Annual Report and Accounts

TRIAD GROUP PLC

20222023

GROSS PROFIT AS A PERCENTAGE OF REVENUE

31 MARCH 2023:

2022:

23.6%

28.1%

GROSS PROFIT

31 MARCH 2023:

2022:

£3.5m

£4.8m

Financial Highlights:

REVENUE FOR THE YEAR ENDED

31 March 2023:

CASH RESERVES

31 MARCH 2023:

2022:

£14.9m

£4.8m

£17.0m

£5.3m

PROFIT BEFORE TAX

31 MARCH 2023:

2022:

£0.0m

£1.1m

(LOSS)/PROFIT AFTER TAX

31 MARCH 2023:

2022:

(£0.0m)

£1.2m

Triad Group Plc | Annual Report for the year ended 31 March 2023

Table of contents

02 Strategic report

14 Directors’ report

17 Corporate governance report

22 Directors’ remuneration report

32 Independent auditor’s 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 2023

Financial highlights

Year ended

31 March

2023

Year ended

31 March

2022

Difference

Revenue £14.9m £17.0m -£2.1m

Gross Profit

£3.5m

£4.8m -£1.3m

Gross Profit %

23.6%

28.1% -4.5%

Profit before tax £0.0m £1.1m -£1.1m

(Loss)/Profit after

tax

(£0.0m)

£1.2m -£1.2m

Cash reserves £4.8m £5.3m -£0.5m

Basic (loss)/

earnings per share

(0.27p)

7.16p -7.43p

Final dividend –

proposed

4p 4p –

Chairman’s statement

Dr John Rigg

Financial headlines

For the year ended 31 March 2023 the Group reports

revenue of £14.9m (2022: £17.0m). The gross profit as a

percentage of revenue has reduced to 23.6% (2022: 28.1%)

primarily as a result of reduced levels of consultant utilisation

in the first half. The profit before tax reduced to £9k (2022:

£1.1m). The loss after tax was £44k (2022: profit £1.2m). Cash

reserves have reduced to £4.8m (2022: £5.3m). The reasons

for this performance are explained below.

The first half performance was negatively impacted by

the external economic and political environment, but the

Group recovered in the second half of the year primarily

through achieving new business wins. Total revenue in the

year reduced by a net £2.1m due to the ongoing increase

of consultancy revenues as a proportion of total revenue,

serviced by permanent fee earning consultants. Gross

profit as a percentage of revenue has reduced to 23.6%

(2022: 28.1%) due to the increased number of consultants

temporarily off charge in the first half of the year. This is in

any case a requirement if we are to have the capacity and

rapid reaction capability to achieve future growth. Cash has

reduced by £0.5m during the year to £4.8m (2022: £5.3m),

which is the net effect of improved operating cash flows

offset by a larger dividend distribution to shareholders.

Overview of results

In my statement dated 30th November 2022 regarding the

first half results, I said that “Although the results for the first

half are obviously disappointing, I must emphasise that they

are entirely due to external factors beyond our control”.

I also said that the outlook was extremely positive. I am

now delighted to report that my optimism has proved to be

fully justified. During the second half of the financial year,

we have retrieved the losses reported in the unaudited

interim financial statements of the first half and I regard this

as a remarkable achievement on the part of the Directors

and staff of the Group, for which I tender my wholehearted

thanks and appreciation.

Outlook

Our vital signs continue to be extremely strong. Staff turnover

is very low, our recruitment of the highest quality consultants

continues apace, cash flow is very healthy, and the quality

of our work is being rewarded by impressive levels of

compliment from our major clients. Our margins and overhead

control continue to be extremely robust. The comments I

made regarding the future in my ‘Outlook’ statement on the

30th November are still totally valid. We have successfully

ridden out the effects of the Covid-19 pandemic.

Strategic report

We are increasingly focusing our executive Board and senior

management on outward facing activity in order to raise our

profile and continue to create long term relationships of trust

and confidence with our major clients and new ones to come.

This reflects the next stage in regaining our traditional culture

as a consultant led, high quality, boutique operation, after

significant strengthening of the management structure.

Our corporate strategy is based on the longer term and

we believe the Group is capable of organically expanding

substantially and in a quality controlled way for a number

of years to come, which of course should be reflected in

profits and dividends. I look forward to the future with

great enthusiasm.

Board Update

On 1 June 2023, positive steps were taken to consolidate

and strengthen the Triad Board with the promotion of non-

Executive Director Charlotte Rigg to Deputy Executive

Chairman and the appointment of Alison Lander to the position

of non-Executive Director. Charlotte was appointed to the

Board as non-Executive Director on 1 January 2020, and during

her time with the business has proven to be an invaluable

member of the Board. Alison has many years’ experience in the

IT sector, including an extensive working relationship with Triad,

and her appointment will bring relevant and valuable experience

to the Board.

