Triad Group Plc | Annual Report and Accounts 2026
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 2026. The Board confirms that these, taken as a whole,
are fair, balanced and understandable, and that they provide the
information necessary for shareholders to assess the Group’s
and Company’s position and performance, business model
and strategy, and that the narrative sections of the report are
consistent with the financial statements and accurately reflect
the Group’s performance and financial position.
The Strategic report provides information relating to the Group’s
activities, its business and strategy and the principal risks and
uncertainties faced by the business, including analysis using
financial and other KPIs where necessary. These sections,
together with the Directors’ remuneration and Corporate
Governance reports, provide an overview of the Group, including
the employment, training, career development, treatment of
disabled persons and environmental matters, and give an
indication of future developments in the Group’s business, so
providing a balanced assessment of the Group’s position and
prospects, in accordance with the latest narrative reporting
requirements. The Group’s subsidiary undertakings are disclosed
in the note 15 to the financial statements.
Corporate Governance disclosures required within the Directors’
report, including details of Directors holding office, have been
included within our Corporate Governance report beginning on
page 22 and form part of this report. Disclosures with respect to
political donations and streamlined energy and carbon reporting
(SECR) also required within the Directors’ report have also been
included in the Strategic report beginning on page 2.
Share capital and substantial
shareholdings
Share capital
As at 31 March 2026, the Company’s issued share capital
comprised a single class of shares referred to as ordinary
shares. Details of the ordinary share capital can be found in
note 20 to these financial statements.
Voting rights
The Group’s articles provide that on a show of hands at a
general meeting of the Company every member who (being
an individual) is present in person and entitled to vote shall
have one vote and on a poll, every member who is present
in person or by proxy shall have one vote for every share
held. The notice of the Annual General Meeting specifies
deadlines for exercising voting rights and appointing a
proxy or proxies to vote in relation to resolutions to be
passed at the Annual General Meeting.
Transfer of shares
There are no restrictions on the transfer of ordinary shares
in the Company other than as contained in the Articles:
•
The Board may, in its absolute discretion, and without
giving any reason for its decision, refuse to register any
transfer of a share which is not fully paid up (but not
so as to prevent dealing in listed shares from taking
place) and on which the Company has a lien. The
Board may also refuse to register any transfer unless it
is in respect of only one class of shares, in favour of no
more than four transferees, lodged at the Registered
office, or such other place as the Board may decide,
for registration, accompanied by a certificate for the
shares to be transferred (except where the shares are
registered in the name of a market nominee and no
certificate has been issued for them) and such other
evidence as the Board may reasonably require to
prove the title of the intending transferor or his right to
transfer the shares.
Certain restrictions may from time to time be imposed by
laws and regulations, for example:
•
Insider trading laws; and
•
Whereby certain employees of the Group require the
approval of the Company to deal in the Company’s
ordinary shares.
Appointment and replacement of Directors
The Board may appoint Directors. Any Directors so appointed
shall retire from office at the next Annual General Meeting of
the Company but shall then be eligible for re-appointment.
The current Articles require that at the Annual General
Meeting one third of the Directors shall retire from office but
shall be eligible for re-appointment. The Directors to retire
by rotation at each Annual General Meeting shall include any
Director who wishes to retire and not offer themselves for re-
election and otherwise shall be the Directors who, at the date
of the meeting, have been longest in office since their last
appointment or re-appointment.
A Director may be removed from office by the service of a
notice to that effect signed by at least three quarters of all the
other Directors.
Amendment of the Company’s Articles of Association
The Company’s Articles may only be amended by a special
resolution passed at a general meeting of shareholders.
Substantial shareholdings
The Board consider that a shareholder who holds more than
20% of the Company’s issued share capital is a significant
shareholder. As at 31 March 2025, M Makar was a significant
shareholder with a holding of 3,476,452 and 20.85% of the
issued share capital. During the year, a total of 759,000 new
Triad Group Plc | Annual Report and Accounts 2026 | 19
ordinary shares were issued and M Makar’s holding reduced
to 19.95% of the issued share capital and as at 31 March
2026 remains the Company’s largest shareholder.
As at 31 March 2026, since the date of the last annual
report in June 2025, the Company had received the
following notifications relating to interests in the Company’s
issued share capital, as required under the Disclosure and
Transparency Rules (DTR 5) when a notifiable threshold
is crossed.
Percentage of issued share capital
C Rigg 8.91%
Shareholdings that have fallen below the minimum 3%
required under DTR5 are not disclosed.
As at 19 June 2026, no further notifications have been
received since the year end.
Dividends
There was a 3p per share interim dividend paid during the
year (2025: 2p per share). For the year ended 31 March
2026 the Directors propose a final dividend of 6p per share
(2025: 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
There has been a significant acceleration in both capability
and adoption across the artificial intelligence landscape over
the past 12 months. The Company has capitalised on this
momentum through a targeted deployment of Microsoft 365
Copilot to selected colleagues, with usage now embedded
into day-to-day operations and demonstrable productivity
benefits being realised. In parallel, a number of AI-driven
agents have been developed to support internal processes,
alongside the adoption of pre-defined AI “skills” to improve
efficiency and consistency.
The Company’s development teams have also explored the
use of AI assisted coding tools, supporting legacy system
analysis and problem resolution. This research has also
resulted in several proof-of-concept solutions, including a
timesheet management system, a charity grant discovery
tool, a consultant resource allocation capability and a
collaborative digital whiteboard.
Directors’ report
During the year, the Company’s Chief Technology Officer
was accepted onto a panel of AI experts and attended an
international AI forum in Lithuania. This provided valuable
exposure to emerging regulatory, ethical and applied AI
developments, which are actively informing the Company’s
ongoing AI strategy and future investment decisions.
Directors’ interests in contracts
Directors’ interests in contracts are shown in note 22 to
the accounts.
Directors’ insurance and indemnities
The Company maintains Directors’ and Officers’ liability
insurance which gives appropriate cover for any legal action
brought against its Directors and Officers. The Directors also
have the benefit of the indemnity provisions contained in the
Company’s Articles of Association. These provisions, which
are qualifying third-party indemnity provisions as defined
by Section 236 of the Companies Act 2006, were in force
throughout the year and are currently in force.
Disclosure of information to auditor
All of the current Directors have taken all the steps that
they ought to have taken to make themselves aware of
any information needed by the Company’s auditor for the
purposes of their audit and to establish that the auditor is
aware of that information. The Directors are not aware of any
relevant audit information of which the auditor is unaware.
Forward-looking statements
The Strategic report contains forward-looking statements.
Due to the inherent uncertainties, including both economic
and business risk factors, underlying such forward-looking
information, the actual results of operations, financial
position and liquidity may differ materially from those
expressed or implied by these forward-looking statements.
Going concern
The Group’s business activities (including the Parent Company),
together with the factors likely to affect its future development,
performance and position, are set out in the Strategic report.
The financial position of the Group, its cash flows, liquidity
position and available working capital are described in the
Strategic report. In addition, note 3 to the financial statements
includes the Group’s objectives, policies and processes for
managing its capital, its financial risk management objectives,
details of its financial instruments and its exposure to credit
risk and liquidity risk. The Group meets its day to day working
capital requirements through cash reserves.
20 | Triad Group Plc | Annual Report and Accounts 2026
The Group operates an efficient low-cost operating model.
The client base generally consists of large blue-chip entities,
particularly within the public sector, enjoying long-term and
productive client relationships. As such, debtor recovery has
been reliable and predictable with no exposure to bad debts.
For the year ended 31 March 2026, the Group has not utilised,
nor anticipates prospectively utilising, any external debt or
financing instruments.
The going concern assessment considered a number of
realistic scenarios covering the period ending 30 September
2027, including the ability of future client acquisition, and the
impact of the reduction in services of key clients upon future
cash flows. In addition, the most severe scenario possible
modelled, assumed all current client contracts discontinued
at expiry with no extension or replacement and with no cost
mitigation. Even in this most extreme scenario, the Group
has enough liquidity and long-term contracts to support the
business through the going concern period. The Directors have
concluded from these assessments that the Group would have
sufficient headroom in cash balances to continue in operation.
After making enquiries, including a review of the wider economy
including inflationary pressures, the impact of Governmental
instability, geopolitical events and global tariffs impacting the
wider economy, the Directors have a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the foreseeable future and at least
twelve months from the date of approval of the financial
statements. Accordingly, they continue to adopt the going
concern basis in preparing the annual report and accounts.
Auditor
During the year, under Section 519 of the UK Companies
Act 2006, the Group’s previous auditors BDO LLP ceased
to hold office as auditors of the Group due to expiration of
the term of office as their 20 years’ maximum tenure had
been reached.
At the Annual General Meeting held on 29 July 2025, the
Group proposed a resolution to appoint HaysMac LLP as
auditors of the Company for the year ending 31 March 2026.
This was accepted by the shareholders and the resolution
was passed.
A positive statement was registered by BDO with
Companies House under Section 519 of the UK Companies
Act 2006 confirming that there were no matters that
needed to be brought to the attention of members or
creditors of the Company.
The Board of Directors are of the opinion that HaysMac are
a suitable fit for the business.
