TRIAD GROUP PLC
Annual Report and Accounts
20212022
GROSS PROFIT AS A PERCENTAGE OF REVENUE
31 MARCH 2022:
2021:
28.1%
21.4%
GROSS PROFIT
31 MARCH 2022:
2021:
£4.8m
£3.8m
Financial Highlights:
REVENUE FOR THE YEAR ENDED
31 March 2022:
CASH RESERVES
31 MARCH 2022:
2021:
2021:
£17.0m
£5.3m
£17.8m
£4.9m
PROFIT BEFORE TAX
31 MARCH 2022:
2021:
£1.1m
£0.6m
PROFIT AFTER TAX
31 MARCH 2022:
2021:
£1.2m
£0.7m
Triad Group Plc | Annual Report for the year ended 31 March 2022
Table of contents
02 Strategic report
13 Directors’ report
16 Corporate governance report
22 Directors’ remuneration report
32 Independent auditors’ report
40 Statements of comprehensive income and expense
41 Statements of changes in equity
42 Statements of financial position
43 Statements of cash flows
44 Notes to the financial statements
63 Five year record
64 Shareholders’ information and financial calendar
65 Corporate information
2 | Triad Group Plc Annual Report and Accounts 2022
Financial highlights
Year ended
31 March
2022
Year ended
31 March
2021
Dierence
Revenue
£17.0m
£17.8m -£0.8m
Gross Profit
£4.8m
£3.8m +£1.0m
Gross Profit %
28.1%
21.4% +6.7%
Profit before tax
£1.1m
£0.6m +£0.5m
Profit after tax
£1.2m
£0.7m +£0.5m
Cash reserves
£5.3m
£4.9m +£0.4m
Basic earnings
per share
7.16p
4.28p +2.88p
Final dividend –
proposed
4p
2p +2p
Chairman’s statement
Dr John Rigg
Financial headlines
For the year ended 31 March 2022 the Group reports
revenue of £17.0m (2021: £17.8m). The gross profit as a
percentage of revenue has increased to 28.1% (2021: 21.4%)
and profit before tax was £1.1m (2021: £0.6m). Profit after tax
was £1.2m (2021: £0.7m) as a result of positive movements
in the deferred tax asset (see page 12). Cash reserves
have increased to £5.3m (2021: £4.9m). The eects of the
Covid-19 pandemic upon both financial results in 2022 and
current trading are set out on pages 6 and 14.
Gross profit increased by £1.0m during the year due
to the ongoing increase of consultancy revenues as a
proportion of total revenue, serviced by permanent fee
earning consultants. Total revenue in the year reduced by
a net £0.8m. Gross profit as a percentage of revenue has
increased significantly to 28.1% (2021: 21.4%) as a result
of the expansion of higher-margin consultancy services.
Cash has increased by £0.4m during the year to £5.3m
(2021: £4.9m), which reflects the translation of profits, less
dividends, to cash.
Overview of results
I am very pleased to report another impressive set of results,
building on the strong position created in the previous year.
The Group continued to deliver outstanding service to our
clients despite the ongoing challenge of Covid-19 and the
restrictions associated with the pandemic. Most of our sta
continued to work from home during the period, without
compromising on either quality or productivity.
During the year, I was also very pleased to see the progress
made in recruiting more permanent fee-earning consultants.
This recruitment is a cornerstone of the strategy to reinforce
our credentials as a pre-eminent consultancy and to move
away from the transactional business of IT recruitment. The
Group has largely completed during the year the transition
to a pure consultancy and in so doing has laid important
foundations for the future. Indeed, the improvements in
gross profit and gross margin during the year are already
testament to the benefits of the strategy. Further operational
changes to underpin our consultancy ethos included the
successful elimination of all sales commission schemes in
favour of a salary-only remuneration scheme, implemented
without losing any sta in the process.
Using the Group’s internal team for the significant majority
of our recruitment during the year, the Group’s headcount
increased by 37 from 81 to 118 at year end, with all of the new
recruits being fee-earning consultants. Despite the significant
increase in headcount, utilisation levels as a percentage
of available time improved during the year. Much of this
consultant utilisation went into delivering services at key
accounts including the Ministry of Justice, Department for
Business, Energy and Industrial Strategy, Westcoast Holdings
Ltd, and Department for Transport. I am very proud to know
that our clients are trusting us with mission-critical projects,
many of which are making a profound impact not only on the
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Triad Group Plc Annual Report and Accounts 2022 | 3
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client organisations themselves but on the wider society in
areas such as criminal justice and carbon emissions.
I was also extremely proud to see the Group’s successful
application to join the new Digital Specialists and
Programmes framework towards the end of the year,
making the Group one of only 27 organisations across the
UK to hold a place on both lots of this important route into
Government digital services.
Outlook
Following a significant year of transition, the Group is looking
forward to building on the foundations laid. The new year
has started with good utilisation levels that are planned
to improve significantly across the period. Headcount is
planned to increase to meet expected demand.
The Group will continue to work with clients in need
of expert teams of consultants capable of providing
technology-based services and products to solve their
business problems. Whilst competition remains fierce,
we remain confident in our ability to command fees
commensurate with the value we are creating for our
clients. We will continue to leverage our expertise in Central
Government and Law Enforcement to deepen our presence
in these sectors whilst also expanding our footprint in the
private sector, particularly in businesses who need to be
liberated from the grip of their legacy systems.
The Group remains debt free except for lease liabilities
reported due to the application of IFRS 16 and enjoys strong
reserves of cash.
Although the national economy as a whole is currently
looking at testing times ahead, I am confident that the
Group has been carefully engineered through cash control,
quality recruitment, customer selection and management
cohesiveness to demonstrate its robustness and resilience. I
look forward to the future with great enthusiasm.
Dividend
Recognising the strength of this year’s performance and the
Group’s confidence in the near future, the Board proposes
a final dividend of 4p per share (2021: 2p per share), which
together with the interim dividend already paid of 2p (2021: nil),
totals 6p per share for the financial year (2021: 2p per share).
Employees
On behalf of the Board of Directors, I would like to thank all
of the sta for their commitment and contribution during a
very challenging year.
John Rigg
Executive Chairman
25 May 2022
4 | Triad Group Plc Annual Report and Accounts 2022
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Microsoft SharePoint migration activity, various software
delivery projects, and the roll-out of communication facilities
across wide swathes of this significant Government
organisation.
At Department for Transport, our team is developing a
system to help fuel suppliers manage their renewable fuel
obligations. This project epitomises Triad’s expert approach
to making robust digital services that help Government
enact and implement legislation in the shape of modern,
maintainable solutions. Indeed, we were delighted to have
our work with DfT short-listed at the BCS/UK IT Industry
awards for the “best public sector project”.
The multi-year association with our policing client continued
throughout the period, allowing us to provide expert
technical capability and delivery management capacity to
help modernise the systems being used to support front-line
law enforcement.
Within the private sector, highlights included the complex
software and platform engineering work we undertook for
Westcoast Holdings Ltd, helping one of the UK’s biggest
technology distributors to avail themselves of best practice
around the introduction of automated delivery pipelines
within a very demanding operational environment. At
Renewable Energy Systems we played a key role in helping
them successfully complete the on-time sale of their French
operation, now known as Q-Energy and the latest client to
join the Triad fold. Our long-running association with leading
law firm Foot Anstey continued, and during the period we
provided continuing strategic advice to the oce of the
Chief Technology Ocer and some advanced innovation
around the use of data lakes within a legal practice.
In the non-profit sector, we have been working with Marine
Stewardship Council to develop a highly functional prototype
for their fishery assessment process. This drew heavily on
our user research and user experience practice, who have
been very active during the year highlighting across multiple
channels the importance of UR/UX in good digital services.
Our work has been recognised through a number of
client nominations, short-listing in national and regional
competitions, and through partner accreditations. We were
delighted to win the Tech Company of the Year award
at the Global Business Tech Awards. One of the few UK
consultancies with seven Microsoft Gold competencies,
we are also one of only a handful of Workpoint partners in
the UK. We have been continuing to explore the application
of blockchain as a technology with our partner Stratis, and
sponsored their hackathon event to encourage teams to
develop innovative ways of exploiting the technology.
Managing Director’s statement
Adrian Leer
Profit in the year increased to £1.1m representing significant
progress with the strategy to concentrate the Group’s eorts
on its consultancy oering, serviced by permanent fee
earning consultants. This was underscored by improvements
in gross margin percentage, up to 28.1% from 21.4% in the
previous year. Revenue declined by £0.8m to £17.0m due
to the reduction of lower-margin contractor assignments.
Indeed, consulting revenue increased by 70% versus
previous year. Cash reserves increased by £0.4m to £5.3m.
The Group experienced no trading bad debts and had no
external funding requirements.
Business commentary
The Group’s profit reflects the hard work of our expanding
team as we continue on our journey to become one of the UK’s
favourite technology consultancies. Our consultant headcount
increased by 37, all of whom were sourced via our internal team
and colleague referrals. Many of these new recruits helped
to fulfil demand on key services, including Ministry of Justice,
Department for BEIS, and Department for Transport.
Our services continued to be provided on a predominantly
remote basis due to the restrictions of the pandemic.
A benefit of the now-established remote working model
has been our ability to attract sta from areas across the
UK, including Cardi, Aberdeen and Bristol. Our virtual on-
boarding process has been hailed by sta as best-in-class
and reflects our determination to oer something dierent to
consultants joining the business.
The majority of our work centred around significant
engagements with existing clients, some of which were at
the early stages of development at the beginning of the year.
At Ministry of Justice, we have been increasing the size of
our project management and PMO team to cope with the
delivery of 30+ projects during the year. Our consultants
have been involved in successful delivery across a broad
spectrum of projects including work on the Nightingale
courts, prison estate expansion, and youth education
services. Elsewhere at MOJ, our business analysis service
continued to provide a core capability to the Crime
programme as the Common Platform rolled out across the
courts of England and Wales. In June, we completed the
transition of the PSD service on the Crime programme to
the new service provider marking a successful multi-year
engagement where Triad teams established the operations
capability for this critical platform.
During the year, we also grew the number of consultants
supporting a variety of initiatives at Department for Business,
Energy and Industrial Strategy. Projects included significant
Triad Group Plc Annual Report and Accounts 2022 | 5
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During the year we gained places on two significant
Government frameworks: Technology Services 3 (TS3), and
Digital Specialists and Programmes (DSP). On the latter, we
were one of only 27 companies in the UK to qualify for both
lots – an achievement of which we are justifiably proud. As
part of our strategic focus to expand our law enforcement
footprint, we also successfully applied to join the Home
Oce ACE framework and the Fortrus framework. Further,
our Managing Consultant is now a member of the TechUK
Digital Justice Working Group, helping to influence industry
thinking within this important domain.
Social value is rightly an increasing concern of Government
and features prominently in its procurement exercises. Triad
has been active in this field, being a founder member of the
Social Value Leadership Team facilitated by the Worshipful
Company of Information Technologists. Our own social value
eorts have focused on helping people to find jobs whether
through our University challenge event or our emphasis
on helping people with disabilities to consider a career in
technology. We also encouraged sta to participate in fund-
raising activities for our chosen charity, Action for Children,
with a number of colleagues participating in the national
“Boycott your Bed” campaign.
Many of our colleagues have contributed their thinking
to industry via forums such as Digital Leaders, with
presentations on test automation, user experience and
wellbeing in the workplace being among the highlights.
This combination of hard work, outstanding customer service
and a passion for the profession encapsulates neatly the
essence of Triad consultants and I would like to extend my
thanks to all of them and their support teams for playing such
an important part in delivering the success of the last year.
Adrian Leer
Managing Director
25 May 2022
6 | Triad Group Plc Annual Report and Accounts 2022
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.
We rely upon our in-house resourcing team to provide both
permanent and associate sta, ensuring that we maintain
tight control of our supply chain and quality at all times.
Our services span the delivery life cycle from high level
consulting, early strategy, programme management, project
delivery, software delivery, and support activities.
The Group operates mainly in the United Kingdom. Our
workforce is increasingly distributed across the UK too, and
we have permanent oce space in Godalming (registered
oce) 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 oer is our consultancy
model, oering 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 recent trading 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 oering 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 eciency to increase
profitability
•
We continue to develop synergies across the Group’s
activities both externally and internally, driving better
outcomes for clients whilst improving eciency and
eectiveness. 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.
Senior management review the risk register and track the
status of these risk factors on an on-going basis, identifying
any emerging risks as they appear. Regular meetings are
held between the Executive Chairman and the Managing
Director to ensure risks are identified and communicated.
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.
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Triad Group Plc Annual Report and Accounts 2022 | 7
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The principal risks identified are:
Covid-19
The business was proven to be agile and robust through the
pandemic. The main risks that may potentially occur, are a
reduction in new business pipeline opportunities, payment
delays and the recovery of debtor balances. These risks
were met head-on during the crisis, and the same mitigating
actions taken during this period are still consistently applied
– the requirement to service clients remotely and eectively,
a very strong focus on short-term forecasting, and
maintaining and improving cash collection. The pandemic
generated a new world of work, with a greater emphasis
on flexible working. Employee engagement is key to
mitigating the risks presented in this new marketplace, with a
continuous review of flexible working patterns, remuneration
and benefits remain critical.
IT services market
The demand for IT services is aected 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 commercial vehicles is important in protecting the
Group from fluctuations in market conditions.
Economy
The political and economic uncertainty generated by
Brexit still has the potential negatively to aect the Group’s
marketplace due to an impact on Government spending
plans and the cancellation or delay of IT projects. The
strong relationships the Group enjoys with a large range of
public sector clients within the UK mitigated this risk during
the year. During and following the Brexit transition, the
Group continued to build strong trading partnerships with
EU based companies. Due to the current lack of restrictions
of trading digital services within the EU, the Directors do
not foresee this changing in the future.
Due to the nature of the Group’s client base and activities
in the UK, the current conflict in Ukraine is not considered
to have a direct impact, however there may be a secondary
eect as a result of the impact on the wider economy.
The Directors have not seen any impact to date but will
continue to monitor this closely.
Inflationary pressures in the UK manifest mainly in
attraction and retention of sta and the Group’s response
to this risk is outlined within the availability of sta below.
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. The Board
carefully reviews forecasts to assess the level of risk
arising from business that is forecast to be won.