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 (2022: 4p per share), which

together with the interim dividend already paid of 2p (2022: 2p

per share), totals 6p per share for the financial year (2022: 6p

per share).

Employees

On behalf of the Board of Directors, I would like to thank all

of the staff for their commitment and contribution during a

very important year.

John Rigg

Executive Chairman

9 June 2023

Triad Group Plc Annual Report and Accounts 2023 | 3

4 | Triad Group Plc Annual Report and Accounts 2023

Strategic report

Our law enforcement footprint increased significantly during

the year. On top of work with our long-term national law

enforcement client, we also delivered projects concerned

with the digital implementation of recent law enforcement

legislation as it relates to international crime. Our relationship

with the Home Office’s Accelerated Capability Environment

(ACE) went from strength to strength, and we became

one of the select ACE Core+ partners within the ACE

community. A source of real advantage is that over 90% of

our consultants are already security-cleared, meaning that

we have been able to mobilise teams at short notice to work

within sensitive domains.

From a public sector perspective, it is extremely gratifying

to see that our work is directly helping to make the country

safer, cleaner, greener and more efficient. Within the private

sector, we successfully completed our delivery programme

within Westcoast. The Westcoast CIO praised not only our

delivery capabilities but also upskilling of the Westcoast

team, enabling them to utilise the latest engineering methods

on a self-sufficient basis.

Our Microsoft 365 specialists continued to offer solutions

to a range of clients including Electoral Commission, RES,

QEnergy and BEIS. In all cases, clients are relying on us for

the benefits of low-code solutions which are as robust and

durable as their more engineered cousins.

Our user centred design team have continued to combine

the latest academic thinking with creative approaches to

championing the needs of the user, resulting in the delivery

of systems which are a pleasure to use.

Routes to market were improved during the year with

successful enrolment on to the National Highways ITC

Framework, in addition to ongoing participation in frameworks

including DOS, G-Cloud, and Digital Services & Programmes.

Significant investment went into the development of our

“Communities of Practice” model. The three practice

areas cover (a) business analysis, user research, and user

experience (b) technical and (c) delivery management, project

management and PMO. Every consultant is a member of at

least one practice area, and these are self-organising groups

that seek to develop the collective skill-base to continuously

improve our client offering. Cutting across the practice areas

we developed “The Model Consultant” framework, aimed at

producing a consistently rewarding experience for our clients

and providing staff with a means of continuous professional

development. The solidification of these support systems

during the year is a crucial part of preparing the Company for

further headcount development.

Managing Director’s statement

Adrian Leer

Business commentary

The Chairman has set out some of the external macro

conditions that made for a challenging first half. I am

delighted with the way in which our teams responded to that

difficult first half, resulting in a profit for the year overall.

The Company has made some bold changes to its operating

model, a happy consequence of which has been a significant

increase in consultant headcount. With nearly twice the

number of consultants since 2021, it has been critically

important to retain the Triad culture that has permeated

through the business for nearly 35 years. The combination of

challenges and rewarding work throughout the year has seen

that culture not only preserved but enriched. We now have

a strong platform for future headcount growth that does not

compromise the quality of service cherished by our clients.

When it comes to client delivery, the year saw another

significant contribution to improving public services in the

UK, a source of great pride and satisfaction to all in the

company. Highlights included the delivery of an array of

project outcomes into the Ministry of Justice. Our team of

project management and programme management specialists

were involved in projects including digital prisons, technology

delivery into prison cells, legacy platform retirement initiatives,

and counter-fraud interventions. The service has bent and

flexed to accommodate a range of challenging objectives,

whilst consistently impressing the customer.

Elsewhere, we have enjoyed similar success at the erstwhile

Department of Business, Energy and Industrial Strategy

(BEIS). Operating across several discrete contracts, we

have supported BEIS in the areas of project management,

agile delivery, software development, platform migration

and technical architecture. Highlights have included the

successful launch of a case management system within

the Office of Product Safety and Standards, being part

of a mixed supplier/client team that won the accolade of

“Information Records Management Team of the Year” and

completing the Discovery stage for the Clean Heat Market

Mechanism service. The latter assignment cementing our

position as one of the digital leaders in the net zero space.

At Department for Transport, we successfully steered the

Road Transport Greenhouse Gas Service product through

a GDS Beta assessment; no mean feat for a system of such

complexity. It was particularly pleasing to pick up a range of

positive comments, including the extent to which our user

research activities addressed the accessibility needs of a wide

range of users, including those who identified as dyslexic.