Environment and greenhouse
gas reporting
Carbon dioxide emissions data is contained in the Corporate
social responsibility section of the Strategic report.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual
report and the financial statements in accordance with UK
adopted international accounting standards in conformity
with the requirements of the Companies Act 2006 and
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the Group financial
statements and have elected to prepare the Parent
Company financial statements in accordance with UK
adopted international accounting standards. Under
company law the Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and Parent
Company and of the profit or loss for the Group and Parent
Company for that period.
In preparing these financial statements, the Directors are
required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether they have been prepared in accordance
with UK adopted international accounting standards,
subject to any material departures disclosed and
explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Parent Company will continue in business;
•
prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
Directors’ report
Directors’ report
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the
annual report and accounts, taken as a whole, are fair,
balanced, and understandable and provides the information
necessary for shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the annual report
and the financial statements are made available on a website.
Financial statements are published on the Company’s
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's
website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Post balance sheet events and future developments
There are no post balance sheet events.
Details of the Group’s business activities and the factors
likely to affect its future development, performance and
position are set out in the Strategic Report on pages 2 to 17.
Other
There are no branches opened or employees working
outside of the United Kingdom subsequent to the year end.
There have been no purchases of own shares subsequent
to the year end.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
•
The financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Group and Parent Company.
•
The annual report includes a fair review of the
development and performance of the business and the
financial position of the Group and Parent Company,
together with a description of the principal risks and
uncertainties that they face.
By order of the Board
James McDonald
Company Secretary
19 June 2026
Triad Group Plc | Annual Report and Accounts 2026 | 21
Triad Volunteering days
22 | Triad Group Plc | Annual Report and Accounts 2026
The Board has considered the principles and provisions of the
UK Corporate Governance Code 2024 (“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
Adrian Leer, Managing Director
James McDonald, Finance Director
Tim Eckes, Client Services Director
Independent non-Executive Directors
Chris Duckworth, senior independent non-Executive Director
(left the Board 28 February 2026)
Alison Lander
Steve Sanderson, senior independent non-Executive Director
(appointed 2 March 2026)
Current directorships are as follows:
Dr John Rigg is Chairman. He is a Chartered Accountant. He
was a founder of Marcol Group Plc and was its Managing
Director from 1983 until 1988. Marcol was floated on the
Unlisted Securities Market in 1987. He was Chairman of Vega
Group plc from 1989 until 1996, holding the post of Chief
Executive for much of this period. Vega floated on the main
market in 1992. He was a founder shareholder of Triad and
served as the Chairman of the Company from 1988 up to
just before its flotation in 1996, when he resigned to develop
new business interests overseas. He was appointed as non-
Executive Chairman in June 1999: in May 2004 he became
part-time Executive Chairman.
Adrian Leer is Managing Director. He was appointed to the
Board on 3 March 2015. He initially joined Triad in 2009 in
a consultative capacity, providing advice to the business
regarding its fledgling geospatial product, Zubed, and
helping to secure significant wins with major clients. In 2010,
he became General Manager of Zubed Geospatial. Adrian
became Commercial Director of Triad Consulting & Solutions
in 2012.
Tim Eckes is Client Services Director. He was appointed
to the Board on 1 January 2020. Tim Eckes joined Triad in
1991 as a graduate software engineer before moving into
a number of technical and commercial roles. He has multi-
sector experience, having been involved in engagements
across finance, telecoms, travel and central government. In 5
years preceding his appointment to the Board, as Managing
Consultant he played a significant role in growing the business,
through the development of long lasting and profitable
relationships with key clients.
Charlotte Rigg is Deputy Executive Chairman and was
appointed to this position on 1 June 2023. She was appointed
to the Board as non-Executive Director on 1 January 2020. On
1 November 2024 Charlotte was appointed to the position of
Chairman of the Audit Committee. Charlotte Rigg’s experience
is both extensive and diverse. Over the last 25 years she
has built an internationally recognised stud farm and runs a
sizeable upland grazing farm in Cumbria where the stud is
based. In addition, Charlotte runs a successful and expanding
investment property portfolio which has been established for
over 20 years.
James McDonald is Finance Director and was appointed to the
Board on 16 June 2020. He joined the Company in February
2020 and, in March 2020, assumed the position of Company
Secretary and acting Finance Director. He is a Chartered
Certified Accountant and has previously held a senior finance
position at Foxtons Group plc, prior to which he was Group
Finance Director and Company Secretary at Brook Street
Bureau Plc. He qualified with EY in London.
Corporate governance report
Triad Group Plc | Annual Report and Accounts 2026 | 23
Alison Lander is a non-Executive Director and was appointed
to this position on 1 June 2023 and appointed Chairman of
the Remuneration Committee of 1 November 2024. She is a
science graduate with many years’ experience of working with
blue-chip organisations within the IT sector, including Vickers
Shipbuilding, Fokker Space and Triad Group Plc. She has also
had a continuous relationship with the Group, assisting the
Chairman and Board for over 20 years.
Steve Sanderson is a non-Executive Director. He was
appointed non-Executive Director in March 2026. Steve is a
Chartered Accountant and returns to the Board as a former
non-Executive Director of the Company for many years. Steve
has extensive experience at executive director level in the IT
services and telecommunications sectors and a background
that includes public flotations, plc directorship, fund raising,
acquisition and disposal activities. In recent years he served
as Finance Director of e2E, a UK space systems and satellite
consultancy company acquired by Telespazio UK Ltd in
November 2023.
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 and 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.
Steve Sanderson is the nominated senior independent
non-Executive Director. Charlotte Rigg is Deputy Executive
Chairman and Alison Lander is a non-Executive Director. All
have long-standing experience as company directors and
are free from any business or other relationship that could
materially interfere with the exercise of their independent
judgement. The Board benefits from their experience and
independence, when they bring their judgement to Board
decisions. The Board considers that all continue to remain
independent for the reasons stated above.
The Group has a procedure for Directors to take independent
professional advice in connection with the affairs of the Group
and the discharge of their duties as Directors.
The Board has an Audit Committee, comprised of the
Executive Chairman John Rigg, Deputy Executive Chairman
Charlotte Rigg and the independent non-Executive Directors,
Alison Lander and Steve Sanderson. The Committee is
chaired by Steve Sanderson.
The Board has a Remuneration Committee, comprised of the
Executive Chairman John Rigg, Deputy Executive Chairman
Charlotte Rigg and the independent non-Executive Director
Alison Lander. No third-party advisors have a position on
the committee or have provided services to the Committee
during the year. The Committee is chaired by Alison Lander.
Corporate governance report
24 | Triad Group Plc | Annual Report and Accounts 2026
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 2026 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 14 2 1
Number of meetings attended
Executive Directors:
John Rigg (Chairman) 12 2 1
Charlotte Rigg (Deputy
Executive Chairman)
13 2 –
Adrian Leer 14 – –
Tim Eckes 13 – –
James McDonald 14 – –
Non-Executive Directors:
Chris Duckworth (left the
Board 28 February 2026)
7 1 1
Alison Lander 13 2 1
Steve Sanderson
(appointed 2 March 2026)
1 – –
Audit Committee
The members of the Audit Committee are shown above.
The Board believe that during the year, 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 (left the Board 28 February
2026), Charlotte Rigg with many years of business and sector
experience and Alison Lander, who has a qualification in ESG,
originally 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. In
February 2026 Chris Duckworth resigned from the Company.
Steve Sanderson, a Chartered Accountant with many years of
relevant experience in listed companies including previously
holding the position of non-Executive Director with Triad
Group, was appointed to the Board and the Audit Committee
in March and became Chairman of the Committee on 31
March 2026. The Board believe that Steve’s appointment has
significantly strengthened the Committee.
The Audit Committee is responsible for reviewing the
Group’s annual and interim financial statements and other
announcements, the effectiveness of the external audit
and to ensure the financial reports are fair, balanced and
understandable. 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, their independence 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, and where there is not
one, considering annually whether there is a need and
making a recommendation to the Board.
Consideration of significant issues in relation to the
financial statements
The Audit Committee has 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 principal in a transaction.
IFRS 16 ‘Leases’: The Committee has considered
the accounting treatment with respect to the critical
accounting estimates.
Dilapidations provisions: The Committee has considered
the accounting treatment with respect to the critical
accounting estimates.
Going concern: The Committee has reviewed budgets and
cash flow projections, taking into account working capital
facilities available to the Group, to ensure the going concern
basis of preparation of the results remains appropriate.
Deferred tax: The Committee has reviewed budgets
and taxable profits expectations and the likelihood that
deductions from taxable profits and tax losses brought
forward will be utilised against these profits.
Restricted Stock Units (RSUs): The Committee has
considered all matters with respect to the vesting of the
2022 RSU awards and subsequent issue of new ordinary
share capital, the tax liabilities and related assets.
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
Triad Group Plc | Annual Report and Accounts 2026 | 25
execution of the audit, communication by the auditor with
the Committee, how the audit adds value and a review of
auditor independence and objectivity. Feedback is provided
to the external auditor and management by the Committee,
with any actions reviewed by the Committee.
Auditor independence and objectivity
The Committee has procedures in place to ensure that
independence and objectivity is not impaired. These include
restrictions on the types of services which the external
auditor can provide, in line with the FRC Ethical Standards
on Auditing. The external auditor has safeguards in place
to ensure that objectivity and independence is maintained
and the Committee regularly reviews independence taking
into consideration relevant UK professional and regulatory
requirements. The external auditor is required to rotate the
audit partner responsible for the Group audit every five years.