Availability of sta
In an extremely dicult market for talent acquisition, the ability
to access appropriately skilled resources, recruit and retain
the best quality sta are key to ensuring the ability to deliver
profitable growth and deliver IT services to our clients. This
situation is exacerbated by existing and long-term outlook upon
salary and general inflation increases. 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. To mitigate these risks, the Group
reviews remuneration and benefits on an annual basis and
adjusts these accordingly within market rates. In addition, the
Group operates a Company-wide sta development programme
to ensure continuous personal growth and consistent sta
engagement. The on-boarding of new consultants is managed
by a highly experienced and dedicated team of resourcing
professionals, and this provides quality assurance processes to
accelerate hiring and reduce attrition.
Competition
The Group operates in a highly competitive environment.
The markets in which the Group operates are continually
monitored to respond eectively 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.
There are or may be other risks and uncertainties faced
by the Group that the Directors currently deem immaterial,
or of which they are unaware, that may have a material
adverse impact on the Group.
The risk appetite of the Group is considered in light of the
principal risks and their impact on the ability to meet its
strategic objectives. The Board regularly reviews the risk
appetite which is set to balance opportunities for business
development and growth in areas of potentially higher risk,
whilst maintaining reputation, regulatory compliance, and
high levels of customer satisfaction.
Section 172 statement
Section 172 of the Companies Act 2006 requires Directors
to take into consideration the interests of key stakeholders
in the Group in their decision making. Engagement with the
Group’s stakeholders is essential to successfully managing
the business and the eectiveness of this engagement helps
to understand the impact of key decisions on stakeholders.
8 | Triad Group Plc Annual Report and Accounts 2022
The Board has identified the key stakeholders as
shareholders, clients, partners, employees and suppliers.
•
Shareholders: Shareholders play a significant part
in deciding the direction of the business. Dialogue is
maintained with shareholders and their advisors and
issues of significance are communicated to shareholders
as necessary. In addition, a full shareholder briefing is
presented at the Group’s annual general meeting of
shareholders. The Board awarded an interim dividend
of 2p per share (2021: nil per share) to shareholders as
the result of careful review of forecasted profitability and
cash flow. The Board has proposed a final dividend of 4p
per share for the year ended 31 March 2022 due to the
recent trading performance and expected cash flows
(2021: 2p per share).
•
Clients: Delivering a quality service is the key to the
Group’s future success, and eective and successful
delivery of services to our clients is the key focus of
the Group. To increase eectiveness, a constant review
of utilisation rates and delivery structures has been
undertaken to enhance the eciency of the Group’s
service to clients. Key account delivery and management
tools have also been reviewed and enhanced to promote
eciencies. The Group continues with the strategy of
building permanent consultant numbers to improve and
broaden the skill sets and enhance delivery to clients,
and utilise contractors on a limited basis.
•
Partners: Eective working relationships that enable
future growth are important to the Group. The Group
continue to cultivate strong relationships with our
business partners, with regular dialogue and updates to
ensure that delivery to our shared clients is as eective
as possible. During the financial year, the Group
continued to explore delivery methods with partners
that enable the acquisition of new business, including
the successful partnership with Workpoint to deliver
licensing and consultancy.
•
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 its high level
of communication with employees, with regular Group
meetings chaired by the Managing Director, who also held
one-to-one meeting with employees as requested. 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. During the financial year,
the Board awarded a number of employees restricted
stock units (RSUs) under the new Triad Employee Share
Incentive Plan. See page 29 for details.
•
Suppliers: Eective engagement with suppliers enables
the Group to deliver a quality service to our clients.
The Group maintains appropriate arms-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 Group formed
closer relationships with suppliers during the Covid-19
pandemic to ensure a continuance of a quality service.
The Directors continue to ensure there is full regard to
the long-term interests of both the Group and its key
stakeholders including the impact of its activities on the
community, the environment and the Group’s reputation. In
doing this, the Directors continue to act fairly and in good
faith taking into account what is most likely to promote the
long-term success of the Group.
•
Relations with key stakeholders such as shareholders,
employees, and suppliers are maintained by regular, open
and honest communication in both verbal and written form.
•
The Directors are fully aware of their responsibilities to
promote the success of the Group in accordance with
section 172 of the Companies Act 2006.
•
The Directors continuously take into account the
interests of its principal stakeholders and how they are
engaged. This is achieved through information provided by
management and also by ongoing direct engagement with
the stakeholders themselves.
•
The Board has ensured an appropriate business structure
is in place to ensure open and eective engagement with
the workforce via the Executive Directors and the senior
management team.
•
The Board and the senior team continues 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 sucient consideration is given to
stakeholder issues..
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
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Triad Group Plc Annual Report and Accounts 2022 | 9
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is an appropriate period for the assessment. The maximum
period of visibility of commercial arrangements with clients is
currently two years, however in considering the assessment
period assumptions have been made beyond this immediate
timeframe based upon the strategic direction of the business.
As part of the long-term viability assessment the Directors
have considered the principal risks.
This assessment of viability has been made with reference
to the Group’s current financial and operational positions.
Revenue projections, cash flows, availability of required
finance, commercial opportunities and threats, and the
Group’s experience in managing adverse conditions in the
past have been reviewed. The Group was founded in 1988 and
has survived several recessions.
Despite the potentially negative and severe eect of the
Covid-19 pandemic presented in 2020 and into 2022, the
Group was able to successfully navigate the issues presented
by the disruptions. For the year ended 31 March 2022, all key
ratios and profitability improved, and cash reserves increased
without the requirement for any 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.
The eects of IR35 have been minimal as the Group has
continued to reduce contracting fee earners in favour of
higher margin permanent employees and the risk in this area
is not considered to be material.
As of the date of these accounts, Brexit has had no impact
upon the current client base and there have been no direct
impacts felt by the business. In fact, greater dialogue has
commenced with potential EU and European trading partners
and this is expected to continue.
Despite the recent successful trading position, risks still exist
with respect to the Covid-19 pandemic and the threat from
competition. The Directors have therefore approached the
budget and forecasting cycle for the 2023 financial year with
a conservative outlook.
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 sucient
headroom in cash flow to continue operating within current
resources for the next 18 months, and without the requirement
to utilise the available financing facility as detailed in note 3
or obtain further external funding. The Group was therefore
found to have sucient financial strength to withstand further
disruption due to the pandemic.
The Board believes that the Group remains well placed to
navigate eectively a prolonged period of uncertainty and to
mitigate the risks presented by it.
Based upon the results of this analysis, the Board has a
reasonable expectation that the Group will be able to continue
in operation and be able to meet its liabilities over the next
3-year viability period. In reaching this assessment, the Board
has taken into account future trading, access to external
funding and cash flow expectations.
Performance assessment, financial review
and outlook
Financial and non-financial key performance indicators
(KPIs) used by the Board to monitor progress are revenue,
profit from operations, EBITDA, gross margin and
headcount. Financial KPIs are discussed in more detail in
the Financial review below. The outlook for the Group is
discussed in the Chairman’s statement on page 1.
The KPIs are as follows;
2022
2021
Revenue
£17,015,000
£17,815,000
Profit from operations
£1,108,000
£686,000
Earnings before interest,
tax, depreciation and
amortisation (EBITDA)¹
£1,379,000
£944,000
Gross margin
28.1%
21.4%
Average headcount
104
68
EBITDA – Profit from operations of £1,108,000 (2021:
£686,000) adding back the depreciation and amortisation
charge in the year of £271,000 (2021: £258,000)
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 sta, regardless
of gender, age, race, religion or disability. The Group has a
policy of supporting sta in long term career development.
10 | Triad Group Plc Annual Report and Accounts 2022
Strategic report
Culture and engagement
The Group recognises the importance of having eective
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 sta and
the Group is committed to providing increased training and
development opportunities, to enhance both the expertise
and engagement of our workforce, and improving the quality
of our services to our clients.
Diversity and inclusion
Diversity and inclusion is a key component of working life
in the Group. Employees are encouraged to take an active
role in decision making and driving the business forward,
including several platforms within the business to share
good practice, successes and potential improvements. The
appointment of Charlotte Rigg as Director in 2020 increased
the female proportion within the senior management team
to 20% which is comparable to the Group as a whole. We
continue to include diversity within our recruitment policies
and make improvements as appropriate.
The following table shows the average number of persons
employed during the year, by gender, who were directors,
senior managers or employees of the Company.
Male Female Total
Directors 6 1 7
Senior managers 2 1 3
Employees 69 25 94
Total 77 27 104
The average female proportion of the Group during the year
ending 31 March 2022 was 26% (2021: 22%)
Environment and greenhouse gas reporting
This statement contains the Group’s first TCFD aligned
disclosure in accordance with FCA requirements of Premium
Listed UK Corporates. The Group has provided responses
across the TCFD’s pillars and aims to advance the maturity
of its climate-related actions and disclosures on an annual
basis. The four pillars are as follows:
Governance – Governance
of climate related risks and
opportunities
Assessing, identifying, and managing climate related issues is part of the management team’s
responsibilities. The Board are informed of any climate related issues identified by the management
team as and when they arise. When an issue is identified, the Board will monitor the progress of
addressing this issue on a relevant basis.
Strategy – Impacts of actual
or potential climate related
risks and opportunities
No actual or potential impacts on the Group have been analysed due to the limited impact of climate
related issues and opportunities over the short, medium and long term, and these have not been
considered when making strategic decisions. If, and when a risk or opportunity is deemed to have a
greater impact, the Group will follow the same process as identifying and assessing other risks and
opportunities, described on page 6.
With the Group’s workforce having a full 2 years’ experience of working remotely, no localised climate
issues will have a 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.
Due to the nature of the business, materiality of climate related risks and opportunities is determined
by length of downtime of the workforce.
There are no financial related disclosures due to the immateriality of the risks and opportunities, in
line with the TCFD recommendations
Risk Management –
identification, assessment,
and management of climate
related risks
Climate related risks are assessed as per other risks to the Group, described on page 6.
There are no regulatory requirements that would have a material impact on the Group, and in line with
our Carbon Reduction Plan, the Group is moving towards zero rated emissions by 2050.
Triad Group Plc Annual Report and Accounts 2022 | 11
Strategic report
The Group has used mileage reports, public transport
journey details and meter readings converted to tCO
2
e using
the 2021 UK Government’s conversion factors for company
reporting of greenhouse gas emissions.
The annual quantity of Greenhouse Gas (GHG) emissions
for the period 1 April 2021 to 31 March 2022 in tonnes of
carbon dioxide equivalents (tCO
2
e) for the Group is shown in
the table below, updated following reassessment of carbon
footprint criteria:
GHG emissions
2022
tCOe¹
2021
tCOe¹
Emission source:
Scope 1 – Combustion
of fuel
8
11
Scope 2 – Electricity and
heat purchased for own
use
26
29
Total 34
40
Scope 3 – Including
business travel and
commuting
11
–
Total 45
40
tCOe per £1m revenue
2.6
2.2
FTE
104
68
Intensity ratio (tCOe per
FTE)
0.4
0.6
The calculation of tCO
2
e for each source has been prepared
in accordance with DEFRA guidelines for GHG reporting.
The annual energy consumed as a result of the purchase of
electricity and heat for the period 1 April 2021 to 31 March
2022 in kWh is shown in the table below:
2022
2021
Energy consumed (kWh)
124,397
122,763
kWh per £1m revenue
7,317
6,897
FTE
104
68
Intensity ratio (kWh per FTE)
1,196
1,805
The emissions are generated solely by activities in the UK.
Emissions generated by electricity consumption is 59%
(2021: 71%).
The Group has not been subject to any environmental fines
during the year ended 31 March 2022 (2021: 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 1st level
(“Committed”). In 2022 we plan to work up to the highest
level (level 3), and we are using this to guide and improve our
practices, particularly with regard to equality of opportunity
for disabled sta and through our recruitment processes.
We have been looking for a way to best make an impact
on the employment gaps that exist for under-represented
groups working in UK technology and during 2021 we
became members of Tech Talent Charter. Through this
we have publicly declared our commitment to workplace
equality, have access to a community of best practice and
share data on diversity within our own Group. We believe we
are working together to make a real dierence to inclusion
and diversity across the technology sector.
The Group actively supports charities. Managing Director
Adrian Leer is a board member of Action for Children, and
our sta participate in regular fund-raising activities for the
charity, promoted and supported by Triad.
There are no human rights issues that impact upon operations.
Metrics – metrics and
targets used to assess,
manage and report relevant
climate-related risks and
opportunities
The Group’s emissions per scope are detailed below in line SECR requirements, along with our
KPIs of tCO
2
e per £1m of revenue and per average total headcount. In November 2021 the Group
published its first Carbon Reduction Plan, available on our website, committing to achieving Net
Zero emissions by 2050. It included a shorter-term target to reduce carbon emissions by 18.1% to
150 tCO
2
e over the five years to 2025, whilst sta numbers are growing. The continuing reduction
will be achieved by embedding a degree of working from home as an ongoing policy, implementing
a paperless oce environment, switching to green energy taris, and increasing the profile of
environmental issues and promotion of good practices through sta communication channels. The
current measurements remain on target against this plan.
12 | Triad Group Plc Annual Report and Accounts 2022
Strategic report
Financial review
Group performance
Group revenue has decreased to £17.0m (2021: £17.8m).
This reduction is due to the continued focus on consultancy
assignments serviced by permanent fee earning consultants,
which has led to a reduction in relatively low margin contractor
led assignments and an increase in higher margin consultancy
business. This strategy has resulted in an increase in gross
profit to £4.8m (2021: £3.8m) and an increase in gross margin
as a percentage of revenue to 28.1% (2021: 21.4%). This
strategy continues to improve the Group’s service quality to
our client base and improves profitability.
The Group reports a profit from operations before taxation
of £1.1m (2021: £0.6m). The positive variance in profitability
before tax of £0.5m was due to the increase in gross profit
(£1.0m) oset by the increase in overheads of (£0.5m). The
Group reports a profit after tax of £1.2m (2021: £0.7m).
The balance sheet remains strong with no external debt,
with the exception of the lease liabilities arising due to the
application of IFRS 16, and the Group enjoys strong reserves
of cash at £5.3m (2021: £4.9m) and no bad debts (2021: nil).
Overheads
Administrative expenses for the year are £3.7m (2021:
£3.1m). The increase of £0.6m was predominantly due to
personnel costs. The Group was able to sustain this increase
in cost as a result of improvements in both trading and gross
margins. As such, the Group was able to significantly grow
profitability and now manages a sustainable cost base to
support future profit growth.
Sta costs
Total sta costs have increased to £8.6m (2021: £5.7m) (note
7). The total average headcount for the year has increased
to 104 (2021:68). The average number of consultants during
the year was 77 (2021: 42) and at the close of the year the
number was 95 (2021: 58). Growth in consultant numbers
hand-in-hand with new business wins continues to be the
main driver to the Group’s strategy of growing both margin
and profitability. Non-consultant sta numbers at the close
of the year have remained static as the ratio of fee earners
to administration sta improved to 9:1 (2021: 5:1).