Strategic report

Beyond delivery, the Company has continued to contribute

to the greater good. A number of volunteers took part in

the “Boycott your Bed” campaign run by the charity Action

for Children. The Company also achieved level two status

on the “Disability Confident” employer scheme, and we

continued to support the TechTalent Charter in its quest to

make the technology sector more accessible. The Company

also provided mentoring services to students from Hull and

Northampton universities, and is contributing actively to the

Digital Justice and the Central Government supplier forums

facilitated by the industry body TechUK.

Looking forward, it is pleasing to note that we start the new

year with a significant contract to deliver the Alpha and Beta

stages of the Clean Heat Market Mechanism, following a

competitive tendering process after the Discovery stage.

With significant extensions in place across a number of

existing clients, and a number of promising bids in the

pipeline, we are well positioned to build on the momentum

created within the second half of last year. We hope that

Crown Commercial Services makes good on its commitment

to restore the levels of transparency associated with the now

defunct Digital Marketplace in the replacement platform, as

this is a key ingredient in helping suppliers understand how

best to support buyers’ needs.

I would like to echo the Chairman’s vote of thanks to our

staff for their outstanding contributions, and to our clients

for allowing us the opportunity to support them in their

objectives.

Adrian Leer

Managing Director

9 June 2023

Triad Group Plc Annual Report and Accounts 2023 | 5

6 | Triad Group Plc Annual Report and Accounts 2023

Organisation overview

Triad Group Plc is engaged in the provision of information

technology consultants to deliver technology-enabled

business change to organisations in the public sector, private

sector, and not-for-profit sector.

Business model

The Group provides a range of consultancy services

to clients to help them deliver a tangible return on their

investment in technology. Our primary engagement model

is to deliver these services via our permanent consultants,

sometimes augmented by carefully selected associates.

We rely upon our in-house resourcing team to provide both

permanent and associate staff, ensuring that we maintain

tight control of our supply chain and quality at all times.

Our services span the delivery life cycle from high level

consulting, early strategy, programme management, project

delivery, software delivery, and support activities.

The Group operates mainly in the United Kingdom. Our

workforce is increasingly distributed across the UK too, and

we have permanent office space in Godalming (registered

office) and Milton Keynes.

Principal objectives

The principal objectives of the Group are to;

•

Provide clients with industry leading service in our

core skills.

•

Achieve sustainable profitable growth across the

business and increase long term shareholder value.

The key elements of our strategy to achieve our objectives are;

To provide a range of specialist services relevant to our

clients’ business

•

Our services include consultancy, change leadership,

project delivery, software development and business

insights. Further capacity and expertise may be

provided via our associate network.

•

We continue to adopt a “business first, technology

second” approach to solving our clients’ problems.

A cornerstone of our service offer is our consultancy

model, offering advice and guidance to clients in terms

of technology investments.

To develop long term client relationships across a broad

client base

•

Enduring client relationships fuel profitability. A

hallmark of our trading history has been the frequency

of repeat business, which itself has been a function

of outstanding delivery and proactive business

development within existing accounts.

•

Our consistent track record in this regard is our major

asset when developing propositions for new clients,

along with the use of case studies and references.

•

We have structured our service offering to enable

clients to engage early, thus enabling the building of

trust and confidence from the outset.

To work with partners

•

Our strategy includes working with carefully chosen

partners operating under their client frameworks in

addition to the frameworks on which Triad is listed. This will

expose more opportunities whilst reducing the cost of sale.

To leverage group capability and efficiency to increase

profitability

•

We continue to develop synergies across the Group’s

activities both externally and internally, driving better

outcomes for clients whilst improving efficiency and

effectiveness. The management team sets objectives to

ensure that these synergies are exploited.

•

We enable our clients to benefit from access to a full range

of IT services, delivered through a single, easy to access,

point of sale.

•

We will continue to provide the highest quality of service to

our customers through our teams of skilled consultants and

market experts.

Principal risks and uncertainties

The Group’s business involves risks and uncertainties,

which the Board systematically manages through its

planning and governance processes.

The Board has conducted a robust assessment of the

principal risks facing the Group, examining the Group’s

operating environment, scanning for potential risks to the

health and wellbeing of the organisation. The Directors

factor into the business plan the likelihood and magnitude

of risk in determining the achievability of the operational

objectives. Where feasible, preventive and mitigating

actions are developed for all principal risks.

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.