Non-audit fees
During the year the Group did not engage its auditor for
any non-audit work.
The Committee is responsible for reviewing any non-audit
work to ensure it is permissible under UK audit regulations
and that fees charged are justified, thus ensuring auditor
independence is preserved.
Appointment of external auditor
Mandatory rotation of the auditor BDO LLP was required for
the year ending 31 March 2026. HaysMac LLP was appointed
external auditor in 2025 following a tendering process and
approval by the shareholders at the AGM held in July 2025.
HaysMac 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.
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, ISO 27001:2022 and ISO 14001:2015.
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 (see principal risks and
uncertainties, page 6) 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 normally via
Board meetings 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 weekly, 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.
UK Corporate Governance Code Provision 29
The enhanced material controls monitoring and assessment
requirements under provision 29 of the 2024 UK Corporate
Governance Code apply to the Company for the year ended
31 March 2027. During 2026, the Committee commenced
preparation for the process by which material controls will
be identified and their effectiveness assessed. Management
will conclude on a proposed process and timetables for
a practical and hands-on review of processes by the
Committee and to be reported to the Board.
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.
Corporate governance report
26 | Triad Group Plc | Annual Report and Accounts 2026
Corporate governance report
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 27.
Whistleblowing
The Board operates means for the workforce to raise concerns
in confidence and these arrangements are routinely reviewed.
Staff may contact the senior independent non-Executive
Director, in confidence via the whistleblowing helpline, 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
19 June 2026
Triad Group Plc | Annual Report and Accounts 2026 | 27
Directors’ remuneration report
On the following pages we set out the remuneration report for the year ended 31 March 2026. The members of the
Remuneration Committee are shown in the Corporate Governance report on page 22.
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 2025 Annual General Meeting of the Company and was approved via a poll by 57% of
shareholders with 1,300 votes withheld. See page 18 of the Directors’ report for further details of voting rights.
The Committee welcomed the approval of the shareholders, which represented 28% 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 2025 Annual General
Meeting. The Policy agreed by the shareholders is as follows:
28 | Triad Group Plc | Annual Report and Accounts 2026
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.
Triad Group Plc | Annual Report and Accounts 2026 | 29
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 Remuneration Committee have the sole discretion to interpret the policy above and to award shares in line with the policy.
The Company currently operates 2 schemes (see note 21):
•
Shares under the Share Option Scheme – EMI Share Option Scheme
•
Employee Share Incentive Plan – Restricted Stock Units (RSUs)
There are no contractual entitlements for any Director to receive an award annually or otherwise. Restricted stock units (RSUs)
were awarded to the Executive Directors under the Plan in 2022 (see page 34).
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
under normal circumstances, 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.
Directors’ remuneration report
30 | Triad Group Plc | Annual Report and Accounts 2026
The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their
own remuneration.
Malus and Clawback provisions
The Plan contains malus and clawback provisions which may trigger in exceptional circumstances and which include:
•
material misstatement of company accounts;
•
fraud, gross misconduct or misbehaviour;
•
materially mistaken, misrepresented or incorrect information has been used to assess the value of an award;
•
an error in assessing or setting performance conditions;
•
material reputational damage or
•
a downturn in financial performance or corporate failure for which the relevant individual is responsible or has
significantly contributed to.
Malus may apply until settlement, and clawback may apply after vesting for up to 2 years, and these provisions allow the
Remuneration Committee to recover value delivered in connection with awards and amend or reduce awards in the above
circumstances (potentially to nil).
During the year, the Remuneration Committee considered whether any circumstances arose that would warrant the
application of malus or clawback and concluded that none were identified.
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.
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2026 | 31
If applicable, relocation allowances may be made in line with the policy.
The Company may offer to buy out incentives which have been forfeited from a previous employer. Where such awards are made, they
will seek to match the value and time horizons of foregone awards and will reflect any performance conditions attached.
The Company will not make any sign-on bonuses or “golden hello” payments when appointing Executive Directors
Directors’ service contracts and policy
The details of the Directors’ contracts are summarised as follows:
Date of contract Notice period
J C Rigg 01/07/1999 1 month
A Leer 03/03/2015 6 months
C J Duckworth (left the board 28 February 2026) 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
S Sanderson (appointed 2 March 2026) 01/03/2026 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.
Directors’ remuneration report
32 | Triad Group Plc | Annual Report and Accounts 2026
Consideration of employment conditions elsewhere in the Group
In setting the Executive Directors’ remuneration, the Committee takes into account the pay and employment conditions
applicable across the Group in the reported period. No consultation has been held with employees in respect of Executive
Directors’ remuneration.
Consideration of shareholders’ views
The Remuneration Committee considers the views of institutional investors and published guidelines of its shareholders
when making remuneration decisions. Furthermore, the Remuneration Committee is open to conversations with
shareholders on the design of the policy and any remuneration decisions made concerning Executive Directors.
Annual report on remuneration (audited)
Directors' remuneration – single total figure of remuneration
The remuneration of each of the Directors for the period they served as a Director are set out below. Salary sacrifice
amounts, deducted from gross salaries, are shown in pensions which also includes the Company contribution:
2026
Director
Basic salary
and fees
Benefits in
kind
Pension
Total Fixed
Pay
One-time
Discretionary
payment
Total
Variable Pay
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive
J C Rigg 75 – – 75 – – 75
C Rigg 60 – – 60 – – 60
A Leer ¹ 236 9 43 288 – – 288
T J Eckes ² 173 3 50 226 – – 226
J McDonald ³ 198 – 21 219 – – 219
Non-Executive
C J Duckworth (left the board
28 February 2026)
50 – – 50 – – 50
A Lander 50 – – 50 – – 50
S Sanderson (appointed
2 March 2026)
4 – – 4 – – 4
Total 846 12 114 972 – – 972
¹ Adrian Leer’s basic salary was increased from £253,000 to £263,120 with effect from 1 May 2025
² Tim Eckes’ basic salary was increased from £190,000 to £197,600 with effect from 1 May 2025
³ James McDonald’s basic salary was increased from £190,000 to £197,600 with effect from 1 May 2025
Steve Sanderson’s basic salary was £50,000 per annum effective from 2 March 2026
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2026 | 33
2025
Director
Basic salary
and fees
Benefits in
kind
Pension
Total Fixed
Pay
One-time
Discretionary
payment
Total
Variable Pay
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive
J C Rigg 75 – – 75 – – 75
C Rigg 60 – – 60 – – 60
A Leer ¹ 225 8 41 274 – – 274
T J Eckes ² 176 3 35 214 – – 214
J McDonald ³ 189 – 20 209 – – 209
Non-Executive
C J Duckworth 50 – – 50 – – 50
A Lander 50 – – 50 – – 50
C Gardner (appointed 1 July 2024,
left 19 September 2024)
17 – – 17 – – 17
Total 842 11 96 949 – – 949
¹ Adrian Leer’s basic salary was increased from £220,000 to £253,000 with effect from 1 May 2024
² Tim Eckes’ basic salary was increased from £165,000 to £190,000 with effect from 1 May 2024
³ James McDonald’s basic salary was increased from £165,000 to £190,000 with effect from 1 May 2024
Other Remuneration
No performance measures or targets were in place for either the year ended 31 March 2026 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’ remuneration report
34 | Triad Group Plc | Annual Report and Accounts 2026
Directors’ remuneration report
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 2025 31 March 2026
J C Rigg 2,989,400 2,989,400
C J Duckworth (left the Board 28 February
2026)
22,026 –
A Leer 305,379 332,185
T J Eckes 120,374 147,180
C M Rigg 1,543,477 1,558,306
J McDonald 27,600 54,406
A J Lander 177,248 183,970
S Sanderson (appointed 2 March 2026) – 10,523
Total 5,185,504 5,275,970
Directors’ restricted stock units (RSUs)
On 30 March 2022 the Committee awarded the Executive Directors the following restricted stock units (RSUs) under the Triad
Employee Share Incentive Plan:
Director Date award made Number
Performance
condition
Vesting date
Adrian Leer 30 March 2022 60,000 135.0p 30 March 2025
Tim Eckes 30 March 2022 60,000 135.0p 30 March 2025
James McDonald 30 March 2022 60,000 135.0p 30 March 2025
The Awards would vest if the Board determined that the Market Value of a Share on the third anniversary of the Award Date is
equal to or greater than the Market Value of a Share on the Award Date. The market value at the Award Date is 135p. On 28 March
2025, the closest working day to the vesting date, the market value of the shares was 335p and therefore the awards vested.
During the year a total of 60,000 shares were issued and allocated to Adrian Leer, Tim Eckes and James McDonald. These
shares were the result of the vesting of 60,000 restricted stock units (RSUs) in March 2025 and each Director received a net
number of 26,806 shares, following a transaction to settle all relevant tax liabilities.
During the year ending 31 March 2026 no RSUs vested for each of Adrian Leer, Tim Eckes and James McDonald
(2025: 60,000 each). No RSUs were awarded to any Director during the year (2025: nil).
The total share-based payment expense recognised in the year in respect of Directors’ RSU share options is nil
(2025: £63,216).
Malus, clawback and hold over periods are as per the Plan.
Further details relating to share awards can be found in note 21.