Cash
Cash and cash equivalents as at 31 March 2022 increased
to £5.3m (2021: £4.9m). The maintenance of working capital
eciencies during an extended period of growth during the
year, resulted in a net cash inflow from operating activities
of £1.2m (2021: £1.3m). During the year, trading and cash
collection was such that the Group was not required to take
advantage of the Government deferral schemes or access its
Lloyds financing facility. The net cash outflow from financing
activities was £0.8m (2021: outflow £0.3m), which included
dividends paid of £0.7m (2021: nil). The net cash outflow
from investing activities was £0.01m (2021: inflow £0.1m), with
minimal capital expenditure in the year and relating mainly to
the purchase of technology for new permanent members of
sta to support gross profit growth.
Non-current assets
Non-current assets excluding taxation reduced by £0.1m
(2021: increase £0.36m). This is predominantly related to the
net eect of a reduction in the right of use asset of £0.2m
(2021: reduction £0.1m) and the finance lease receivable of
£0.1m (2021: £0.2m), which is now classified as a current
asset. An increase of £0.05m was related to purchased
assets (2021: increase £0.05m) and trade receivables
increased by £0.1m (2021: £nil).
Taxation
The Group adopts a low risk approach to its tax aairs. The
Group does not employ any complex tax structures or engage
in any aggressive tax planning or tax avoidance schemes. The
deferred tax asset increased to £0.16m (2021: £0.07m) in the
year, mainly due to the expectation that tax losses brought
forward will be oset against future profits (see note 8).
Net assets
The net asset position of the Group at 31 March 2022 was
£6.0m (2021: £5.3m). The movements during the year are
detailed on page 42.
Share options
A total of 511,000 options were exercised by Directors and sta
during the year (2021: 48,600).
On 30 March, a total of 750,000 restricted stock options
were granted to both Directors and sta (2021: nil). A share
based expense has been recognised in the year of £476
(2021: £37,000).
Dividends
With the strong expectation of continued profitability and future
positive cash flows, the Board are proposing a final dividend
of 4p per share (2021: 2p per share), which together with the
interim dividend already paid of 2p (2021: nil), totals 6p per
share for the financial year (2021: 2p per share). See note 9.
By order of the Board
James McDonald
Finance Director
25 May 2022
Triad Group Plc Annual Report and Accounts 2022 | 13
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 oce, 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 oce 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 oce 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 oer themselves for re-
election and otherwise shall be the Directors who, at the date
of the meeting, have been longest in oce since their last
appointment or re-appointment.
A Director may be removed from oce by the service of a
notice to that eect 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
Since the year end, the Company received the following
notification on 11 April 2022, 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
M Makar (23.89%)
M Needham and S Cook (as the joint
trustees in bankruptcy of M Makar)
23.89%
As at 25 May 2022, no notifications have been received since
the year end.
The Directors present their Annual report on the activities
of the Group, together with the financial statements for the
year ended 31 March 2022. 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 environmental and employee 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 notes to the financial statements.
Corporate Governance disclosures required within the
Directors’ report have been included within our Corporate
Governance report beginning on page 16 and form part of
this report.
Share capital and substantial
shareholdings
Share capital
As at 31 March 2022, the Company’s issued share capital
comprised a single class of shares referred to as ordinary
shares. Details of the ordinary share capital can be found in
note 19 to these financial statements.
Voting rights
The Group’s articles provide that on a show of hands at a
general meeting of the Company every member who (being
an individual) is present in person and entitled to vote shall
have one vote and on a poll, every member who is present
in person or by proxy shall have one vote for every share
held. The notice of the Annual General Meeting specifies
deadlines for exercising voting rights and appointing a
proxy or proxies to vote in relation to resolutions to be
passed at the Annual General Meeting.
Transfer of shares
There are no restrictions on the transfer of ordinary shares
in the Company other than as contained in the Articles:
•
The Board may, in its absolute discretion, and without
giving any reason for its decision, refuse to register any
transfer of a share which is not fully paid up (but not so
as to prevent dealing in listed shares from taking place)
Directors’ report
14 | Triad Group Plc Annual Report and Accounts 2022
Dividends
There was a 2p per share interim dividend paid during the
year (2021: nil per share). The Directors propose a final
dividend of 4p per share (2021: 2p).
Financial instruments
The Board reviews and agrees policies for managing
financial risk. These policies, together with an analysis of the
Group’s exposure to financial risks are summarised in note 3
of these financial statements.
Research and development activity
Research and development activities are undertaken with
the prospect of gaining new technical knowledge and
understanding and developing new software. During the
year, dedicated small teams worked on a number of reusable
frameworks, including test automation across major software
and Government projects. Teams also developed reusable
components and tools including mail merge and skills matrix
management systems.
Directors’ interests in contracts
Directors’ interests in contracts are shown in note 21 to
the accounts.
Directors’ insurance and indemnities
The Company maintains Directors’ and Ocers’ liability
insurance which gives appropriate cover for any legal action
brought against its Directors and Ocers. 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
Directors’ report
information, the actual results of operations, financial
position and liquidity may dier materially from those
expressed or implied by these forward-looking statements.
Going concern
The Group’s business activities, together with the factors
likely to aect its future development, performance and
position, are set out in the Strategic report. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are described in the Strategic report.
In addition, note 3 to the financial statements includes the
Group’s objectives, policies and processes for managing its
capital, its financial risk management objectives, details of its
financial instruments and hedging activities, and its exposure
to credit risk and liquidity risk. The Group meets its day to
day working capital requirements through cash reserves and
an invoice finance facility (which is currently unutilised).
The Group operates an ecient low-cost and historically
cash generative model. The client base generally consists of
large blue-chip entities, particularly within the public sector,
enjoying long-term and productive client relationships. As
such, debtor recovery has been reliable and predictable with
a low exposure to bad debts. For the year ended 31 March
2022, the Group has not utilised any external debt, the current
finance facilities or accessed any Government support
schemes (2021: nil). Due to the ability to operate services
remotely, the Group has remained in full operation throughout
the pandemic periods and it is expected that it will continue
to do so. The success of the business during the year ended
31 March 2022 illustrates the operational flexibility of both the
Group and its current and future client base.
The going concern assessment considered a number of
realistic scenarios covering the period ending 30 September
2023, including the ability of future client acquisition, and the
impact of the reduction in services of key clients upon future
cash flows. In addition, in the most severe scenario possible,
a reverse stress test was modelled which included all current
client contracts discontinued at expiry with no extension or
replacement and with no cost mitigation. Even in the 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 sucient headroom
in cash balances to continue in operation.
Further information in relation to the Directors’ consideration
of the going concern position of the Group is contained in
the Viability statement on page 8.
After making enquiries, including a review of the wider
economy including Brexit, inflationary pressures and the
Ukraine conflict, the Directors have a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the foreseeable future and at least
Triad Group Plc Annual Report and Accounts 2022 | 15
Directors’ report
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
BDO LLP have indicated their willingness to continue in
oce. Accordingly, a resolution to reappoint BDO LLP as
auditors of the Company will be proposed at the next Annual
General Meeting.
Environment and greenhouse
gas reporting
Carbon dioxide emissions data is contained in the Corporate
social responsibility section of the Strategic report.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with international
accounting standards in conformity with the requirements of
the Companies Act 2006 and applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the Group financial
statements and have elected to prepare the Parent Company
financial statements in accordance with UK adopted
international accounting standards (‘IFRS’). Under company
law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of
the state of aairs of the group and company and of the profit
or loss for the group for that period.
In preparing these financial statements, the Directors are
required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether they have been prepared in accordance
with UK adopted international accounting standards
(‘IFRS’), subject to any material departures disclosed
and explained in the financial statements
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
group and the Company will continue in business;
•
prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sucient 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.
Directors’ responsibilities pursuant to DTR4
The directors confirm to the best of their knowledge:
•
The financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
group and company.
•
The annual report includes a fair review of the
development and performance of the business and
the financial position of the Group and Company,
together with a description of the principal risks and
uncertainties that they face.
By order of the Board
James McDonald
Company Secretary
25 May 2022
16 | Triad Group Plc Annual Report and Accounts 2022
Corporate governance report
The Board has considered the principles and provisions of the
UK Corporate Governance Code 2018 (“the Code”) applicable
for this financial period. The changes made in the revised Code
attempt to improve corporate governance processes and
encourage companies to demonstrate how good governance
contributes to the achievement of long-term success for
stakeholders. The Group keep governance matters under
constant review. Despite the changes in the Code requiring a
review of processes, there has not been a requirement to make
fundamental changes to strategy or working practices.
The following statement sets out the Group’s application of the
principles of the Code and the extent of compliance with the
Code’s provisions, made in accordance with the requirements
of the Listing Rules.
The Board
The Board is responsible for the long-term and sustainable
success of the business, and considers all opportunities and
risks as set out in the principal risks and uncertainties on
page 6. Further, the Board considers how good governance
can assist in promoting the delivery of the strategy, by
reference to strong stakeholder engagement. Details of how
the Board drive this engagement can be found within the
S172 statement on page 7.
The Directors who held oce during the financial year were:
Executive Directors
John Rigg, Chairman
Adrian Leer, Managing Director
James McDonald, Finance Director
Tim Eckes, Client Services Director
Independent non-Executive Directors
Alistair Fulton, senior independent non-Executive Director
Chris Duckworth
Charlotte Rigg
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. Between 4 February 2005 and 5
September 2007 John was acting Group Chief Executive.
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.
Alistair Fulton is a non-Executive Director. He is a Chartered
Engineer and member of the British Computer Society.
He was the founding Managing Director of Triad. He
continued in this role until February 1997 when he became
non-Executive Chairman, a position he retained until June
1999, when he took up his present position. He was a board
member of CSSA for 15 years, President in 2000/2001,
and is currently Master of the Worshipful Company of
Information Technologists, the 100th Livery Company of the
City of London.
Chris Duckworth was appointed on 1 July 2017 as a non-
Executive Director. He has held numerous positions within
public and private companies as Finance Director, Managing
Director, non-Executive Director and Chairman. He was a
founding shareholder and from 1989 to 1994 was Finance
Director of Triad where he remained as a non-Executive
Director until 1999. From 1989 to 1994 he was Finance
Director of Vega Group PLC after which he served as a non-
Executive Director until 1997. He was a founding shareholder
and Chairman of Telecity PLC in May 1998 and subsequently
acted as a non-Executive Director until August 2001.
Charlotte Rigg is a non-Executive Director and was
appointed to the Board on 1 January 2020. Charlotte Rigg’s
experience is both extensive and diverse. Over the last 25
years she has built an internationally recognised stud farm
and runs a sizeable upland grazing farm in Cumbria where
the stud is based. In addition, Charlotte runs a successful
and expanding investment property portfolio which has been
established for over 20 years.
Triad Group Plc Annual Report and Accounts 2022 | 17
Corporate governance report
James McDonald is Finance Director and was appointed
to the Board on 16 June 2020. He joined the Company in
February 2020 and, in March 2020, assumed the position
of Company Secretary and acting Finance Director. He is a
Chartered Certified Accountant and has previously held a
senior finance position at Foxtons Group plc, prior to which
he was Group Finance Director and Company Secretary at
Brook Street Bureau Plc. He qualified with EY in London.
The Board exercises full and eective 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 ecient operation of the Board. This entails
ensuring that Board meetings are held in an open manner
and allow sucient 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
sta 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 sta but also look to align
Group values to strategy. Further, on-line platforms exist
that enable constructive discussions concerning operational
delivery and best practice. Given the size of the Group, it
is not appropriate to develop any sub-committees for this
purpose and direct Group forums encourage all sta to
participate without dilution of message.
In a competitive marketplace for talent, the Board ensure
further engagement via regular pay reviews and formal sta
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 sta, 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.
Alistair Fulton is the nominated senior independent non-
Executive Director. Chris Duckworth and Charlotte Rigg are
non-Executive Directors. 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 aairs of the Group
and the discharge of their duties as Directors.
The Board has an Audit Committee, comprised of the
Executive Chairman John Rigg, and the independent non-
Executive Directors, Alistair Fulton and Chris Duckworth.
The Committee is chaired by Alistair Fulton.
The Board has a Remuneration Committee, comprised of
the Executive Chairman John Rigg, and the independent
non-Executive Directors, Alistair Fulton, and Charlotte Rigg.
No third-party advisors have a position on the committee or
have provided services to the Committee during the year.
The Committee is chaired by Alistair Fulton.
18 | Triad Group Plc Annual Report and Accounts 2022
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 2022 and shows
that the Board are able to allocate sucient time to the
company to discharge their responsibilities eectively.
Board
Audit
Committee
Remuneration
Committee
Number of meetings held 11 1 2
Number of meetings attended
Executive Directors:
John Rigg (Chairman) 8 – 2
Adrian Leer 11 – –
Tim Eckes 11 – –
James McDonald
10 – –
Non-Executive Directors:
Alistair Fulton 11 1 2
Chris Duckworth 10 1 –
Charlotte Rigg 11 – 2
Audit Committee
The members of the Audit Committee are shown above.
The Board believe that John Rigg, a Chartered Accountant
with broad experience of the IT industry, Alistair Fulton,
who has been a Director of companies in the IT sector for
over 30 years and Chris Duckworth, with many years of
experience in senior finance positions in listed companies,
have recent and relevant financial experience, as required
by the Code.
The Audit Committee is responsible for reviewing the
Group’s annual and interim financial statements and
other announcements. It is also responsible for reviewing
the Group’s internal financial controls and its internal
control and risk management systems. It considers the
appointment and fees of the external auditor and discusses
the audit scope and findings arising from audits. The
Committee is also responsible for assessing the Group’s
need for an internal audit function.
Consideration of significant issues in relation to the
financial statements
The Audit Committee have considered the following
significant issues in relation to the preparation of these
financial statements;
Revenue recognition: The Committee has considered
revenue recognised in projects during, and active at the
end of the financial year to ensure revenue has been
recognised correctly.
IFRS 16 ‘Leases’: The Committee have considered
the accounting treatment with respect to the critical
accounting estimates.
Dilapidations provisions: The Committee have considered
the accounting treatment with respect to the critical
accounting estimates.
Going concern: The Committee has reviewed budgets,
deferred tax calculations and cash flow projections against
borrowing facilities available to the Group, to ensure the
going concern basis of preparation of the results remains
appropriate.
Meetings with auditor and senior finance team
Members of the Audit Committee met with the senior
finance team in advance of their meeting with the auditor,
prior to commencement of the year-end audit to discuss;
•
Audit scope, strategy and objectives
•
Key audit and accounting matters
•
Independence and audit fee
A meeting was held prior to the completion of the audit
with the senior finance team and the auditor to assess the
eectiveness of the audit and discuss audit findings.
Eectiveness of external audit process
The Committee conducts an annual review of the
eectiveness of the annual report process. Inputs into the
review include feedback from the finance team, planning
and scope of the audit process and identification of risk, the
execution of the audit, communication by the auditor with
the Committee, how the audit adds value and a review of
auditor independence and objectivity. Feedback is provided
to the external auditor and management by the Committee,
with any actions reviewed by the Committee.
Auditor independence and objectivity
The Committee has procedures in place to ensure that
independence and objectivity is not impaired. These include
restrictions on the types of services which the external
auditor can provide, in line with the FRC Ethical Standards
on Auditing. The external auditor has safeguards in place
to ensure that objectivity and independence is maintained
and the Committee regularly reviews independence taking
into consideration relevant UK professional and regulatory
requirements. The external auditor is required to rotate the
audit partner responsible for the Group audit every five years.
Corporate governance report
Triad Group Plc Annual Report and Accounts 2022 | 19
Corporate governance report
Non-audit fees
During the year the Group did not engage its auditor for
any non-audit work, other than the review of the interim
statements which has been retrospectively agreed by the
Committee.
The Committee is responsible for reviewing any non-audit
work to ensure it is permissible under EU audit regulations
and that fees charged are justified, thus ensuring auditor
independence is preserved.
Appointment of external auditor
BDO LLP was reappointed external auditor in 2017
following a tendering process.
BDO LLP has confirmed to the Committee that they remain
independent and have maintained internal safeguards to
ensure that the objectivity of the engagement partner and
audit sta is not impaired.
Mandatory rotation of the auditor is required for the year
ending 31 March 2024 and the Board are preparing to apply
the appropriate tendering and selection process to appoint
a new auditor.
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.
Internal controls and risk management
The Board has applied the internal control and risk
management provisions of the Code by establishing
a continuous process for identifying, evaluating and
managing the significant and emerging risks faced by the
Group. The Board regularly reviews the process, which
has been in place from the start of the year to the date
of approval of this report and which is in accordance with
FRC guidance on risk management, internal control and
related financial and business reporting. The Board is
responsible for the Group's system of internal control and
for reviewing its eectiveness. 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 eectiveness of the Group's systems
of internal financial control and risk management. The
Board’s monitoring covers all controls, including financial,
operational and compliance controls and risk management.
It is based principally on reviewing reports from
management to consider whether significant weaknesses
and risks are eectively managed and, if applicable,
considering the need for more extensive monitoring.
The Board has also performed a specific assessment for the
purpose of this annual report. This assessment considers all
significant aspects of internal control and risk management
arising during the period covered by the report.
The key elements of the internal control and risk
management systems are described below:
•
Clearly documented procedures contained in a series of
manuals covering Group operations and management,
which are subject to internal project audit and external
audit as well as regular Board review.
•
The Group’s controls include appropriate segregation of
duties which are embedded in the organisation
•
The Group has a formal process for planning, reporting
and reviewing financial performance against strategy,
budgets, forecasts and on a monthly, bi-annual and
annual basis.
•
An appropriate budgeting process where the business
prepares budgets for the coming year, which are
approved by the Board.
•
Close involvement in the day-to-day management of the
business by the Executive Directors.
•
Regular meetings between the Executive Chairman,
Executive Directors and senior managers to discuss and
monitor potential risks to the business, and to implement
mitigation plans to address them.
Remuneration Committee
The Remuneration Committee is responsible for setting
remuneration for Executive Directors and the Chairman in
accordance with the remuneration policy below. In addition, the
Committee is responsible for recommending and monitoring
the level and structure of remuneration for senior management.
The Group’s Remuneration Committee is authorised to
take appropriate counsel to enable it to discharge its duty
to make recommendations to the Board in respect of all
aspects of the remuneration package of Directors. The
Committee also takes into account the general workforce
remuneration awards when setting Director remuneration.
The Directors’ remuneration report can be found on page 22.
20 | Triad Group Plc Annual Report and Accounts 2022
Corporate governance report
Whistleblowing
Sta may contact the senior independent non-Executive
Director, in confidence, to raise genuine concerns of possible
improprieties in financial reporting, or employee related matters.
Board evaluation
Board members are made fully aware of their duties and
responsibilities as Directors of listed companies and are
supported in understanding and applying these by established
and more experienced Directors. The Executive Chairman
continuously evaluates the ability of the Board to perform
its duties and recognises the strengths and addresses any
weaknesses of the Board. In addition, training is available
for any Director at the Group’s expense should the Board
consider it appropriate in the interests of the Group.
Relations with shareholders
Substantial time and eort 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 Ocer 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 sucient.
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 sucient.
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 sta provide constraints to improving
ratios in the short-term.
By order of the Board
James McDonald
Company Secretary
25 May 2022
Triad Group Plc Annual Report and Accounts 2022 | 21
22 | Triad Group Plc Annual Report and Accounts 2022
Directors’ remuneration report
On the following pages we set out the remuneration report for the year ended 31 March 2022. The members of the
Remuneration Committee are shown in the Corporate Governance report on page 16.
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 years’
Annual General Meeting.
During the year the Committee carefully reviewed Directors’ remuneration. Given the recent profitable growth of the business,
and the continued positive trajectory under strong strategic and operational guidance, the Committee awarded salary
increases to the Executive Directors during the year. Outside of the normal course of business, the Committee also awarded
one-time discretionary payments to the Executive Directors to reward and strengthen their continued commitment.
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 2021 Annual General Meeting of the Company and was approved by 100% of
shareholders with 4,481 votes withheld. See page 13 of the Directors’ report for further details of voting rights.
The Committee welcomed the unanimous approval of the shareholders, which represented 43% of the total shareholding. The
Committee aims to align meaningful remuneration with Group financial performance by taking into account the dicult 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 has taken steps to further align the remuneration of the Directors with shareholders by revising the Remuneration
Policy and implementing the Triad Employee Share Incentive Plan. The Policy and Plan were put to the shareholders at the General
Meeting held on 25 March 2022, where the Policy was approved by 99.9% of shareholders votes with 5,558 votes withheld. The Plan
was also approved by 99.9% of shareholder votes with 1,408 votes withheld.
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 2022 General Meeting.
Triad Group Plc Annual Report and Accounts 2022 | 23
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.
24 | Triad Group Plc Annual Report and Accounts 2022
Element & purpose Operation Maximum payable Performance metrics
Employee Share
Incentive Plan
Incentivises long-
term value creation,
aligning the interests
of Executives and
shareholders through
share awards.
The Remuneration Committee
may make share awards annually
under the Plan.
The Plan will give the Remuneration
Committee flexibility to make
awards in the form of conditional
awards (performance share award).
Performance share awards shall
have a performance period of at
least 3 years.
Awards shall not vest in full any
earlier than 3 years, but the
Remuneration Committee retains
discretion to vest in tranches.
Awards made to Executive
Directors will have an additional
post-vesting holding period of 2
years during which shares cannot
be sold other than to settle tax
liabilities which may arise.
Malus and clawback provisions
apply.
The maximum award that may be
granted shall be 200% of salary.
Awards may have performance
conditions attached.
The Remuneration Committee
has discretion to determine
appropriate measures, targets and
ranges in respect of each award
when made.
The Remuneration Committee
may also adjust the formulaic
outcome of awards where it
deems that it is not reflective of
overall business performance.
The award of shares under the Plan or EMI scheme is at the sole discretion of the Remuneration Committee: there is no
contractual entitlement for any Director to receive an award annually or otherwise. The Group does not believe that a
performance related annual cash bonus is appropriate at the present time and that solely equity-based incentives are a more
appropriate mechanism for incentivising, rewarding and retaining Executive Directors.
Shareholding Guidelines
The Remuneration Committee is introducing shareholding guidelines in order to encourage a build-up of shares over time for
the Executive Directors.
Whilst there is no formal requirement beyond the 2 year post-vesting holding period, the Remuneration Committee expects that
a substantial portion of shares earned from incentive arrangements will continue to be held by the Executive Directors in the
longer term.
Policy table – non-Executive Directors
Element
Relevance to short and
long-term strategic
objectives
Operation Maximum payable Performance metrics
Fees Competitive fees to
attract experienced
Directors.
Reviewed annually. In general, the level of fee
increase for the non-
Executive Directors will be
set taking account of any
change in responsibility.
Not applicable.
The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their
own remuneration.
Directors’ remuneration report
Triad Group Plc Annual Report and Accounts 2022 | 25
Malus and Clawback provisions
The Plan contains malus and clawback provisions which may trigger in exceptional circumstances and which include:
•
material misstatement of company accounts;
•
fraud, gross misconduct or misbehaviour;
•
materially mistaken, misrepresented or incorrect information has been used to assess the value of an award;
•
an error in assessing or setting performance conditions;
•
material reputational damage or
•
a downturn in financial performance or corporate failure for which the relevant individual is responsible or has significantly
contributed to.
Malus may apply until settlement, and clawback may apply after vesting for up to 2 years, and these provisions allow the
Remuneration Committee to recover value delivered in connection with awards and amend or reduce awards in the above
circumstances (potentially to nil).
Discretion
The Remuneration Committee has discretion in several areas of the remuneration policy as set out in this report. The
Remuneration Committee may also exercise operational and administrative discretions under relevant plan rules approved
by shareholders as set out in those rules. In addition, the Remuneration Committee has the discretion to amend the
remuneration policy in respect of minor or administrative matters where it would be, in the opinion of the Remuneration
Committee, disproportionate to seek or await shareholder approval.
As noted, the Remuneration Committee reviews all incentive outturns to assess whether they align to the overall
performance of the business and the experience of its key stakeholders over the period e.g., shareholders and employees.
The Remuneration Committee retains discretion to adjust the formulaic outcome of incentives upwards or downwards to
reflect its judgement. Any such exercise of discretion will be disclosed in the relevant annual report.
Pre-existing remuneration arrangements and minor changes
The Remuneration Committee may make remuneration payments outside of the terms of this remuneration policy where the
terms of the payment were agreed prior to the introduction of this or prior remuneration policies, provided the terms were in
line with the remuneration policy in place at that time, or where the terms were agreed prior to the relevant Director being a
member of the Board. Any such payments may be satisfied in line with the terms agreed.
Approach to recruitment remuneration
The Group’s remuneration policy is to provide remuneration packages which secure and retain management of the highest
quality. Therefore, when determining the remuneration packages of new Executive Directors, the Remuneration Committee
will structure a package in accordance with the general policy for Executive Directors as shown above. In doing so the
Remuneration Committee will consider a number of factors including:
•
the salaries and benefits available to Executive Directors of comparable companies;
•
the need to ensure Executive Directors’ commitment to the continued success of the Group;
•
the experience of each Executive Director; and
•
the nature and complexity of the work of each Executive Director.
The Remuneration Committee may determine that an initial salary positioning below market is appropriate and in those
circumstances, may in the years following appointment award increases greater than levels awarded to the wider workforce
in the short-term.
Incentive levels will be in line with the limits for Executive Directors and the structure will be as permissible under the policy.
If applicable, relocation allowances may be made in line with the policy.
The Company may oer to buy out incentives which have been forfeited from a previous employer. Where such awards are made,
they will seek to match the value and time horizons of foregone awards and will reflect any performance conditions attached.
The Company will not make any sign-on bonuses or “golden hello” payments when appointing Executive Directors.
Directors’ remuneration report
26 | Triad Group Plc Annual Report and Accounts 2022
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 M Fulton 19/02/1997 1 month
A Leer 03/03/2015 6 months
C J Duckworth 01/07/2017 1 month
T J Eckes 01/01/2020 6 months
C M Rigg 01/01/2020 1 month
J McDonald 16/06/2020 6 months
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 oce
The primary principle underpinning the determination of any payments on loss of oce is that payments for failure will not
be made. Contracts and incentive plan rules have been drafted in such a way that the Remuneration Committee has the
necessary powers to ensure this. It is the Group’s policy in relation to Directors’ contracts that:
•
Executive Directors should have contracts with an indefinite term providing for a maximum of six months’ notice by either party.
•
non-Executive Directors should have terms of engagement for an indefinite term providing for one month notice by either party.
•
there is no provision for termination payments to Directors.
In relation to the Plan, awards will normally lapse for a leaver and the plan rules contain Good Leaver provisions that shall
determine the treatment of awards in the following cases:
•
death,
•
ill-health, injury, disability
•
the employing company / business / part of the business being transferred outside of the Group or
•
any other reason at the discretion of the Remuneration Committee
In such cases:
•
Awards will ordinarily be pro-rated based on time served over the vesting period.
•
Vesting will normally occur at the normal time except upon death where vesting may be accelerated.
•
Performance conditions shall still apply.
The Remuneration Committee reserves discretion however to determine the exact treatment of awards having due regard to
the circumstances at the relevant time.
Consideration of employment conditions elsewhere in the Group
In setting the Executive Directors’ remuneration, the Committee takes into account the pay and employment conditions
applicable across the Group in the reported period. No consultation has been held with employees in respect of Executive
Directors’ remuneration.
Directors’ remuneration report
Triad Group Plc Annual Report and Accounts 2022 | 27
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:
2022
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 60 – – 60 – – 60
A Leer ¹ 163 18 30 211 161 161 372
T J Eckes ² 133 2 21 156 64 64 220
J McDonald ³ 139 – 14 153 64 64 217
Non-Executive
A M Fulton 40 – – 40 – – 40
C J Duckworth 35 – – 35 – – 35
C Rigg 35 – – 35 – – 35
Total 605 20 65 690 289 289 979
2021
Director
Basic salary
and fees
Benefits in
kind
Pension
Total Fixed
Pay
Other
Total
Variable Pay
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive
J C Rigg 60 – – 60 – – 60
A Leer 161 15 25 201 – – 201
T J Eckes 131 3 17 151 5 5 156
J McDonald
(appointed 16.06.20)
105 – 11 116 – – 116
Non-Executive
A M Fulton 40 – – 40 – – 40
C J Duckworth 35 – – 35 – – 35
C Rigg 35 – – 35 – – 35
Total 567 18 53 638 5 5 643
Directors’ remuneration report
28 | Triad Group Plc Annual Report and Accounts 2022
¹ Adrian Leer’s basic salary was increased from £175,000 to £200,000 p.a. with eect from 1 January 2022.