Triad Group Plc | Annual Report and Accounts 2026 | 35
Directors’ remuneration report
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.
200
400
600
800
1,000
1,200
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 Mar 25 Mar 26
TRD v FTSE Fledgling Index
Fledgling
Triad
Year
Index
Chief Executive remuneration
For the financial year ended 31 March 2026 the salary of the Executive Chairman was £75,000 (2025: £75,000). Employee
salaries increased, on average, by 3.6% in the year (2025: 5.1%).
The remuneration paid to the Executive Chairman for the financial years 2017 to 2026 were as follows:
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
£25,000 £60,000 £60,000 £60,000 £60,000 £60,000 £60,000 £73,750 £75,000 £75,000
The annual amounts paid above relate to salary only. The Executive Chairman did not receive any discretionary payments
during these periods.
Relative importance of spend on pay
The total dividends or other cash distributions to shareholders during the year was £1.2m (2025: £1.0m), see note 10. The
total employee remuneration (including Directors) during the year was £16.579m (2025: £13.947m).
36 | Triad Group Plc | Annual Report and Accounts 2026
Percentage change in Directors’ remuneration
The tables below show the change in Directors’ remuneration for those that held office during the year, compared to the
employees of the Company, where Directors and employees have been employed by Triad for the full relevant financial years
(2021: 41 employees, 2022: 43 employees, 2023: 57 employees, 2024: 87 employees, 2025: 95 employees, 2026: 105 employees).
Basic salary and fees 2021 2022 2023 2024 2025 2026
J C Rigg 0% 0% 0% 22.9% 1.7% 0%
A Leer 0% 3.6% 10.3% 9.2% 14.6% 4.8%
T J Eckes n/a 0.1% 10.3% 6.6% 16.0% 4.6%
J McDonald n/a 9.4% 10.6% 8.6% 13.9% 4.6%
C J Duckworth (left the Board 28 February 2026) 0% 0% 0% 39.3% 2.6% n/a
C Rigg n/a 0% 0% 63.1% 5.1% 0%
A J Lander n/a n/a n/a n/a n/a 0%
S Sanderson (appointed 2 March 2026) n/a n/a n/a n/a n/a n/a
Employees of the Company 3.7% 3.8% 6.5% 5.4% 5.1% 3.6%
Benefits in kind ¹ 2021 2022 2023 2024 2025 2026
J C Rigg n/a n/a n/a n/a n/a n/a
A Leer (1.7%) 19.9% ² 2.3% (7.5%) (56.1%) ³ 16.35%
T J Eckes n/a (23.4%) 4.6% 10.8% 9.7% 19.7%
J McDonald n/a n/a n/a n/a n/a n/a
C J Duckworth (left the board 28 February 2026) n/a n/a n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a n/a n/a
A Lander n/a n/a n/a n/a n/a n/a
S Sanderson (appointed 2 March 2026) n/a n/a n/a n/a n/a n/a
Employees of the Company (5.7%) (18.3%) (7.1%) 32.7% 8.1% 25.6%
¹ The negative values in this table represent a reduction in costs for the provision of identical benefits
² Represents the increase in provision of company car
³ Represents the decrease in the taxable benefits attributable to provision of a hybrid company car
Other (includes commission and bonus
payments)
2021 2022 2023 2024 2025 2026
J C Rigg n/a n/a n/a n/a n/a n/a
A Leer n/a 100% (100%) 100% (100%) 0%
T J Eckes n/a 100% (100%) 100% (100%) 0%
J McDonald n/a 100% (100%) 100% (100%) 0%
C J Duckworth (left the Board 28 February 2026) n/a n/a n/a n/a n/a n/a
C Rigg n/a n/a n/a n/a n/a n/a
A J Lander n/a n/a n/a n/a n/a n/a
S Sanderson (appointed 2 March 2026) n/a n/a n/a n/a n/a n/a
Employees of the Company (9.5%) (44.3%) ⁴ (88.2%) ⁴ 0.0% (44.0%) 28.6%
Represents cessation of a commission scheme for a small number of employees
The Group is exempt from disclosing data with respect to the CEO pay ratio due to employee numbers being less than 250.
Consideration of matters related to Directors’ remuneration
During the financial year, the Remuneration Committee met on one occasion to discuss Directors’ remuneration. No external
advice was sought in relation to matters discussed at this meeting.
Alison Lander
Chairman, Remuneration Committee
19 June 2026
Directors’ remuneration report
Triad Group Plc | Annual Report and Accounts 2026 | 37
Opinion
We have audited the financial statements of Triad Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 March 2026 which comprise the Group and Parent Company statements of comprehensive income, Group and
Parent Company statements of changes in equity, Group and Parent Company statements of financial position, Group and Parent
Company statements of cash flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International
Financial Reporting Standards (IFRSs).
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 2026 and of the Group’s profit for the year then ended;
•
the financial statements have been properly prepared in accordance with UK adopted IFRSs; and
•
the financial statements have been prepared in accordance with the requirements 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 are independent of the Group and 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. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
As the Group comprises a Parent holding Company and five dormant subsidiaries within the UK, the scope of our work was
the full scope audit of the Parent Company. The scope of the audit and our audit strategy was developed by using our audit
planning process to obtain and update our understanding of the Group, its activities, its internal control environment, current,
and where relevant to our audit, likely future developments in order to identify and assess the risks of material misstatement
of the Group financial statements. Our audit testing was informed by this understanding of the Group and accordingly was
designed to focus on areas where we assessed there to be significant risks of material misstatement.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in
all of our audits, we also addressed the risk of management override of controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our
audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group, the accounting processes and the industry in which it operates. Our audit consisted
principally of substantive tests of detail as this was deemed the most efficient and effective way of amassing sufficient
reliable audit evidence.
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’s ability to continue to adopt the going concern basis of accounting
included:
•
Discussing management’s assessment of the Group’s ability to remain a going concern;
•
Obtaining and reviewing management’s going concern assessment for a period to 30 September 2027 which included
the cash flow projections, including sensitivity analysis;
Independent auditor’s report to the members of Triad Group Plc
38 | Triad Group Plc | Annual Report and Accounts 2026
•
Performing stress tests including sensitivity analysis to model the effect of changing assumptions made or amending
key data used in management’s cash flow forecasts and considering the impact on the Group’s ability to adopt the going
concern basis;
•
Scrutinising and challenging the assumptions used in the model to assess for reasonableness and if they are in line with
our understanding of the affairs of the Group and audit knowledge; and
•
Reviewing the appropriateness of the disclosures on going concern in the financial statements.
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's and 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.
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.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) 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.
In determining the key audit matters we considered the:
•
Areas of higher risks of material misstatement or significant risks identified in accordance with ISA (UK) 315
•
Significant audit judgements on financial statement line items that involved significant management judgement such as
accounting estimates, and
•
The impact of significant events and transactions during the period covered by the audit.
The following table summarises the key audit matters we have identified and the rationale for their identification, together
with how we responded to each in our audit.
Independent auditor’s report to the members of Triad Group Plc
Triad Group Plc | Annual Report and Accounts 2026 | 39
Independent auditor’s report to the members of Triad Group Plc
How we addressed the key audit matter in the audit
Presumed risk: Fraud in revenue recognition
Under ISA 240 there is a presumed risk that revenue may
be misstated due to improper revenue recognition. We are
required to consider and respond to the risks of improper
revenue recognition. Revenue is subject to significant risk
due to the complexity and judgement involved in determining
when performance obligations are satisfied across multiple
revenue streams and contract types, increasing the likelihood
of material misstatement through inappropriate cut-off or
incomplete recording.
Risk assessment approach:
Fraud in revenue recognition is a rebuttable presumed
significant risk under ISA (UK) 240.
• Revenue is considered a key performance indicator by
management as they follow a strategy to grow the group’s
activities;
• The recognition of revenue is therefore a key focus for most
stakeholders;
• Revenue recognition under IFRS 15 can be complex and
subject to a heightened risk of fraud or error, particularly, as
for the Group, where there are different contract types with
different revenue recognition policies and procedures; and
• We therefore considered revenue recognition to be a
significant risk in our audit.
Revenue is complex due to multiple contract types: time-
and-materials, fixed-price, temporary & permanent worker
arrangements and licence revenue, each requiring different
recognition methods under IFRS 15.
This creates a significant risk around cut-off as revenue may
be recorded in the wrong period if timesheets, milestones
or contract deliverables are not assessed correctly, and
around completeness, where unrecorded work or inaccurate
inputs could lead to misstated revenue. Given the judgment
involved and reliance on accurate operational data, there is a
heightened risk of material misstatement.
We have undertaken the following procedures to verify the
appropriateness of revenue recognition:
• Obtained an understanding of the revenue and receivable
process, evaluating how revenue is earned across the different
contract types (time and materials, fixed-price) and assessing
the appropriateness of the revenue recognition policies adopted;
• Performed testing using a substantive approach, critically
evaluating the revenue recognition policy to confirm the
appropriateness of revenue recognition. For a sample of
transactions, this included substantive testing of revenue by
agreeing sample transactions to supporting documentation
such as signed contracts, statements of work, sales invoices,
timesheets, customer payments and workflow documentation
where relevant;
• Used data analytics to assess the flow of transactions, patterns
in revenue and any unusual trends were discussed with
management to confirm our understanding of the revenue &
receivables process. Further, data analytics was used to identify
any seemingly inappropriate journals with unusual account
pairings or manual ‘top-side’ journal postings to revenue outside
of the normal contract invoice process which were tested for
appropriateness and authorisation;
• We conducted cut-off testing either side of the year end by
selecting a sample of ongoing contracts before and after the
year end to ensure revenue is recognised in the correct period
to which it relates, in accordance with IFRS 15;
• For time and materials revenue, we performed project-wise
gross margin analysis to understand the margins across the
different contracts; and
• We reviewed post year-end credit notes to confirm
completeness and to ensure that no overstatement of revenue
occurred during the year that was subsequently reversed.