² Tim Eckes’ basic salary was increased to £150,000 p.a. with eect from 1 January 2022.
3
James McDonald’s basic salary was increased to £150,000 p.a. with eect from 1 January 2022.
4
Tim Eckes basic salary and car allowance was agreed on 16 June 2020 at £130,000 p.a. and £10,200 respectively, eective 1 January 2020.
A total amount of £4,925 was paid in back-pay relating to the year ending 31 March 2020.
5
James McDonald was appointed Finance Director 16 June 2020 on a salary of £130,000 p.a. and car allowance of £10,200 p.a. eective 1 July 2020.
His salary, pension and benefits are pro-rated to reflect the period 16 June 2020 to 31 March 2021.
Other Remuneration
In November 2021, the Executive Directors were awarded a one-time discretionary payment for their commitment and
contribution during a very challenging year as follows: Adrian Leer £160,500, Tim Eckes £64,200 and James McDonald
£64,200. Other than vesting conditions in relation to outstanding share award schemes (see note 20), no performance
measures or targets were in place for either the year ended 31 March 2022 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 oce
There were no payments for loss of oce during the year.
Directors’ interests in shares
The Directors who held oce at the end of the financial year had the following beneficial interests in the ordinary shares of
the Company. No change has occurred between the year end and the date of this report.
1 April 2021 31 March 2022
A M Fulton 337,040 337,040
J C Rigg 4,509,400 4,594,400
A Leer 155,379 305,379
C J Duckworth 22,026 22,026
T J Eckes 60,374 120,374
C M Rigg 100,000 112,000
J McDonald – 27,600
Total 5,184,219 5,518,819
Directors’ remuneration report
Triad Group Plc Annual Report and Accounts 2022 | 29
Directors’ remuneration report
Directors’ share options
EMI scheme
The interests of Executive Directors in the EMI share option scheme were as follows:
At beginning
of year
Forfeited
during year
Exercised
during year
At end
of year
Exercise
price
Exercise period
A Leer:
granted 09.03.18 150,000 – (150,000) – 53.5p 09.03.21 to 09.03.28
T J Eckes:
granted 09.03.18 60,000 – (60,000) – 53.5p 09.03.21 to 09.03.28
210,000 – (210,000) –
As the performance conditions were met all 210,000 above were exercisable on 1 April 2021 and were subject to relevant close
period (2021: nil).
Share options are exercisable provided that the relevant performance requirement has been satisfied.
For options granted on 9 March 2018: The vesting date was set at 31 March 2021 and the exercise period ends on 9 March
2028, and 100% of the shares granted under an Option will vest if the Company’s share price at 31 March 2021 has increased
by 30% or more from the share price as at the date of grant. 50% of shares granted under an Option will vest if the Company’s
share price at 31 March 2021 has increased by 15% from the share price as at the date of grant. Between these upper and
lower thresholds, awards vest on a straight-line basis.
The total share-based payment expense recognised in the year in respect of Directors’ EMI share options is nil (2021: £13,619).
The market price of the Company’s shares was 130p at 31 March 2022 and the range during the year was between 95p and 165p.
The total cash remitted to the Company by the Directors to exercise the share options during the year was £112k (2021: nil)
Restricted Stock Units
On 30 March 2022 the Committee awarded the Executive Directors the following restricted stock units (RSUs):
Director Date award made Number
Performance
condition
Vesting date
Adrian Leer 30 March 2022 60,000 135.0p 30 March 2025
Tim Eckes 30 March 2022 60,000 135.0p 30 March 2025
James McDonald 30 March 2022 60,000 135.0p 30 March 2025
The Award will Vest if the Board determines that the Market Value of a Share on the third anniversary of the Award Date is
equal to or greater than the Market Value of a Share on the Award Date. The market value at the Award Date is 135p.
The total share-based payment expense recognised in the year in respect of Directors’ RSU share options is £114 (2021: nil).
Malus, clawback and hold over periods are as per the Plan.
Further details relating to share awards can be found in note 20.
30 | Triad Group Plc Annual Report and Accounts 2022
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.
Fledging
Triad
TRD v FTSE Fledgling Index
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
50
100
150
200
250
300
350
400
450
500
Index
Chief Executive remuneration
For the financial year ended 31 March 2022 the salary of the Executive Chairman was £60,000 (2021: £60,000). Employee
salaries increased, on average, by 3.8% in the year.
The remuneration paid to the Executive Chairman for the financial years 2013 to 2022 were as follows:
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
£25,000 £25,000 £25,000 £25,000 £25,000 £60,000 £60,000 £60,000 £60,000 £60,000
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 £653k (2021: £nil), see note 9. The total
employee remuneration (including Directors) during the year was £8.620m (2021: £5.705m).
Directors’ remuneration report
Triad Group Plc Annual Report and Accounts 2022 | 31
Percentage change in Directors’ remuneration
The tables below show the change in Directors’ remuneration 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).
Basic salary and fees 2021 2022
J C Rigg 0% 0%
A Leer 0% 3.6%
T J Eckes n/a 0.1%
J McDonald n/a 9.4%
A M Fulton 0% 0%
C J Duckworth 0% 0%
C Rigg n/a 0%
Employees of the Company 3.7% 3.8%
Benefits in kind ¹ 2021 2022
J C Rigg n/a n/a
A Leer (1.7%) 19.9% ²
T J Eckes n/a (23.4%)
J McDonald n/a n/a
A M Fulton n/a n/a
C J Duckworth n/a n/a
C Rigg n/a n/a
Employees of the Company (5.7%) (18.3%)
¹ The negative values in this table represent a reduction in costs for the provision of identical benefits
² Represents the increase in provision of company car
Other (includes commission and bonus payments) 2021 2022
J C Rigg n/a n/a
A Leer n/a 100%
T J Eckes n/a 100%
J McDonald n/a 100%
A M Fulton (100%) ³ n/a
C J Duckworth n/a n/a
C Rigg n/a n/a
Employees of the Company (9.5%) (44.3%)
Represents back pay paid in 2020
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 twice to discuss Directors’ remuneration. No external advice was
sought in relation to matters discussed at this meeting.
Alistair Fulton
Chairman, Remuneration Committee
25 May 2022
Directors’ remuneration report
32 | Triad Group Plc Annual Report and Accounts 2022
Opinion on the financial statements
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s aairs as at 31
March 2022 and of the Group’s and Parent Company’s profit for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK adopted international accounting
standards;
•
the Parent Company financial statements have been properly prepared in accordance with UK adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Triad Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for
the year ended 31 March 2022 which comprise the Group and Parent Company statements of comprehensive income and
expense, the Group and Parent Company statements of changes in equity, the Group and Parent Company statements of
financial position, the Group and Parent Company statements of cash flows and notes to the financial statements, including
a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards and as regards the Parent Company financial statements,
as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sucient and appropriate to provide a
basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Directors to audit the financial statements
for the year ending 31 March 2006 and subsequent financial periods. The period of total uninterrupted engagement
including retenders and reappointments is 17 years, covering the years ending 31 March 2006 to 31 March 2022. We remain
independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services
prohibited by that standard were not provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the
Parent Company’s ability to continue to adopt the going concern basis of accounting included:
•
We considered the nature of the Group, its business model and related risks to going concern arising, including factors
that aect the current economic climate such as the ongoing impact of Covid-19 and other macro events such as the
Russia and Ukraine conflict.
•
We evaluated the Directors’ assessment of the Group’s and Parent Company’s ability to continue as a going concern,
including challenging the underlying data by checking the accuracy of the assessments by comparing actual outcomes
to prior year forecasts, client contracts and post year-end financial performance.
•
We examined the forecasts and stress test provided by the Group. We tested the integrity of the models by checking
the formulae, the arithmetic accuracy and any hard coding.
•
We challenged the rationale for the key assumptions, using our knowledge of the business and the sector, corroborating
to supporting documentation where appropriate.
Independent auditors’ report to the members of Triad Group Plc
Triad Group Plc Annual Report and Accounts 2022 | 33
•
Enquires were made of management as to any future events or conditions that may aect the Group’s ability to continue
as a going concern, we have also inspected the minutes of Board meetings to support our enquiries.
•
We obtained confirmation of the financing facilities available to the Group and assessed the availability of cash to the
Group over the forecast period and the level of cash headroom available
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
Coverage 100% of the Group profit before tax
Key audit matters Revenue recognition
2022 2021
X X
Materiality
Group financial statements as a whole
£85k (2021: £89k) based on 0.5% (2021: 0.5%) of revenue
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including assessing whether there was evidence of bias by the Directors that
may have represented a risk of material misstatement.
The Group operates solely in the United Kingdom. The Group consists of six companies, five which are dormant, with the
Parent Company being the only trading entity and significant component. The Group engagement team performed a full
scope audit on the Parent Company.
Independent auditors’ report to the members of Triad Group Plc
34 | Triad Group Plc Annual Report and Accounts 2022
Independent auditors’ report to the members of Triad Group Plc
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified, including those which had the greatest eect on: the overall audit strategy, the
allocation of resources in the audit, and directing the eorts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How the scope of our audit addressed key audit matter
Revenue recognition
As detailed in note 1
and 4 to the financial
statements.
We considered there to be
a significant risk over the
existence of revenue. We
believe this risk could manifest
itself through:
• fictitious invoices or
contractor/candidates;
• manipulation of cut-o;
• manipulation of revenue
through journal entries;
• manipulation of principal vs
agent; and
• manipulation of contractor
accrual.
In view of the significance of
revenue recognition to the
financial statements and the
potential for fraud this was
considered to be a key audit
matter.
We performed testing on a sample basis over the revenue postings pre
and post year end, agreeing the posting to supporting documentation,
checking that the transaction is recorded in the correct period.
We performed testing on a sample basis over the contractor costs
incurred before and after the year end, agreeing these to supporting
documentation and checking that the revenue associated with these
has been recorded in the correct period.
We performed testing on a sample basis over the timecards received
either side of the year end, agreeing them to sales invoices to ensure
they have been recorded in the correct period.
We performed testing on a sample basis over the revenue postings
throughout the year, agreeing the postings to payment, timecard,
confirmation of charge out rate and sales invoice as appropriate, to
check that the transactions exist and are recorded in line with the
accounting policy and in the correct accounting period.
We tested a sample of manual journal postings to revenue, agreeing
the posting to bank payment, sales invoices, credit notes and timecards
where appropriate.
We tested a sample of year end accrued and deferred income balances
and agreed them to sales invoices, bank payment where relevant and
timecards.
We tested a sample of new customers and contractors during the
period to supporting documentation to confirm existence.
We tested a sample of new contracts during the year to check that
revenue has been appropriately recognised as principal or agent as
appropriate.
We selected a sample of contracts for services provided in the year
and agreed the revenue recognised against the policy stipulated in
the contract to check that the revenue recognition was appropriate
and reviewed the accounting treatment to check compliance with the
requirements of the accounting standards.
Key observations:
Based on the procedures performed we did not identify any material
matters to report.
Triad Group Plc Annual Report and Accounts 2022 | 35
Independent auditors’ report to the members of Triad Group Plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the eect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their eect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group and Parent Company financial statements
2022
£k
2021
£k
Materiality 85 89
Basis for determining materiality 0.5% of revenue 0.5% of revenue
Rationale for the benchmark applied
Given the fluctuations in profit, we
consider revenue to be the most
appropriate benchmark as we believe
it is one of the principal considerations
for users of the financial statements in
assessing the financial performance and
development of the Group.
Given the fluctuations in profit, we
consider revenue to be the most
appropriate benchmark as we believe
it is one of the principal considerations
for users of the financial statements in
assessing the financial performance and
development of the Group.
Performance materiality 64 58
Basis for determining performance
materiality
75% of materiality. The threshold was
selected based on assessment of the
balances subject to estimation, the level
of audit dierences historically and the
mainly substantive approach to the audit.
The threshold was increased in the year
given the low level of audit dierences
arising historically.
65% of materiality. The threshold was
selected based on assessment of the
balances subject to estimation, the level
of audit dierences historically and the
mainly substantive approach to the audit.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit dierences in excess of £4k (2021: £2k).
We also agreed to report dierences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
36 | Triad Group Plc Annual Report and Accounts 2022
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors' statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 14; and
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 8.
Other Code provisions
• Directors' statement on fair, balanced and understandable set out on page 13;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 6;
• The section of the annual report that describes the review of eectiveness of risk management and
internal control systems set out on page 13; and
• The section describing the work of the audit committee set out on page 18.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by
the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Independent auditors’ report to the members of Triad Group Plc
Triad Group Plc Annual Report and Accounts 2022 | 37
Independent auditors’ report to the members of Triad Group Plc
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below:
•
Based on our understanding of the regulatory and legal framework applicable to the Group and Parent Company and
the industry in which it operates and considered the risk of acts by the Group and Parent Company which were contrary
to applicable laws and regulations, including fraud.
•
These included but were not limited to compliance with the Companies Act 2006, Corporate Governance, the UK listing
rules and UK tax legislation.
•
We focused on laws and regulations that could give rise to a material misstatement in the Group and Parent Company
financial statements. Our procedures included, but were not limited to the investigation, through the review of minutes
and enquires of management, of potential non-compliance with laws and regulations and review of the communications
with the regulatory bodies.
•
Our tests included, but were not limited to, agreement of the financial statement disclosures to underling supporting
documentation, review of any correspondence with regulators and legal advisors and enquiries made of management.
•
Fraud risk could manifest itself in the existence of revenue through fictious invoices or contractor/candidates;
manipulation of cut-o; manipulation of revenue through journal entries; manipulation of principal vs agent; and
manipulation of contractor accruals. The audit procedures performed in relation to revenue recognition are documented
in the key audit matter section of our audit report.
•
We also addressed the risk of management override of internal controls, including testing journals and evaluating
whether there was evidence of bias in any key estimates that represented a risk of material misstatement due to fraud.
•
We tested the appropriateness of journal entries and other adjustments and assessed whether the judgements made
in making accounting estimates could be indicative of a potential bias. We evaluated the business rationale of any
significant transactions that are unusual or outside the normal course of business.