Key observations:
Our audit work on revenue did not identify any material issues.
Based on procedures performed, we conclude that revenue for the
year ended 31 March 2026 is fairly stated.
40 | Triad Group Plc | Annual Report and Accounts 2026
Independent auditor’s report to the members of Triad Group Plc
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality
as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions
of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements
as a whole.
Group Financial Statements Parent Company Financial Statements
Materiality
£240,000 (2025: £160,000) £240,000 (2025: £160,000)
Benchmark
This was determined as being 1 % of the
total draft revenue for the year
The Group consists of six companies,
five of which are dormant, with the Parent
Company being the only trading entity.
As such, 100% of Group materiality was
allocated to the Parent Company (2025:
100%).
Basis for, and judgements used in the
determination of materiality
Revenue has been used as the basis of setting overall materiality as this is the main
focus of the users of financial statements in assessing the financial performance of the
Group and Parent Company. Profitability is also a key measure, however, since revenue
is a 'steady' basis year on year, an 'activity-based’ measure is assessed to be a better
measure than an 'earnings-based’ measure.
The group derives its revenue and profitability from sales and as such we consider that
materiality should be based upon a revenue or profitability metric as shareholders are
interested in the yearly financial performance of the group rather than its accumulated
or net reserves.
Performance materiality – Performance materiality was set at 65% of overall materiality, being £156,000 (FY25: 75% of overall
materiality, being £120,000).
Reporting threshold – The reporting threshold to the audit committee was set as 5% of overall materiality, being £12,000
(FY25: 5% of overall materiality, being £8,000). If, in our opinion, differences below this level warranted reporting on qualitative
grounds, these would also be reported.
Differences in materiality levels from the previous audit – During the previous year’s audit, the overall materiality was set at
£160,000 being 0.75% of revenue for the year. In the current year, the increase in the materiality levels is on account of the
increase in revenue for the year and the benchmark for overall materiality being set at 1% of revenue for the year, compared to
0.75% used during the previous year.
Overall Materiality
Overall materiality | £240,000
Performance materiality | £156,000
Reporting threshold | £12,000
Total draft revenue
£24,000,000
Triad Group Plc | Annual Report and Accounts 2026 | 41
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether there is a material misstatement in the financial statements
or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group’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 and
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 as set out on pages 9 and 19; and
• The Directors’ statement on whether they have a reasonable expectation that the Group will be able
to continue in operation as set out on page 20.
Other code provisions
• Directors' statement on fair, balanced and understandable disclosures as set out on page 18;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on pages 6 and 7;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems set out on page 25; and
• The section describing the work of the Audit Committee set out on page 24.
Opinions on other matters prescribed by the Companies Act 2006
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;
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements;
•
the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006; and
•
the information presented in the Corporate Governance statement about internal controls and risk management
systems in relation to financial reporting processes is consistent with the financial statements. We have nothing to
report arising from our responsibility to report if a corporate governance statement has not been prepared by the Group.
Independent auditor’s report to the members of Triad Group Plc
42 | Triad Group Plc | Annual Report and Accounts 2026
Independent auditor’s report to the members of Triad Group Plc
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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.
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 Group, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the Company financial statements 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 directors’ responsibilities statement, 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 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 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.
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. However, the
primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with
laws and regulations related to compliance with Company Law, Listing Rules, Financial Conduct Authority Regulations
and Corporate Governance rules. We considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the
financial statements such as tax laws.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements and
determined that the principal risks were related to management override of controls (including management bias in accounting
estimates) and going concern basis of accounting. Audit procedures performed by the engagement team included:
Triad Group Plc | Annual Report and Accounts 2026 | 43
Independent auditor’s report to the members of Triad Group Plc
•
Discussions with management including consideration of known or suspected instances of non-compliance with laws
and regulation and fraud;
•
The evaluation of management’s controls designed to prevent and detect irregularities;
•
The identification and review of manual journals, in particular journal entries which shared key risk characteristics;
•
The review and challenge of assumptions, estimates and judgements made by management in their recognition of
accounting estimates; and
•
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we
will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
Auditor tenure
Following the recommendation of the Board of Directors, with effect from 27 August 2025, we were appointed by the
shareholders to audit financial statements for the year ended 31 March 2026 and subsequent financial periods. The period
of total uninterrupted engagement of the firm at the date of this audit report is one year.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance
with ISAs (UK).
Non-audit and other services
No non-audit services or additional services in addition to the audit have been provided and we remained independent of the
Company in conducting the audit.
Use of our report
This report is made solely to the 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 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 company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
David Cox (Senior Statutory Auditor)
For and on behalf of HaysMac LLP,
Statutory Auditors
10 Queen Street Place
London EC4R 1AG
19 June 2026
44 | Triad Group Plc | Annual Report and Accounts 2026
Statements of comprehensive income
for the year ended 31 March 2026
| Group and Parent Company | Note | 2026 | 2025 |
| £’000 | £’000 | ||
| Revenue | 4 | ||
Cost of sales | ( | ( | |
| Gross profit | |||
Administrative expenses | ( | ( | |
Other income | 5 | ||
Impairment of right of use asset | 14 | ( | |
Profit from operations | 6 | ||
Finance income | 7 | ||
Finance expense | 7 | ( | ( |
Profit before tax | |||
Tax (charge)/credit | 9 | ( | |
| Profit for the year and total comprehensive income | |||
| attributable to equity holders of the parent | |||
| Basic earnings per share | 11 | ||
Diluted earnings per share | 11 |
All amounts relate to continuing activities.
The notes on pages 48 to 68 form part of the financial statements.
Triad Group Plc | Annual Report and Accounts 2026 | 45
Statements of changes in equity for the year ended 31 March 2026
| Group | Share | Share premium | Capital redemption | Retained earnings | Total |
| Capital | account | reserve | |||
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 April 2024 | |||||
| Profit for the year and total | |||||
| comprehensive income | |||||
Ordinary shares issued | |||||
Dividend paid (note 10) | ( | ( | |||
Share–based payments (note 21) | |||||
Tax on share-based payments (note 9) | |||||
At 1 April 2025 | |||||
| Profit for the year and total | |||||
| comprehensive income | |||||
Ordinary shares issued | |||||
Dividend paid (note 10) | ( | ( | |||
Share-based payments (note 21) | |||||
Tax on share-based payments (note 9) | ( | ( | |||
At 31 March 2026 |
Parent Company
Share
Capital
£’000
Share premium
account
£’000
Capital redemption
reserve
£’000
Retained earnings
£’000
Total
£’000
At 1 April 2024 166 906 104 2,218 3,394
Profit for the year and total
comprehensive income
– – – 1,730 1,730
Ordinary shares issued 1 13 – – 14
Dividend paid (note 10) – – – (1,000) (1,000)
Share-based payments (note 21) – – – 262 262
Tax on share-based payments (note 9) – – – 442 442
At 1 April 2025 167 919 104 3,652 4,842
Profit for the year and total
comprehensive income
– – – 1,701 1,701
Ordinary shares issued 8 5 – – 13
Dividend paid (note 10) – – – (1,190) (1,190)
Share-based payments (note 21) – – – – –
Tax on share-based payments (note 9) – – – (442) (442)
At 31 March 2026 175 924 104 3,721 4,924
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, share based payment expense (net of tax) and losses recognised in
the statement of comprehensive income.
The notes on pages 48 to 68 form part of the financial statements.
46 | Triad Group Plc | Annual Report and Accounts 2026
Statements of financial position at 31 March 2026
Group | Parent Company | ||||
| Note | 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | ||
| Non-current assets | |||||
Intangible assets | 12 | – | – | ||
Property, plant and equipment | 13 | 164 | 167 | ||
Right-of-use assets | 14 | 166 | 248 | ||
Deferred tax | 9 | 392 | 1,042 | ||
722 | 1,457 | ||||
| Current assets | |||||
Trade and other receivables | 16 | 3,292 | 3,775 | ||
Finance lease receivables | 14 | – | – | ||
Cash and cash equivalents | 17 | 4,175 | 3,372 | ||
| 7,467 | 7,147 | ||||
Total assets | 8,189 | 8,604 | |||
| Current liabilities | |||||
Trade and other payables | 18 | ( | ( | (2,585) | (2,924) |
Short term provisions | 19 | ( | ( | (123) | (136) |
Lease liabilities | 14 | ( | ( | (197) | (188) |
| ( | ( | (2,905) | (3,248) | ||
| Non-current liabilities | |||||
Long term provisions | 19 | ( | ( | (207) | (164) |
Lease liabilities | 14 | ( | ( | (153) | (350) |
| ( | ( | (360) | (514) | ||
Total liabilities | ( | ( | (3,265) | (3,762) | |
Net assets | 4,924 | 4,842 | |||
| Shareholders’ equity | |||||
Share capital | 20 | 175 | 167 | ||
| Share premium account | 924 | 919 | |||
Capital redemption reserve | 104 | 104 | |||
Retained earnings | 3,721 | 3,652 | |||
Total shareholders’ equity | 4,924 | 4,842 |
Triad Group Plc is registered in England and Wales with registered number 02285049
The notes on pages 48 to 68 form part of the financial statements.