•
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
38 | Triad Group Plc Annual Report and Accounts 2022
Triad Group Plc Annual Report and Accounts 2022 | 39
Independent auditors’ report to the members of Triad Group Plc
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
James Fearon
(Senior Statutory Auditor)
25 May 2022
For and on behalf of BDO LLP, Statutory Auditor
London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
40 | Triad Group Plc Annual Report and Accounts 2022
Statements of comprehensive income and expense
for the year ended 31 March 2022
Group and Company
Note
2022
£’000
2021
£’000
Revenue
4 17 ,0 15 17 ,815
Cost of sales (12,231 ) (14, 005 )
Gross profit
Administrative expenses (3,6 76 ) (3, 124 )
Profit from operations
5 1, 108 686
Finance income 13 10 15
Finance expense 6 (37 ) (57 )
Profit before tax
Tax Credit 8 88 41
Profit for the year and total comprehensive income
attributable to equity holders of the parent
Basic earnings per share
10 7 . 16 p 4.28 p
Diluted earnings per share
10 7 .04 p 4.24 p
All amounts relate to continuing activities.
The notes on pages 44 to 62 form part of the financial statements.
Triad Group Plc Annual Report and Accounts 2022 | 41
Statements of changes in equity for the year ended 31 March 2022
Group
Share
Capital
£’000
Share premium
account
£’000
Capital redemption
reserve
£’000
Retained earnings
£’000
Total
£’000
At 1 April 2020 160 660 104 3,631 4,555
Profit for the year and total
comprehensive income
Ordinary shares issued – 6 – – 6
Share-based payments – – – 37 37
At 1 April 2021 160 666 104 4,353 5,283
Profit for the year and total
comprehensive income
Ordinary shares issued 5 214 – – 219
Dividend paid (note 9) – – – (653 ) (653 )
Share-based payments – – – – –
At 31 March 2022 165 880 104 4,869 6,018
Company
Share
Capital
£’000
Share premium
account
£’000
Capital redemption
reserve
£’000
Retained earnings
£’000
Total
£’000
At 1 April 2020 160 660 104 3,626 4,550
Profit for the year and total
comprehensive income
– – – 685 685
Ordinary shares issued – 6 – – 6
Share-based payments – – – 37 37
At 1 April 2021 160 666 104 4,348 5,278
Profit for the year and total
comprehensive income
– – – 1,169 1,169
Ordinary shares issued 5 214 – – 219
Dividend paid (note 9) – – – (653) (653)
Share-based payments – – – – –
At 31 March 2022 165 880 104 4,864 6,013
Share capital represents the amount subscribed for share capital at nominal value.
The share premium account represents the amount subscribed for share capital in excess of the nominal value.
The capital redemption reserve represents the nominal value of the purchase and cancellation of its own shares by the
Company in 2002.
Retained earnings represents the cumulative net gains and losses recognised in the statement of comprehensive income
and expense.
The notes on pages 44 to 62 form part of the financial statements.
42 | Triad Group Plc Annual Report and Accounts 2022
Statements of financial position at 31 March 2022
Group Company
Note
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Non-current assets
Intangible assets 11
2
6
Property, plant and equipment 12
278
225
Right-of-use assets 13
345
532
Finance lease receivables 13
–
85
Trade and other receivables 15
130
–
Deferred tax 8
161
73
916
921
Current assets
Trade and other receivables 15
2,554
2,514
Finance lease receivables 13
84
108
Cash and cash equivalents 16
5,325
4,918
7,963
7,540
Total assets 8,879
8,879
8,461
Current liabilities
Trade and other payables 17
(2, 134 )
(2,248 )
(2,139)
(2,253)
Short term provisions 18
(61 )
(61)
–
Lease liabilities 13
(269 )
(307 )
(269)
(307)
(2,464 )
(2,555 )
(2,469)
(2,560)
Non-current liabilities
Trade and other payables 17
(104 )
(104)
–
Long term provisions 18
(136 )
(19 7 )
(136)
(197)
Lease liabilities 13
(157 )
(426 )
(157)
(426)
(397 )
(623 )
(397)
(623)
Total liabilities (2,861 )
(3, 178 )
(2,866)
(3,183)
Net assets 6,018
6,013
5,278
Shareholders’ equity
Share capital 19
165
160
Share premium account
880
666
Capital redemption reserve
104
104
Retained earnings
4,864
4,348
Total shareholders’ equity 6,018
6,013
5,278
Triad Group Plc is registered in England and Wales with registered number 02285049
The financial statements on pages 40 to 63 were approved by the Board of Directors and authorised for issue on 25 May
2022 and were signed on its behalf by:
Adrian Leer
Director
James McDonald
Director
Registered number 02285049
The notes on pages 44 to 62 form part of the financial statements.
Triad Group Plc Annual Report and Accounts 2022 | 43
Statements of cash flows for the year ended 31 March 2022
Group and company
Note
2022
£’000
2021
£’000
Cash flows from operating activities
Profit for the year before taxation
Adjustments for:
Profit on sale of asset
(7 )
Depreciation of property, plant and equipment
Amortisation of right of use assets
Amortisation of intangible assets
Interest received
(10 )
(15 )
Finance expense
Share-based payment expense
Changes in working capital
(Increase)/Decrease in trade and other receivables
(169 )
(Decrease)/Increase in trade and other payables
(11 )
Cash generated by operations
Foreign exchange gain
Net cash inflow from operating activities 1, 198
Investing activities
Finance lease interest received
Finance lease payments received
Proceeds from sale of asset
Purchase of intangible assets
(1 )
(1 )
Purchase of property, plant and equipment
(132 )
(38 )
Net cash used in investing activities (14 )
Financing activities
Proceeds of issue of shares
Lease liabilities principal payments
(307 )
(287 )
Lease liabilities interest payments
(37 )
(51 )
Dividends paid 9
(653 )
Net cash outflow from financing activities (77 7 )
(332 )
Net increase in cash and cash equivalents 407
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
16
The notes on pages 44 to 62 form part of the financial statements.
44 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
1. Principal accounting policies
Basis of preparation for Group and Company
The principal accounting policies adopted in the
preparation of the financial statements are set out below.
The policies have been consistently applied to all the years
presented, unless otherwise stated.
These financial statements have been prepared in
accordance with international accounting standards
in conformity with the requirements of the Companies
Act 2006 and with UK adopted International Financial
Reporting Standards (IFRSs).
These financial statements have been prepared on a going
concern basis.
These financial statements have been prepared on a
historical cost basis and are presented in pounds sterling,
generally rounded to the nearest thousand, the functional
currency of the Company.
Going concern
The Group’s business activities, together with the factors
likely to aect its future development, performance and
position, are set out in the Strategic report. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are described in the Strategic report.
In addition, note 3 to the financial statements includes the
Group’s objectives, policies and processes for managing its
capital, its financial risk management objectives, details of its
financial instruments and hedging activities, and its exposure
to credit risk and liquidity risk. The Group meets its day to
day working capital requirements through cash reserves and
an invoice finance facility (which is currently unutilised).
The Group operates an ecient low-cost and historically
cash generative model. The client base generally consists of
large blue-chip entities, particularly within the public sector,
enjoying long-term and productive client relationships. As
such, debtor recovery has been reliable and predictable with
a low exposure to bad debts. For the year ended 31 March
2022, the Group has not utilised any external debt, the current
finance facilities or accessed any Government support
schemes (2021: nil). Due to the ability to operate services
remotely, the Group has remained in full operation throughout
the pandemic periods and it is expected that it will continue
to do so. The success of the business during the year ended
31 March 2022 illustrates the operational flexibility of both the
Group and its current and future client base.
The going concern assessment considered a number of
realistic scenarios covering the period ending 30 September
2023, including the ability of future client acquisition, and the
impact of the reduction in services of key clients upon future
cash flows. In addition, in the most severe scenario possible,
a reverse stress test was modelled which included all current
client contracts discontinued at expiry with no extension or
replacement and with no cost mitigation. Even in the 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 sucient headroom
in cash balances to continue in operation.
Further information in relation to the Directors’ consideration
of the going concern position of the Group is contained in
the Viability statement on page 8.
After making enquiries, including a review of the wider
economy including Brexit, inflationary pressures and the
Ukraine conflict, the Directors have a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the foreseeable future and at least
twelve months from the date of approval of the financial
statements. Accordingly, they continue to adopt the going
concern basis in preparing the annual report and accounts.
Basis of consolidation
Where the Company has control over an investee, it is classified
as a subsidiary. The Company controls an investee if all three
of the following elements are present: power over the investee,
exposure to variable returns from the investee and the ability
of the investor to use its power to aect those variable returns.
The consolidated financial statements present the results
of the Company and its subsidiaries (“the Group”) as if they
formed a single entity. Intercompany transactions and balances
between Group companies are therefore eliminated in full.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of
accumulated depreciation and any impairment in value.
Depreciation is calculated as to write o the cost of assets,
less their estimated residual values, on a straight-line basis
over the expected useful economic lives of the assets
concerned. Depreciation is charged to administrative
expenses in the statement of comprehensive income and
expense. The principal annual rates used for this purpose are:
%
Computer hardware 25–33
Fixtures and fittings 10–33
Motor vehicles 25–33
Leasehold improvements 10–33
Triad Group Plc Annual Report and Accounts 2022 | 45
Notes to the financial statements for the year ended 31 March 2022
Intangible assets
Intangible assets are stated at cost, net of accumulated
amortisation and any impairment in value. The cost of
internally developed software is the attributable salary
costs and directly attributable overheads.
Amortisation is calculated to write o the cost of assets, less
their estimated residual values, on a straight-line basis over
the expected useful economic lives of the assets concerned.
Amortisation is charged to administration expenses in the
statement of comprehensive income and expense. The
principal annual rates used for this purpose are:
%
Purchased computer software 25–33
Impairment of non-financial assets
Non-financial assets are subject to impairment tests
whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. Where
the carrying value of an asset exceeds its recoverable
amount the asset is written down accordingly. Impairment
is charged to administration expenses in the statements of
comprehensive income and expense.
Trade and other receivables
Trade and other receivables are initially recognised at fair
value plus transaction costs, and subsequently measured
at amortised cost using the eective interest method, less
provision for impairment.
At each reporting date an amount of impairment is recognised
as lifetime expected credit losses (lifetime ECL’s).
Lifetime ECL’s are calculated using a provision matrix that
groups trade receivables according to the time past due, and
at provision rates based on historical observed default rates,
adjusted for forward looking estimates. At every reporting
date, the historical observed default rates and forward-
looking estimates are updated.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial
position comprises cash held on demand with banks. The
carrying amount of these assets is equal to their fair value.
Trade and other payables
Trade and other payables are recognised initially at fair
value, and subsequently measured at amortised cost using
the eective interest method.
Leases
The Group as Lessee:
All leasing arrangements, where the Group is the lessee
(defined as leases that last more than one year or of a high
value), are recognised as a lease liability and corresponding
right-of-use asset.
Lease liability:
The lease liability is calculated as the discounted total
fixed payments for the lease term, termination payments,
exercise price of purchase options, residual value
guarantee and certain variable payments. An interest
charge is recognised in the statement of comprehensive
income and expense on the lease liability at an incremental
borrowing rate. The lease liability is presented across
separate lines (current and non-current) in the statement
of financial position. The lease liability increases to reflect
the interest charge on the lease liability, at an incremental
borrowing rate. The lease liability reduces over the period
of the lease as payments are made. The lease liability is re-
calculated if there is a modification, a change in the lease
term, a change in the lease payments or a change in the
assessment to purchase the underlying assets.
Right-of-use assets:
The right-of-use asset is calculated as the original lease
liability, initial direct costs and amounts paid upfront. The
right of use asset is subsequently measured at cost less
accumulated amortisation. The amortisation is charged on
a straight-line basis over the life of the lease.
The Group as lessor:
For the year ended 31 March 2022 lessor arrangements
follow the accounting treatment ‘IFRS 16 Leases’. Where
the lease indicates a finance lease a lease receivable
is recognised. The lease receivable is calculated as the
discounted total lease receipts for the lease term.
Interest income is subsequently recognised in the
statement of comprehensive income and expense on the
lease receivable and the balance reduces over the lease
term as receipts are received.
Foreign currencies
Assets and liabilities expressed in foreign currencies are
translated into sterling at the exchange rate ruling on the
date of the statement of financial position. Transactions
in foreign currencies are recorded at the exchange rate
ruling as at the date of the transaction. All dierences on
exchange are taken to the statement of comprehensive
income and expense in the year in which they arise.
46 | Triad Group Plc Annual Report and Accounts 2022
Revenue
Revenue recognised in any financial period is based on the
delivery of performance obligations and an assessment
of when control is transferred to the customer. Revenue is
either recognised at a ‘point in time’ when a performance
obligation has been performed, or ‘over time’ as control of
the performance obligation is transferred to the customer.
The majority of the Group’s revenue is derived from the
provision of services under time and materials contracts.
Performance obligations under such contracts relate to
the provision of sta to customers. The transaction price
of the performance obligation is determined by reference
to charge-out rates for supplied sta and are specified in
the contract. Since the customer simultaneously receives
and consumes the benefits of the Group’s performance
obligations under such contracts, revenue is recognised
over time using the output method which uses a direct
measurement of value to the customer of the services
transferred to date.
Where temporary workers are supplied to customers, the
associated revenue is recognised gross (inclusive of the
cost of the temporary workers) since the Group is acting
as principal. Under IFRS 15, in order to be recognised as
principal, there must be a transfer of control between
the vendor and the customer. Where the Group provides
temporary contractors, it is acting as principal since it
receives resourcing requirements directly from the customer,
has prime responsibility to find suitable candidates and
negotiate pay rates with them, and delivers the resources
to the client including acceptance that the service provided
meets the client’s expectations. Revenue is therefore
recognised as the gross amount invoiced to customers.
In relation to time and materials contracts, since it has a right to
consideration from a customer in an amount that corresponds
directly with the value to the customer of the Group’s
performance completed to date, the Group recognises revenue
in the amount to which it has a right to invoice.
Revenue from fixed price contracts, which may include
software and product development or support contracts,
is determined by reference to those fixed prices, agreed
at inception of the contract. For fixed price contracts
revenue is recognised on an over time basis using the input
(percentage completion) method. Percentage completion is
calculated as the total hours worked as at the statement of
financial position date divided by the total expected hours
to be worked to complete the project
Revenue for permanent recruitment services is based on
a percentage of a successful candidate’s remuneration
package, as agreed with the customer at inception of the
contract. Revenue is recognised at a point in time when
the performance obligation has been satisfied at the time
the candidate commences employment and subject to a
provision for clawback of fees for candidates that leave
prior to the notice period ending.
Notes to the financial statements for the year ended 31 March 2022
Revenue from licences is recognised net at the point of
transaction. The Group enters into a distinct contract with
a client for the licences. The Group acts as a reseller and
the Client is bound by the terms and conditions of the end
user agreement of the licence provider. As control of the
licences are transferred to the client at contract agreement,
the Group is acting as agent which enables the recognition
of revenue at the point of transaction.
The Company has taken advantage of the practical
exemption not to disclose the value of unfilled performance
obligations as the contracts ongoing at the period end are
for less than 12 months.
Taxation
The charge for taxation is based on the profit or loss for
the year as adjusted for disallowable items. It is calculated
using tax rates that have been enacted or substantively
enacted by the statement of financial position date.
Full provision is made for deferred tax on all temporary
dierences resulting from the dierence between the carrying
value of an asset or liability and its tax base, and on tax
losses carried forward indefinitely. Deferred tax assets are
recognised to the extent that it is probable that the deferred
tax asset will be recovered in the foreseeable future. Deferred
tax is calculated at the tax rates that are expected to apply to
the period when the asset is realised or liability is settled.
Pension costs
Contributions to defined contribution plans are charged to
the statements of comprehensive income and expense as
the contributions accrue.
Share-based payments
Share-based incentive arrangements are provided to
employees under the Group’s share option and conditional
share incentive award scheme. Both awards granted
to employees are valued at the date of grant using an
appropriate option pricing model and are charged to
operating profit over the performance or vesting period of
the scheme. The annual charge is modified to take account
of shares forfeited by employees who leave during the
performance or vesting period and, in the case of non-
market related performance conditions, where it becomes
unlikely the option will vest.
Provisions
A provision is recognised when the Group has a legal or
constructive obligation as a result of a past event and it
is probable that an outflow of economic benefits will be
required to settle the obligation. If the eect is material,
expected future cash flows are discounted using a current
pre-tax rate that reflects the risks specific to the liability.
Calculations of these provisions require judgements to be
made. The Group has provided for property dilapidation as
detailed in note 18.
Triad Group Plc Annual Report and Accounts 2022 | 47
Notes to the financial statements for the year ended 31 March 2022
New standards and interpretations
Climate change accounting
In preparing the Consolidated financial statements
management has considered the impact of climate change,
particularly in the context of the disclosures included in the
Strategic Report. These considerations did not have a material
impact on the financial reporting judgements and estimates.
A number of amendments to existing standards have been
issued but which are not yet mandatory, and have not
been adopted by the Group in these financial statements.
The Directors do not anticipate that their adoption in
future periods will have a material impact on the financial
statements of the Group.
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 £0.3m (2021: £0.5m), a total
lease liability of £0.4m (2021: £0.7m) and a finance lease
receivable of £0.1m (2021: £0.2m) have been recognised in
accordance with the accounting policies on page 45 with
respect to IFRS 16 ‘Leases’. During the previous year, a rent
review was undertaken on the Milton Keynes lease, which
resulted in an increase to the right of use asset and to
the lease liability of £0.08m. 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 be
calculated with relation to the first available break date
as the expectation is that the lease break will be taken.
•
Incremental borrowing rate (IBR): The Directors have
calculated the IBR at 5%, based upon readily available
credit facilities and Bank of England base rate,
covering a time frame commensurate with the time to
the first available break date.
Dilapidation provisions:
The Directors have recognised a dilapidation provision for
both the leases held totalling £197,000 (2021: £197,000).
The provision is required to recognise the costs of
restoring the properties to their original state at the end of
the lease period. The provision has been calculated using
generally accepted industry averages of between 15 and
20% of lease costs and the Directors’ experience with the
landlords as well as experience in similar negotiations.
Deferred taxation:
The Directors have recognised a deferred tax asset
of £161k (2021: £73k). This asset is to recognise the
expectation that corporation tax losses brought forward
will be utilised against future taxable profits. The Directors’
have based this upon a conservative estimation of the level
of taxable profits in the medium-term.
3. Financial risk management
The Group uses financial instruments that are necessary to
facilitate its ordinary purchase and sale activities, namely
cash, bank borrowings in the form of a receivables finance
facility and trade payables and receivables: the resultant
risks are foreign exchange risk, interest rate risk, credit
risk and liquidity risk. The Group does not use financial
derivatives in its management of these risks.
The Board reviews and agrees policies for managing these
risks and they are summarised below. These policies are
consistent with last year.
3.1 Financial risk factors
Foreign exchange risk
There are a small number of routine trading contracts with
both suppliers and clients in euros. In all such circumstances
the contracts with supplier and client will be in the same
currency thereby mitigating the Group’s exposure to
movements in exchange rates. Payments and receipts are
made through a bank account in the currency of the contract
therefore balances held in any foreign currency are to
facilitate day to day transactions. With a functional currency
of sterling there are the following foreign currency net assets:
Group and company
Note
2022
£'000
2021
£'000
Currency: Euros
Cash and cash equivalents 16
86
156
Trade and other receivables 15
(10)
–
Trade and other payables 17
–
(10)
76
146
Any change in currency rates would have no significant
eect on results.
48 | Triad Group Plc Annual Report and Accounts 2022
Interest rate risk
The Group has access to a financing facility with a major
UK bank. At the balance sheet date in the current or prior
year this facility has not been utilised. The facility borrowing
rate 1.75% above base rate and so when required to be
utilised, this represents an interest rate risk.
Cash balances are held in short-term interest-bearing
accounts, repayable on demand: these attract interest rates
which fluctuate in relation to movements in bank base rate.
This maintains liquidity and does not commit the Group to
long term deposits at fixed rates of interest.
There were no borrowings, aside from lease liabilities
arising from the application of IFRS 16, during the year.
Credit risk
The Group is mainly exposed to credit risk from credit sales.
It is Group policy to assess the credit risk of new customers
before entering into contracts. Each new customer is
assessed, using external ratings and relevant information
in the public domain, before any credit limit is granted. In
addition, trade receivables balances are monitored on a
regular basis to minimise exposure to credit losses. The
amount credited to the income statement during the year in
respect of expected credit losses was £5,000 (2021: credited
to the income statement £7,000).
The Group is also exposed to credit risk from contract assets,
being revenue earned but not yet invoiced (note 15).
The Group also has credit risk from cash deposits with banks
(note 16).
The Group’s maximum exposure to credit risk is:
Note
2022
£'000
2021
£'000
Finance lease receivable 13
84
193
Trade and other receivables 15
2,113
1,996
Contract assets 15
212
170
Other debtors 15
208
229
Cash and cash equivalents 16
5,325
4,918
7,942
7,506
Liquidity risk
The Group’s liquidity risk arises from its management of
working capital. The Group has a facility to borrow an
amount up to 90% of approved trade debtors subject to
a maximum limit of £2.6m. The facility may be terminated
by the bank and Group with one and three month’s written
notice respectively. The Board receives regular cash flow
and working capital projections to enable it to monitor its
available headroom under this facility. At the statement
of financial position these projections indicated that the
Group expected to have sucient liquid resources to meet
its reasonably expected obligations. Maturity of financial
liabilities is set out in note 17.
Capital risk management
The Group’s capital comprises of shareholders’ equity. Its
objectives when managing capital are to safeguard the Group’s
ability to continue as a going concern in order to maximise
shareholder value. To maintain or adjust the capital structure
the Group may adjust the dividend payment to shareholders,
return capital to shareholders, issue new shares or alter the
level of borrowings.
3.2 Fair value estimation
The carrying value of financial assets and liabilities
approximate their fair values.
Notes to the financial statements for the year ended 31 March 2022
Triad Group Plc Annual Report and Accounts 2022 | 49
Notes to the financial statements for the year ended 31 March 2022
4. Revenue
The Group operates solely in the UK. All material revenues are generated in the UK.
The largest single customer contributed 35% of Group revenue (2021: 47%) and was in the public sector. Two other
customers contributed more than 10% of Group revenue (2021: one).
Disaggregation of revenue
In accordance with IFRS 15, the Group disaggregates revenue by contract type as management believe this best depicts how
the nature, timing and uncertainty of the Group’s revenue and cash flows are aected by economic factors. Accordingly, the
following table disaggregates the Group’s revenue by contract type:
Group and company 2022
£'000
2021
£'000
Time and materials
16,593
17,344
Fixed price
118
175
Percentage fee based
211
296
Licences
93
–
17,015
17,815
The Group also disaggregates revenue by operating sector reflecting the dierent commercial risks (e.g. credit risk) associated
with each.
Group and company 2022
£'000
2021
£'000
Public sector
11,090
11,357
Private sector
5,925
6,458
17,015
17,815
Contract balances
For all contracts, the Group recognises a contract liability to the extent that payments made are greater than the revenue
recognised at the period end date. When payments are made less than the revenue recognised at the period end date, the Group
recognises a contract asset for the dierence.
Contract assets and contract liabilities are included within ‘trade and other receivables’ and ‘trade and other payables’
respectively on the face of the statement of financial position.
Contract assets Contract liabilities
Group and company
2022
£’000
2021
£’000
2022
£’000
2021
£’000
At 1 April
170
68
(256)
(41)
Transfers in the period from contract assets to trade receivables
(170)
(68)
–
–
Excess of revenue recognised over cash (or right to cash) being
recognised in the period
471
170
–
–
Amounts included in contract liabilities that was recognised as
revenue in the period
–
–
256
41
Cash received in advance of performance and not recognised as
revenue in the period
–
–
(116)
(256)
At 31 March
471
170
(116)
(256)
There is no expectation of a material expected lifetime credit loss arising in relation to contract assets.
50 | Triad Group Plc Annual Report and Accounts 2022
5. Profit from operations
2022
£'000
2021
£'000
Profit from operations is stated after charging:
Profit on disposal of fixed asset
–
(7)
Depreciation of owned assets
79
80
Amortisation of right of use assets
187
173
Amortisation of intangible assets
5
5
Auditor remuneration:
Audit of financial statements: Group and company
66
59
Non-audit services
2
2
6. Finance expense
2022
£'000
2021
£'000
Interest expense on lease liability
37
51
Net foreign exchange loss
–
6
Total finance expense
37
57
7. Employees and Directors
Group and company 2022
Number
2021
Number
Average number of persons (including Directors) employed
Senior management
10
9
Fee earners
77
42
Sales
8
8
Administration and finance
9
9
104
68
The number of permanent fee earners as at 31 March 2022 was 95 (2021: 58).
Sta costs for the above persons (including Directors)
2022
£'000
2021
£'000
Wages and salaries
6,995
4,599
Social security costs
827
537
Defined contribution pension costs
798
532
Equity settled share-based payments
–
37
8,620
5,705
Notes to the financial statements for the year ended 31 March 2022
Triad Group Plc Annual Report and Accounts 2022 | 51
Notes to the financial statements for the year ended 31 March 2022
Directors
2022
£'000
2021
£'000
Emoluments
894
593
Benefits in kind
20
18
Money purchase pension contributions
65
57
Total remuneration
979
668
Social security costs
115
73
1,094
741
Three Directors (2021: 3) had retirement benefits accruing under money purchase pension schemes. Key management
personnel are considered to be the Directors.
8. Tax (credit)/charge
2022
£'000
2021
£'000
Current tax
Current tax on profits for the year
–
–
Deferred tax
Increase in recognised deferred tax asset
(85)
(41)
Change in tax rate
(3)
–
Total tax credit for the year
(88)
(41)
The dierences between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to profits
for the year are as follows:
2022
£'000
2021
£'000
Profit before tax
1,081
644
Profit before tax multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)
205
122
Expenses not deductible for tax purposes
8
2
Allowances recognised
(91)
–
Recognition of deferred tax on losses
(220)
(165)
Change in tax rate
(3)
–
Prior year adjustments
13
–
Tax credit for the year
(88)
(41)
52 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
2022
£'000
2021
£'000
Deferred tax asset
The movement in deferred tax is as follows:
At beginning of the year
73
32
Reversal of previously unrecognised deferred tax on losses
85
41
Tax rate changes
3
–
At end of the year
161
73
Deferred tax assets have been recognised in respect of tax losses where the Directors believe it is probable that the
assets will be recovered. This expectation of recovery is calculated by modelling conservative estimates of future taxable
profits that can be oset with historic trading losses brought forward. A deferred tax asset amounting to £473,000 (2021:
£550,000) has not been recognised in respect of trading losses of £1,892,000 (2021: £2,896,000), which can be carried
forward indefinitely.
Deferred tax assets have not been recognised for potential temporary dierences arising from unexercised share options of £22k
(2021: £29k) and general provisions of £42k (2021: £11k) as the Directors believe it is not certain these assets will be recovered.
The UK Budget on 3 March 2021 announced an increase in the UK corporation tax rate from 19% to 25% with eect from
1 April 2023. The eect of the rate increase is reflected in the consolidated financial statements as has been substantively
enacted at the balance sheet date.
9. Dividends
2022
£'000
2021
£'000
Final dividend for the year ended 31 March 2021 – 2p per share
323
–
Interim dividend for the year ended 31 March 2022 – 2p per share
330
–
Total dividend paid
653
–
The Directors propose a final dividend of 4p per share (2021: 2p per share), bringing the total dividend to 6p for the financial
year (2021: 2p per share).
10. 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:
2022
2021
Profit for the year
£1,169,000
£685,000
Average number of shares in issue
16,325,415
15,994,082
Eect of dilutive options
288,934
176,113
Average number of shares in issue plus dilutive options
16,614,349
16,170,195
Basic earnings per share
7.16p
4.28p
Diluted earnings per share
7.04p
4.24p
Triad Group Plc Annual Report and Accounts 2022 | 53
Notes to the financial statements for the year ended 31 March 2022
11. Intangible assets
Group and Company
Purchased software
£'000
Cost
At 31 March 2020 126
Additions 1
Disposals –
At 31 March 2021
127
Additions 1
Disposals –
At 31 March 2022 128
Accumulated amortisation/impairment
At 31 March 2020 116
Charge for the year 5
Disposals –
At 31 March 2021 121
Charge for the year 5
Disposals –
At 31 March 2022 126
Net book value
At 31 March 2022 2
At 31 March 2021 6
54 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
12. Property, plant and equipment
Group and company
Computer
hardware
£'000
Fixtures
& fittings
£'000
Motor
vehicles
£'000
Total
£'000
Cost
At 31 March 2020 191 502 39 732
Additions 31 7 – 38
Disposals (3) – (35) (38)
At 31 March 2021 219 509 4 732
Additions 43 89 – 132
Disposals (26) (8) – (34)
At 31 March 2022 236 590 4 830
Accumulated depreciation
At 31 March 2020 143 287 27 457
Charge for the year 22 54 4 80
Disposals (3) – (27) (30)
At 31 March 2021 162 341 4 507
Charge for the year 28 51 – 79
Disposals (26) (8) – (34)
At 31 March 2022 164 384 4 552
Net book value
At 31 March 2022 72 206 – 278
At 31 March 2021 57 168 – 225
13. Leases
The Group as a lessee:
The Group has leases contracts for its oce premises with terms remaining ranging from 1 to 3 years. The lease liability has
been calculated on the basis of the termination option being taken. There are no other future cash outflows in relation to the
lease to which the Group is potentially exposed. Each lease is represented on the balance sheet as a right of use asset and
a lease liability. Short-term leases are not recognised and expensed to the profit and loss statement.