Triad Group Plc | Annual Report and Accounts 2026 | 47
Statements of cash flows for the year ended 31 March 2026
| Group and Parent Company | Note | 2026 | 2025 |
| £’000 | £’000 | ||
| Cash flows from operating activities | |||
| Profit for the year before taxation | |||
| Adjustments for: | |||
Depreciation of property, plant and equipment | 13 | ||
Amortisation of right of use assets | 14 | ||
Other income | 5 | ( | |
Impairment of right of use asset | 14 | ||
Interest received | 7 | ( | ( |
Finance expense | 7 | ||
Share-based payment expense | 21 | ||
| Changes in working capital | |||
| Decrease/(Increase) in trade and other receivables | ( | ||
| (Decrease)/Increase in trade and other payables | ( | ||
| Increase in provisions | |||
Cash generated by operations | |||
Deposit interest received | 7 | ||
Foreign exchange loss | 7 | ( | ( |
Net cash inflow from operating activities | |||
| Investing activities | |||
Finance lease interest received | 14 | ||
Finance lease payments received | 14 | ||
Purchase of property, plant and equipment | 13 | ( | ( |
Net cash (used)/generated from investing activities | ( | ||
| Financing activities | |||
| Proceeds of issue of shares | |||
Lease payments | 14 | ( | ( |
Dividends paid | 10 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
| Cash and cash equivalents at beginning of the period | |||
| Cash and cash equivalents at end of the period | 17 |
The notes on pages 48 to 68 form part of the financial statements.
48 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
1. Material 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 2026 | 49
Notes to the financial statements for the year ended 31 March 2026
| % | |
Purchased computer software | 25–33 |
50 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
Triad Group Plc | Annual Report and Accounts 2026 | 51
Notes to the financial statements for the year ended 31 March 2026
2. Critical accounting estimates and
judgements
Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The Group makes estimates and assumptions
concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Key judgements and sources of estimation uncertainty
IFRS 16 leases
A right-of-use asset of £0.2m (2025: £0.2m) and a total
lease liability of £0.4m (2025: £0.5m) have been recognised
in accordance with the accounting policies on page 49 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.
52 | Triad Group Plc | Annual Report and Accounts 2026
•
Impairment of the Right of Use asset. During the year
ended 31 March 2025, the Parent Company terminated
the sub-leasing arrangement with a tenant and at
31 March 2025 a Right of Use asset of £382k had
been reinstated and impaired by the same amount.
The Directors’ opinion is that in the absence of a
new tenant and hence vacant property, the asset is
impaired, and this will be reviewed when a new tenant
is found.
•
Incremental borrowing rate (IBR): The Directors
have calculated the IBR at 5.0%, based upon readily
available credit facilities and Bank of England base
rate, covering a time frame commensurate with the
time to the first available break date. Would the IBR
calculation at inception of the leases have increased
by 20% (100 basis points or 1%) to 6.0%, then at the
balance sheet date the Right of Use asset would
reduce by £10k to £156k and the lease liability would
reduce by £5k to £345k.
Dilapidation provisions:
The Directors have recognised a dilapidation provision for
both the leases held totalling £330k (2025: £300k). The
provision is required to recognise the best estimate of costs
at the balance sheet date of restoring the properties to their
original state at the end of the lease period as a consequence
of wear and tear during tenancy, as required under the lease
obligations. The provision has been calculated based upon
industry accepted current averages on floor space by price
per square meter and the Directors’ experience with the
landlords, as well as experience in similar negotiations. Should
the average price per square metre vary by 20% the provision
required would increase or decrease by £66k.
Deferred taxation:
The Directors have recognised a deferred tax asset of
£392k (2025: £1,042k). This asset is recognised based upon
the following:
•
Corporation tax losses brought forward: It is expected
that corporation tax losses brought forward will be
utilised against future probable taxable profits. The
Directors have based this upon an estimation of the
level of taxable profits in the proceeding 3 years. If
the estimated future taxable profits varies by 20% the
deferred tax asset would increase or decrease by £117k.
A plausible downside case of taxable profits was also
modelled which included reduced sales and increased
costs; this downside case modelling showed that the
deferred tax asset would still be recovered within the next
3 years at the asset as of 31 March 2026 of £392k.
Operating Segment
The Directors consider that there is only a single operating
segment of the entity.
3. Financial risk management
There have been no substantive changes in the Group's
exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the
methods used to measure them from previous periods
unless otherwise stated in this note.
The Group uses financial instruments that are necessary to
facilitate its ordinary purchase and sale activities, namely
cash and trade payables and receivables: the resultant risks
are foreign exchange risk, interest rate risk, credit risk and
liquidity risk. The Group does not use financial derivatives in
its management of these risks.
The Board reviews and agrees policies for managing these
risks and they are summarised below. These policies are
consistent with last year.
3.1 Financial risk factors
Notes to the financial statements for the year ended 31 March 2026
Triad Group Plc | Annual Report and Accounts 2026 | 53
Notes to the financial statements for the year ended 31 March 2026
| Group and Parent Company | Note | 2026 | 2025 |
| £'000 | £'000 | ||
| Currency: Euros | |||
Cash and cash equivalents | 17 | – | 1 |
Trade and other receivables | 16 | 12 | – |
Trade and other payables | 18 | – | – |
| 12 | 1 |
| Group and Parent Company | Note | 2026 | 2025 |
| £'000 | £'000 | ||
Finance lease receivable | 14 | – | – |
Trade receivables | 16 | 2,960 | 2,995 |
Contract assets | 16 | 57 | 132 |
Other debtors | 16 | – | 448 |
Cash and cash equivalents | 17 | 4,175 | 3,372 |
| Total financial assets | 7,192 | 6,947 |
54 | Triad Group Plc | Annual Report and Accounts 2026
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
Time and materials | 24,585 | 21,114 |
| Fixed price | 200 | 276 |
Licences | – | 31 |
24,785 | 21,421 |
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| Public sector | 23,848 | 20,043 |
Private sector | 937 | 1,378 |
24,785 | 21,421 |
Contract assets | Contract liabilities | |||
| Group and Parent Company | 2026 | 2025 | 2026 | 2025 |
| £’000 | £’000 | £’000 | ||
| £’000 | ||||
| At 1 April | 132 | 203 | (124) | (68) |
Transfers in the period from contract assets to trade receivables | (132) | (203) | – | – |
Excess of revenue recognised over cash (or right to cash) being recognised in the period | 57 | 132 | – | – |
Amounts included in contract liabilities that was recognised as revenue in the period | – | – | 124 | 68 |
Cash received in advance of performance and not recognised as revenue in the period | – | – | (59) | (124) |
| At 31 March | 57 | 132 | (59) | (124) |
Notes to the financial statements for the year ended 31 March 2026
Triad Group Plc | Annual Report and Accounts 2026 | 55
Notes to the financial statements for the year ended 31 March 2026
| 2026 | 2025 | |
| £'000 | £'000 | |
Dilapidations income | – | 78 |
| Lease settlement income (note 14) | – | 382 |
| Total other income | – | 460 |
| 2026 | 2025 | |
| £'000 | £'000 | |
| Profit from operations is stated after charging: | ||
Depreciation of owned assets (note 13) | 60 | 69 |
| Amortisation of right of use assets (note 14) | 82 | 141 |
Impairment of right of use assets (note 14) | – | 382 |
| Auditor remuneration: | ||
| Audit of financial statements: Group and Parent Company | 146 | 151 |
Finance income | 2026 | 2025 |
| £'000 | £'000 | |
Bank interest received | 40 | 51 |
Finance lease interest received (note 14) | – | 6 |
| Total finance income | 40 | 57 |
Finance expense | 2026 | 2025 |
| £'000 | £'000 | |
Interest expense on lease liability (note 14) | 27 | 38 |
Net foreign exchange loss | 1 | 3 |
| Total finance expense | 28 | 41 |
56 | Triad Group Plc | Annual Report and Accounts 2026
| Group and Parent Company | 2026 | 2025 |
| Number | Number | |
| Average number of persons (including Directors) employed during the year | ||
Senior management | 11 | 11 |
| Fee earners | 157 | 131 |
Sales | 7 | 8 |
| Administration and finance | 5 | 5 |
| 180 | 155 |
| Staff costs for the above persons (including Directors) | 2026 | 2025 |
| £'000 | £'000 | |
Wages and salaries | 13,000 | 10,994 |
| Social security costs | 1,766 | 1,299 |
| Defined contribution pension costs | 1,813 | 1,391 |
Equity settled share-based payments | – | 262 |
| 16,579 | 13,946 |
| 2026 | 2025 | |
| £'000 | £'000 | |
| Directors | ||
| Emoluments | 846 | 842 |
| Benefits in kind | 12 | 11 |
Money purchase pension contributions | 114 | 96 |
| Total remuneration | 972 | 949 |
| Social security costs | 122 | 116 |
| 1,094 | 1,065 |
Notes to the financial statements for the year ended 31 March 2026
Triad Group Plc | Annual Report and Accounts 2026 | 57
Notes to the financial statements for the year ended 31 March 2026
| 2026 | 2025 | |
| £'000 | £'000 | |
| Deferred tax via profit and loss account | ||
Decrease/(Increase) in recognised deferred tax asset | 208 | (214) |
| Total tax charge/(credit) for the year | 208 | (214) |
| 2026 | 2025 | |
| £'000 | £'000 | |
| Deferred tax via equity | ||
Decrease/(Increase) in recognised deferred tax asset | 442 | (442) |
| Total tax charge/(credit) for the year | 442 | (442) |
| 2026 | 2025 | |
| £'000 | £'000 | |
| Profit before tax | 1,909 | 1,516 |
Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%) | 477 | 379 |
Expenses not deductible for tax purposes | 6 | 17 |
| Recognition of a deferred tax asset | (5) | (150) |
| Allowances derecognised/(recognised) | 2 | (24) |
Prior year adjustments | (9) | – |
Use of brought forward losses | – | (436) |
| Share-based payment | (263) | – |
| Tax charge/(credit) for the year | 208 | (214) |
| Tax losses | Restricted | Other temporary | ||
| carried forward | stock units | differences | Tot al | |
| £’000 | £'000 | £'000 | £'000 | |
At beginning of the year | 430 | 608 | 4 | 1,042 |
(Charge)/credit to the profit and loss account | (51) | (166) | 9 | (208) |
| Charge to equity | – | (442) | – | (442) |
| At end of the year | 379 | – | 13 | 392 |
58 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
10. Dividends
| 2026 | 2025 | |
| £'000 | £'000 | |
| Final dividend for the year ended 31 March 2025 – 4p (2024: 4p) per share (declared and paid | 667 | 667 |
| in the following year) | ||
| Interim dividend for the year ended 31 March 2026 – 3p (2025: 2p) per share | 523 | 333 |
Total dividend paid | 1,190 | 1,000 |
The Directors propose a final dividend of 6 p per share (2025: 4 p per share), bringing the total dividend to 9p per share for
the financial year (2025: 6p per share).
11. Earnings per ordinary share
Earnings per share have been calculated on the profit for the year divided by the weighted average number of shares in
issue during the period based on the following:
| 2026 | 2025 | |
| Profit for the year | £1,701,000 | £1,730,000 |
Average number of shares in issue | 17,145,950 | 16,665,877 |
| Restricted Stock Units – vested | – | 750,000 |
| 17,145,950 | 17,415,877 | |
| Effect of dilutive options | 76,778 | 83,857 |
| Average number of shares in issue plus dilutive options | 17,222,728 | 17,499,734 |
| Basic earnings per share | 9.92p | 9.93p |
Diluted earnings per share | 9.88p | 9.89p |
Triad Group Plc | Annual Report and Accounts 2026 | 59
Notes to the financial statements for the year ended 31 March 2026
| Group and Parent Company | Purchased software |
| £'000 | |
| Cost | |
At 31 March 2024 | 128 |
Additions | – |
Disposals | – |
At 31 March 2025 | 128 |
Additions | – |
Disposals | (82) |
At 31 March 2026 | 46 |
| Accumulated amortisation/impairment | |
At 31 March 2024 | 128 |
Charge for the year | – |
Disposals | – |
At 31 March 2025 | 128 |
Charge for the year | – |
Disposals | (82) |
At 31 March 2026 | 46 |
| Net book value | |
At 31 March 2026 | – |
At 31 March 2025 | – |
60 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
13. Property, plant and equipment
| Group and Parent Company | Computer | Fixtures | Motor | Total |
| hardware | & fittings | vehicles | ||
| £'000 | £'000 | £'000 | £'000 | |
| Cost | ||||
At 31 March 2024 | 277 | 596 | 4 | 877 |
Additions | 38 | 25 | – | 63 |
Disposals | – | (7) | – | (7) |
At 31 March 2025 | 315 | 614 | 4 | 933 |
Additions | 52 | 5 | – | 57 |
Disposals | (121) | (41) | – | (162) |
At 31 March 2026 | 246 | 578 | 4 | 828 |
| Accumulated depreciation | ||||
At 31 March 2024 | 219 | 481 | 4 | 704 |
Charge for the year | 32 | 37 | – | 69 |
Disposals | – | (7) | – | (7) |
At 31 March 2025 | 251 | 511 | 4 | 766 |
Charge for the year | 32 | 28 | – | 60 |
Disposals | (121) | (41) | – | (162) |
At 31 March 2026 | 162 | 498 | 4 | 664 |
| Net book value | ||||
At 31 March 2026 | 84 | 80 | – | 164 |
At 31 March 2025 | 64 | 103 | – | 167 |
14. Leases
The Group and Parent Company as a lessee:
The Group has a lease contract for 1 of its office premises with a term remaining of 2 years. The lease liability for this
property has been calculated on the basis of the termination option being taken. There are no other future cash outflows in
relation to the lease to which the Group is potentially exposed. The lease is represented on the balance sheet as a right of
use asset and a lease liability.
During the year ended 31 March 2025, the Parent Company terminated the sub-leasing arrangement with a tenant. As a
result, the finance lease held was extinguished and a right-of-use asset of £382k was reinstated that has been impaired by
the same amount until a new tenant is established. A suitable tenant is yet to be found and the reinstatement and impairment
is in place as of 31 March 2026.
A lease term with another property expired during the previous year, and the Company is now holding a short-term lease
with this property. Short-term leases are not recognised and expensed to the profit and loss statement.
Triad Group Plc | Annual Report and Accounts 2026 | 61
Notes to the financial statements for the year ended 31 March 2026
Land and buildings | Tota l | |
£'000 | £'000 | |
| At 31 March 2024 | ||
Opening position | 389 | 389 |
Reinstatement | 382 | 382 |
Impairment | (382) | (382) |
Amortisation | (141) | (141) |
At 31 March 2025 | 248 | 248 |
Amortisation | (82) | (82) |
At 31 March 2026 | 166 | 166 |
Lease liabilities
The carrying amount of the lease liabilities recognised are as follows:
Land and buildings | Tota l | |
£'000 | £'000 | |
| At 31 March 2024 | ||
Opening position | 753 | 753 |
Interest expense | 38 | 38 |
Lease payments | (253) | (253) |
| At 31 March 2025 | 538 | 538 |
Interest expense | 27 | 27 |
Lease payments | (215) | (215) |
| At 31 March 2026 | 350 | 350 |
At the balance sheet date, the Group and Parent Company 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 2025 | £’000 | £'000 | £'000 | £'000 |
Discounted lease liabilities | 46 | 142 | 197 | 153 |
Undiscounted lease liabilities | 54 | 161 | 215 | 161 |
| Up to | Between | Between | Between | |
| 3 months | 3 and 12 months | 1 and 2 years | 2 and 5 years | |
| At 31 March 2026 | £’000 | £'000 | £'000 | £'000 |
Discounted lease liabilities | 48 | 149 | 153 | – |
Undiscounted lease liabilities | 54 | 161 | 161 | – |
For the year ended 31 March 2026 cash outflows for leases amount to £215k (2025: £253k).
62 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
The Group and Parent Company as a lessor:
Finance lease receivables
The Group entered into a lease arrangement considered to be a finance lease, representing rentals payable to the Group for
a rental of a proportion of a leased property for the period to 23 March 2028. During the year ending 31 March 2025, this
finance lease was terminated and the total finance lease receivable asset of £402k was derecognised.
The resulting office space will not be used by the business for its own use and the Company continues to explore
opportunities to re-let the space.
The carrying amounts of the lease receivable asset are as follows:
Land and buildings | To t al | |
£'000 | £'000 | |
| At 31 March 2024 | ||
Opening position | 396 | 396 |
Interest income | 6 | 6 |
Disposals | (402) | (402) |
At 31 March 2025 | – | – |
At 31 March 2026 | – | – |
Triad Group Plc | Annual Report and Accounts 2026 | 63
Notes to the financial statements for the year ended 31 March 2026
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
Trade receivables | 2,965 | 3,000 |
| Less: provision for expected credit losses | (5) | (5) |
| Trade receivables-net | 2,960 | 2,995 |
Contract assets (see note 4) | 57 | 132 |
| Other debtors | – | 448 |
Trade and other receivables | 3,017 | 3,575 |
| Prepayments | 275 | 200 |
| 3,292 | 3,775 | |
| Analysed as: | ||
| Current asset | 3,292 | 3,775 |
| Total | 3,292 | 3,775 |
64 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
Group and Parent Company | Expected | Gross carrying | Credit loss |
| default rate | amount | allowance | |
| (A) | (B) | (A x B) | |
| % | £'000 | £'000 | |
Current | 0.15 | 2,901 | 5 |
| Up to 30 days past due | 0.20 | 63 | – |
Up to 60 days past due | 2.50 | 1 | – |
| Over 60 days past due | 5.00 | – | – |
2,965 | 5 |
Group and Parent Company | Expected | Gross carrying | Credit loss |
| default rate | amount | allowance | |
| (A) | (B) | (A x B) | |
| % | £'000 | £'000 | |
Current | 0.15 | 2,374 | 4 |
| Up to 30 days past due | 0.20 | 606 | 1 |
Up to 60 days past due | 2.50 | 16 | – |
| Over 60 days past due | 5.00 | 4 | – |
3,000 | 5 |
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| At beginning of the year | 5 | 5 |
Credited to income statement | – | – |
| At end of the year (credit loss allowance) | 5 | 5 |
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| Sterling | 3,006 | 3,575 |
| Euros | 12 | – |
3,017 | 3,575 |
Triad Group Plc | Annual Report and Accounts 2026 | 65
Notes to the financial statements for the year ended 31 March 2026
17. Cash and cash equivalents
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| Cash at bank and on hand | 4,118 | 3,324 |
| Cash in transit | 57 | 48 |
4,175 | 3,372 |
The fair value of cash and cash equivalents approximates closely to their book value.