Triad Group Plc Annual Report and Accounts 2022 | 55
Notes to the financial statements for the year ended 31 March 2022
Right-of-use assets
The carrying amounts of the right-of-use assets are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2020
Opening position 622 622
Rent review increase 83 83
Amortisation (173) (173)
At 31 March 2021 532
532
Amortisation (187) (187)
At 31 March 2022 345
345
Lease liabilities
The carrying amount of the lease liabilities recognised are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2020
Opening position 938 938
Rent review increase 82 82
Interest expense 51 51
Lease payments (338) (338)
At 31 March 2021
733
733
Interest expense 37 37
Lease payments (344) (344)
At 31 March 2022
426
426
At the balance sheet date, the Group had outstanding commitments for future lease payments as follows:
At 31 March 2021
Up to
3 months
£’000
Between
3 and 12 months
£'000
Between
1 and 2 years
£'000
Between
2 and 5 years
£'000
Discounted lease liabilities 77 230 269 157
Undiscounted lease liabilities 86 258 290 167
At 31 March 2022
Up to
3 months
£’000
Between
3 and 12 months
£'000
Between
1 and 2 years
£'000
Between
2 and 5 years
£'000
Discounted lease liabilities 81 188 121 36
Undiscounted lease liabilities 86 204 129 38
56 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
The Group as a lessor:
Finance lease receivables
The Group has entered into a lease arrangement considered to be a finance lease, representing rentals payable to the
Group for a rental of a proportion of a leased property. The carrying amounts of the lease receivable asset are as follows:
Land and buildings Total
£'000 £'000
At 31 March 2020
Opening position 297 297
Interest income 15 15
Payments received (119) (119)
At 31 March 2021
193
193
Interest income 10 10
Payments received (119) (119)
At 31 March 2022
84
84
At the balance sheet date, the Group had future lease receivables as follows:
At 31 March 2021
Up to
3 months
£’000
Between
3 and 12 months
£'000
Between
1 and 2 years
£'000
Discounted lease receivables 27 81 85
Undiscounted lease receivables 30 89 89
At 31 March 2022
Up to 3 months
£'000
Between 3 and 12
months
£'000
Discounted lease receivables
28 56
Undiscounted lease receivables
30 59
The total lease receivable of £84k (2021: £193k) is disclosed as non-current assets of £nil (2021: £85k) and current assets
of £84k (2021: £108k).
Triad Group Plc Annual Report and Accounts 2022 | 57
Notes to the financial statements for the year ended 31 March 2022
14. Investments
Company
Investments are:
(a) Generic Software Consultants Limited (“Generic”), a 100% subsidiary undertaking, in respect of both voting rights and
issued shares, which is registered in England and Wales and has an issued share capital of 5,610 US$1 ordinary shares.
The investment is stated in the Company’s books at £440.
Up to 31 March 2009 Generic acted as an agent for the business, but did not enter into any transactions in its own
right: its business was included within the figures reported by the Company. On 1 April 2009 the agency agreement was
terminated and all business is now conducted directly by the parent company including its Generic business.
(b) Triad Special Systems Limited, Generic Online Limited, Zubed Geospatial Limited, Zubed Sales Limited, are all 100%
subsidiaries which are registered in England and Wales. They are dormant companies, which have never traded. Each
has a share capital of £1.
The registered oce of Triad Special Systems is Huxley House, Weyside Park, Catteshall Lane, Godalming, Surrey
GU7 1XE. The registered oce of the other subsidiaries is 3 Caldecotte Lake Business Park, Caldecotte Lake Drive,
Caldecotte, Milton Keynes MK7 8LF.
15. Trade and other receivables
Group and company 2022
£'000
2021
£'000
Trade receivables
1,868
2,015
Less: provision for expected credit losses
(14)
(19)
Trade receivables-net
1,854
1,996
Contract assets
212
170
Unbilled income
259
–
Other debtors
208
229
Trade and other receivables
2,533
2,395
Prepayments
151
119
2,684
2,514
Analysed as:
Non-current asset: unbilled income
130
–
Current asset
2,554
2,514
Total
2,684
2,514
Other debtors of £208k (2021: £229k) is with respect to legal costs recoverable and accrued interest thereon with a
shareholder who holds more than 20% of the company’s issued share capital. The fair value of trade and other receivables
approximates closely to their book value.
Unbilled income is in respect to the billing profile of a licence agreement.
58 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
The lifetime expected credit losses on trade receivables as at 31 March 2022 is calculated as follows:
Group and company Expected
default rate
(A)
%
Gross carrying
amount
(B)
£'000
Credit loss
allowance
(A x B)
£'000
Current
0.75 1,856 13
Up to 30 days past due
5.0 12 1
1,868 14
No provision has been recognised for contract assets and other debtors as they are expected to be fully recovered.
The lifetime expected credit losses on trade receivables as at 31 March 2021 were calculated as follows:
Group and company Expected
default rate
(A)
%
Gross carrying
amount
(B)
£'000
Credit loss
allowance
(A x B)
£'000
Current
0.75 1,931 15
Up to 30 days past due
5.0 84 4
2,015 19
Movements on the provision for expected credit loss are as follows:
Group and company 2022
£'000
2021
£'000
At beginning of the year
19
26
Charged to income statement
–
–
Credited to income statement
(5)
(7)
At end of the year (credit loss allowance)
14
19
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
Group and company 2022
£'000
2021
£'000
Sterling
2,543
2,395
Euros
(10)
–
2,533
2,395
Triad Group Plc Annual Report and Accounts 2022 | 59
Notes to the financial statements for the year ended 31 March 2022
16. Cash and cash equivalents
Group and company 2022
£'000
2021
£'000
Cash available on demand
5,325
4,918
The fair value of cash and cash equivalents approximates closely to their book value.
The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies:
Group and company 2022
£'000
2021
£'000
Sterling
5,239
4,762
Euros
86
156
5,325
4,918
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash, as detailed above.
The Group has access to a financing facility with a major UK bank. At the balance sheet date in the current or prior year this
facility has not been utilised. The facility borrowing rate is 1.75% above base rate.
17. Trade and other payables
Group Company
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Trade payables
667
923
667
923
Accruals
525
324
525
324
Owed to subsidiary
–
–
5
5
1,192
1,247
1,197
1,252
Contract liabilities
116
256
116
256
Other taxation and social security
930
745
930
745
2,238
2,248
2,243
2,253
Analysed as:
Current liability
2,134
2,248
2,139
2,253
Non-current liability: accruals
104
–
104
–
Total
2,238
2,248
2,243
2,253
The majority of trade and other payables are settled within three months from the year end.
The fair value of trade and other payables approximates closely to their book value.
60 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
The carrying amount of trade and other payables is denominated in the following currencies:
Group Company
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Sterling
1,192
1,237
1,197
1,242
Euros
–
10
–
10
1,192
1,247
1,197
1,252
18. Provisions
Group and company
Provision for
property dilapidation
£’000
At 1 April 2021 197
Additions –
Charged to income statement –
Utilised in year –
At 31 March 2022
197
The maturity profile of the present value of provisions is as follows:
Group and company 2022
£'000
2021
£'000
Current
Provision for property dilapidation
61
–
Non-current
Provision for property dilapidation
136
197
The provision for property dilapidation covers the estimated future costs required to meet obligations under property leases
to redecorate and repair property.
Triad Group Plc Annual Report and Accounts 2022 | 61
Notes to the financial statements for the year ended 31 March 2022
19. Share capital
2022
2021
Ordinary shares of 1p each
Issued, called up and fully paid:
Number
16,539,579
16,028,579
Nominal value
£165,396
£160,286
During the year 511,000 1p ordinary shares were issued as a result of the exercise by employees of share options:
Number Option price Increase in Increase in share capital Increase in Increase in share premium
129,000 13.5p £1,290 £16,125
5,000 11.0p £50 £500
377,000 53.5p £3,770 £197,925
511,000 £5,110 £214,550
20. Share-based payments
At 31 March 2022, 228,000 options granted under employee share option schemes remain outstanding:
Date option granted Number Exercise price Period options exercisable
18 September 2014 70,000 11.0p 18 September 2017 to 18 September 2024
9 March 2018 158,000 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 are subject to the
following performance conditions:
For options granted on 9 March 2018: 100% of the shares granted under an option will vest if the Company’s share price at
31 March 2021 has increased by 30% or more from the share price as at the date of grant. 50% of shares granted under an
option will vest if the Company’s share price at 31 March 2021 has increased by 15% from the share price as at the date of
grant. Between these upper and lower thresholds, awards vest on a straight-line basis.
For options granted on 18 September 2014: in at least one financial year after the date of grant, the Company shall have
achieved a positive basic earnings per share (subject to adjustment to exclude identified exceptional items), as reported in
its audited annual accounts.
Options have been valued using the Black-Scholes option-pricing model. No performance conditions were included in the
fair value calculations.
No options were granted during the year (2021: nil).
During the year, a number of restricted stock units were granted under the new Triad Employee Share Incentive Plan, and
remain outstanding as follows:
Date award made Number Performance condition Vesting date
30 March 2022 750,000 135.0p 30 March 2025
The Award will Vest if the Board determines that the Market Value of a Share on the third anniversary of the Award Date is
equal to or greater than the Market Value of a Share on the Award Date. The market value at the Award Date is 135.0p.
The total expense recognised in the year is £476 (2021: £37,000).
62 | Triad Group Plc Annual Report and Accounts 2022
Notes to the financial statements for the year ended 31 March 2022
A reconciliation of the total share award movements over the year to 31 March 2022 is shown below:
2022 2021
Number
of options
Weighted
average
exercise
price
Pence
Number of
options
Weighted
average
exercise
price
Pence
Outstanding at start of year
739,000 42.2
817,600 40.3
Granted
750,000 1.0
– –
Exercised
(511,000) 43.0
(48,600) 12.5
Forfeited
– –
(30,000) 38.0
Outstanding at end of year
978,000 10.2
739,000 42.2
Exercisable at end of year
228,000 40.5
739,000 42.2
There were 511,000 share options exercised during the year. There are no share options held by Directors in the above
figures, and a total of 180,000 restricted stock units (RSUs). Transactions with Directors are set out in the Directors’
remuneration report on page 22.
The weighted average share price at the date of exercise for share options exercised during the period was 118.2p (2021:
75.6p). The options outstanding as at 31 March 2022 had an exercise price of 11.0p or 53.5p, and with respect to the RSUs
135.0p, with a weighted average remaining contractual life of 3.4 years (2021: 5.4 years).
The inputs into the share-based payments model to calculate the RSU awards were as follows:
Expected volatility 35%
Expected life 3 years
Risk-free rate 1.7%
Exercise price 1p
Valuation 135p
21. Related party transactions and ultimate control
The Group and Company rents one of its oces under a lease expiring in 2028, with a break clause in 2023. The current
annual rent of £215,000 was fixed, by independent valuation, at the last rent review in 2008. J C Rigg, a Director, has notified
the Board that he has a 50% beneficial interest in this contract. The balance owed at the year-end was £nil (2021: £nil).
There is no ultimate controlling party.
Triad Group Plc Annual Report and Accounts 2022 | 63
Five year record
For accounting periods commencing after 1 April 2018 the accounting treatment changed due to the introduction of IFRS 9
and IFRS 15. For the accounting period commencing 1 April 2019 further changes were made due to the introduction of IFRS
16. Therefore the accounting policies over the period detailed below will vary and be inconsistent.
Consolidated income statement
Years ended 31 March
2022
£’000
2021
£’000
2020
£’000
2019
£’000
2018
£’000
Revenue
17,015
17,815 19,354 22,713 27,819
Gross profit
4,784
3,810 2,854 4,376 4,724
Profit/(Loss) before tax
1,081
644 (602) 1,017 1,662
Tax credit/(charge)
88
41 (159) (132) (38)
Profit/(Loss) after tax
1,169
685 (761) 885 1,624
Retained profit/(loss) for the financial year
1,169
685 (761) 885 1,624
Basic earnings/(loss) per share (pence)
7.16
4.28 (4.76) 5.60 10.45
Balance sheet
As at 31 March
2022
£’000
2021
£’000
2020
£’000
2019
£’000
2018
£’000
Non-current assets
916
921 1,236 411 463
Current assets
7,963
7,540 6,581 7,937 7,736
Current liabilities
(2,464)
(2,555) (2,399) (2,483) (2,997)
Non-current liabilities
(397)
(623) (863) (99) (77)
Net assets
6,018
5,283 4,555 5,766 5,125
Share capital
165
160 160 160 156
Share premium account
880
666 660 659 619
Capital redemption reserve
104
104 104 104 104
Retained earnings
4,869
4,353 3,631 4,843 4,246
Equity shareholders’ funds
6,018
5,283 4,555 5,766 5,125
64 | Triad Group Plc Annual Report and Accounts 2022
Shareholders’ information and financial calendar
Share register
Equiniti 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
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
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
aecting 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 oce.
Company Secretary and registered oce:
James McDonald
Triad Group Plc
Weyside Park
Catteshall Lane
Godalming
Surrey
GU7 1XE
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
Financial calendar
Annual General Meeting
The date of the AGM is to be confirmed.
Financial year ended 31 March 2023: expected announcement of results
Half-year November 2022
Full-year June 2023
Executive Directors
John Rigg, Chairman
Adrian Leer, Managing Director
Tim Eckes, Client Services Director
James McDonald, Finance Director
Non-Executive Directors
Alistair Fulton
Chris Duckworth
Charlotte Rigg
Secretary and registered oce
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
Legal form
Company number
02285049
Registered Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Brokers
Arden Partners plc
125 Old Broad Street
London
EC2N 1AR
Solicitors
Freeths
Davy Avenue
Knowlhill
Milton Keynes
MK5 8HJ
Bankers
Lloyds Bank plc
City Oce
11–15 Monument Street
London
EC3V 9JA
Registrars
EQ
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Corporate information
Triad Group Plc Annual Report and Accounts 2022 | 65
01908 278450
www.triad.co.uk
Godalming office:
Huxley House
Weyside Park
Catteshall Lane
Godalming
Surrey GU7 1XE
Milton Keynes office:
Building 3 Caldecotte Lake Business Park
Caldecotte Lake Drive
Milton Keynes MK7 8LF