The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies:
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| Sterling | 4,175 | 3,371 |
| Euros | – | 1 |
4,175 | 3,372 |
For the purpose of the consolidated statements of cash flows, cash and cash equivalents consist of cash, as detailed above.
During the year, the Group did not utilise external funding or need immediate access to a financing facility.
Group | Parent Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Trade payables | 522 | 578 | 522 | 578 |
| Accruals | 513 | 575 | 513 | 575 |
| Owed to subsidiary | – | – | 5 | 5 |
| 1,035 | 1,153 | 1,040 | 1,158 | |
| Contract liabilities (see note 4) | 59 | 124 | 59 | 124 |
Other taxation and social security | 1,486 | 1,642 | 1,486 | 1,642 |
| 2,580 | 2,919 | 2,585 | 2,924 | |
| Analysed as: | ||||
| Current liability | 2,580 | 2,919 | 2,585 | 2,924 |
| Total | 2,580 | 2,919 | 2,585 | 2,924 |
66 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £’000 | £’000 | £’000 | £’000 | |
Sterling | 1,035 | 1,153 | 1,040 | 1,158 |
19. Provisions
| Group and Parent Company | Provision for |
| property dilapidation | |
| £’000 | |
At 31 March 2024 and 1 April 2025 | 300 |
Additions | 30 |
Charged to income statement | – |
Utilised in year | – |
| At 31 March 2026 | 330 |
The maturity profile of the present value of provisions is as follows:
Group and Parent Company | 2026 | 2025 |
| £'000 | £'000 | |
| Current | ||
| Provision for property dilapidation | 123 | 136 |
| Non-current | ||
| Provision for property dilapidation | 207 | 164 |
The provision for property dilapidation covers the estimated future costs at the balance sheet date required to meet
obligations under property leases to redecorate and repair property.
| 2026 | 2025 | |
| Ordinary shares of 1p each | ||
| Issued, called up and fully paid: | ||
| Number | 17,429,388 | 16,670,388 |
| Nominal value | £174,294 | £166,704 |
Number | Option price | Increase in Increase in share capital | Increase in Increase in share premium |
750,000 | 1.0p | £7,500 | – |
9,000 | 53.5p | £90 | £4,725 |
759,000 | £7,590 | £4,725 |
Triad Group Plc | Annual Report and Accounts 2026 | 67
Notes to the financial statements for the year ended 31 March 2026
21. Share-based payments
The Group operated 2 incentive plans during the year; EMI Share Option Scheme and a Restricted Stock Unit (RSU)
Employee Share Incentive Plan scheme, which are both equity settled schemes. The Company issues new shares to satisfy
vesting outcomes and holds no shares in treasury (2025: nil).
EMI Share Option Scheme
At 31 March 2026, 88,191 (2025: 97,191) options granted under employee share option schemes remain outstanding:
Date option granted | Number | Exercise price | Period options exercisable |
9 March 2018 | 88,191 | 53.5p | 1 April 2021 to 9 March 2028 |
Under the terms of the scheme, options vest after a period of three years continued employment and were subject to the
following:
For options granted on 9 March 2018: 100% of the shares granted under an option vested as the Company’s share price
at 31 March 2021 increased by 30% or more from the share price as at the date of grant. 50% of shares granted under an
option vested if the Company’s share price at 31 March 2021 increased by 15% from the share price as at the date of grant.
Between these upper and lower thresholds, awards were to vest on a straight-line basis. Given the share price as at 31
March 2021, 100% of these options vested on 31 March 2021.
Options have been valued using the Black-Scholes option-pricing model.
The contractual life of all vested options is 7 years.
No options were granted during the year (2025: none).
Restricted Stock Units (RSUs) Employee Share Incentive Plan
In March 2022 a number of restricted stock units (RSUs) were granted under the new Triad Employee Share Incentive Plan
and vested on the effective date of 28 March 2025, which was the last working date prior to the third anniversary of the
award date of 30 March 2022:
Date award made | Number | Performance condition | Vesting date |
30 March 2022 | 750,000 | 135.0p | 30 March 2025 |
The Award would vest following 3 years continuous employment and if the Board determines that the Market Value of a Share on
the third anniversary of the Award Date is equal to or greater than the Market Value of a Share on the Award Date. These shares
vest automatically after 3 years. The market value at the Award Date was 135.0p and the fair value of the RSUs was 88.8p. The
market value at the effective vesting date was 335.0p and these RSUs vested.
During the year, the 750,000 shares were allocated to the beneficial owners and the ordinary share capital had therefore
increased at the balance sheet date (2025: Not allocated and no increase to share capital).
The RSUs have been valued using the Monte Carlo pricing model. The performance condition included in the fair value calculation
was the share price at grant of 135p.
The total expense recognised in the year is nil (2025: £262,000).
No RSUs were granted during the year (2025: nil).
68 | Triad Group Plc | Annual Report and Accounts 2026
Notes to the financial statements for the year ended 31 March 2026
A reconciliation of the total share award movements over the year to 31 March 2026 is shown below:
2026 | 2025 | |||
| 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 | 847,191 | 7.0 | 887,798 | 8.2 |
| Granted | – | – | – | – |
EMI share options exercised | (9,000) | 53.5 | (40,607) | 32.6 |
| RSU share options exercised | (750,000) | 1.0 | – | – |
Forfeited | – | – | – | – |
| Outstanding at end of year | 88,191 | 53.5 | 847,191 | 7.0 |
| Exercisable at end of year | 88,191 | 53.5 | 847,191 | 7.0 |
There were 9,000 EMI share options exercised and 750,000 restricted stock units issued and allocated during the year.
There are EMI share options exercisable of 88,191 relating to the 2018 grants which have all vested (2025: 97,191 all vested)
and there are no RSUs outstanding (2025: 750,000). There are no RSU’s held by Directors (2025: 180,000). Transactions
with Directors are set out in the Directors’ remuneration report on page 27.
The weighted average share price at the date of exercise for share options exercised during the period was 270.1p (2025:
272.3p). The options outstanding as at 31 March 2026 had an exercise price of 53.5p. The weighted average remaining
contractual life is 1.9 years (2025: 0.3 years).
Triad Group Plc | Annual Report and Accounts 2026 | 69
Five year record
Consolidated income statement
Years ended 31 March
2026
£’000
2025
£’000
2024
£’000
2023
£’000
2022
£’000
Revenue
24,785
21,421 14,046 14,858 17,015
Gross profit
6,719
6,121 2,819 3,504 4,784
Profit/(Loss) before tax 1,909 1,516 (1,291) 9 1,081
Tax (charge)/credit
(208)
214 278 (53) 88
Profit/(Loss) after tax
1,701
1,730 (1,013) (44) 1,169
Retained profit/(loss) for the financial year
1,701
1,730 (1,013) (44) 1,169
Basic earnings/(loss) per share (pence) 9.92 9.93 (6.10) (0.27) 7.1 6
Balance sheet
As at 31 March
2026
£’000
2025
£’000
2024
£’000
2023
£’000
2022
£’000
Non-current assets
722
1,457 1,245 1,276 916
Current assets
7,467
7,147 5,256 7,430 7,963
Current liabilities (2,900) (3,243) (2,503) (2,561) (2,464)
Non-current liabilities
(360)
(514) (599) (951) (397)
Net assets 4,929 4,847 3,399 5,194 6,018
Share capital
175
167 166 166 165
Share premium account
924
919 906 894 880
Capital redemption reserve 104 104 104 104 104
Retained earnings
3,726
3,657 2,223 4,030 4,869
Equity shareholders’ funds 4,929 4,847 3,399 5,194 6,018
70 | Triad Group Plc | Annual Report and Accounts 2026
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
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 2027: expected announcement of results
Half-year November 2026
Full-year June 2027
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
Alison Lander
Steve Sanderson
Secretary and registered office
James McDonald
Triad Group Plc
Weyside Park
Catteshall Lane
Godalming
Surrey
GU7 1XE
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
Country of incorporation and domicile of
Parent Company
United Kingdom
Legal form
Public limited company
Company number
02285049
Registered Auditor
HaysMac LLP
10 Queen Street Place
London
EC4R 1AG
Brokers
Zeus Capital Ltd
125 Old Broad Street
London
EC2N 1AR
Solicitors
Freeths
3rd Floor
Northgate House
450–500 Silbury Boulevard
Central Milton Keynes
MK9 2AD
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 2026 | 71