Strategic report

Triad Group Plc Annual Report and Accounts 2023 | 7

Strategic report

The outputs of this management review form part of the

Board’s governance process, reviewed at regular Board

meetings. When emerging risks arise, these are reviewed

by senior management on an immediate basis and

communicated to the Board as appropriate.

The principal risks identified are:

IT services market

The demand for IT services is affected by UK market

conditions. This includes, for example, fluctuations in political

and economic uncertainty, and the level of public sector

spending. Negative impacts can reduce revenue growth and

maintenance due to the loss of key clients, reduction in sales

pipelines and reduction in current services. The creation of

new services, acquisition of new clients and the development

of new commercial vehicles are 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 affect the Group’s

marketplace due to an impact on Government spending

plans and the cancellation or delay of IT projects. The

strong relationships the Group enjoys with a large range of

public sector clients within the UK mitigated this risk during

the year. 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 has not had a

direct impact, and is not considered to do so in the future,

however there may be a secondary effect as a result of the

impact on the wider economy. The Directors will continue

to monitor this situation closely.

Inflationary pressures and the challenging interest rate

environment in the UK mainly affect the Group’s ability to

attract and retain staff as wage inflation will continue to be

a risk to the business. The Group’s response to this risk is

outlined within the Availability of staff below.

Revenue visibility

The pipeline of contracted orders for time and materials

consultancy work can be relatively short and this reduces

visibility on long-term revenue generation. Political

uncertainty, particularly in the public sector, can reduce

visibility in securing new business. The Board carefully

reviews forecasts to assess the level of risk arising from

business that is forecast to be won and maintains very

strong relationships with key client relationships.

Availability of staff

In an extremely difficult market for talent acquisition, the ability

to access appropriately skilled resources, recruit and retain the

best quality staff is key to ensuring the ability to deliver profitable

growth and deliver IT services to our clients. This situation has

been exacerbated by the cost of living crisis which has resulted

in 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 staff development programme

to ensure continuous personal growth and consistent staff

engagement. The on-boarding of new consultants is managed

by a highly experienced and dedicated team of resourcing

professionals, and this provides quality assurance processes to

accelerate hiring and reduce attrition.

Competition

The Group operates in a highly competitive environment.

The markets in which the Group operates are continually

monitored to respond effectively to emerging opportunities

and threats. The Group ensures a high quality of service to

long-tenured clients, which includes continuous review of

delivery against project plan and obtaining client feedback.

This promotes longevity of client relationships and to a high

degree mitigates the risk of competition.

The risk associated with environmental, social and corporate

governance (ESG) is considered to be low, although the

group takes its responsibilities in this regard very strongly.

Details of these responsibilities can be found on page 9.

There are or may be other risks and uncertainties faced

by the Group that the Directors currently deem immaterial,

or of which they are unaware, that may have a material

adverse impact on the Group.

The risk appetite of the Group is considered in light of the

principal risks and their impact on the ability to meet its

strategic objectives. The Board regularly reviews the risk

appetite which is set to balance opportunities for business

development and growth in areas of potentially higher risk,

whilst maintaining reputation, regulatory compliance, and

high levels of customer satisfaction.

Section 172 statement

Section 172 of the Companies Act 2006 requires Directors

to take into consideration the interests of key stakeholders

in the Group in their decision making. Engagement with the

Group’s stakeholders is essential to successfully managing

the business and the effectiveness of this engagement helps

to understand the impact of key decisions on stakeholders.

8 | Triad Group Plc Annual Report and Accounts 2023

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. Despite the political uncertainty in the

first half of the financial year which negatively impacted

the business, the Board awarded an interim dividend of

2p per share (2022: 2p per share) to shareholders. This

decision was made following a detailed review of second

half profitability and cash flow which showed a material

improvement. The Board has proposed a final dividend

of 4p per share for the year ended 31 March 2023 due to

the recent trading performance and expected cash flows

(2022: 4p per share).

•

Clients: Delivering a quality service is the key to the

Group’s future success, and effective and successful

delivery of services to our clients is the key focus of

the Group. To increase effectiveness, a constant review

of utilisation rates and delivery structures has been

undertaken to enhance the efficiency of the Group’s

service to clients. Key account delivery and management

tools have also been reviewed and enhanced to promote

efficiencies. The Group continues the strategy of building

permanent consultant numbers to improve and broaden

the skill sets and enhance delivery to clients, and utilise

associates only on a limited basis where rare technical

expertise is required.

•

Partners: Effective working relationships that enable

future growth are important to the Group. The Group

continue to cultivate strong relationships with our

business partners, which may include intermediaries

and sub-vendor arrangements, with regular dialogue and

updates to ensure that delivery to our shared clients is as

effective as possible. During the financial year, the Group

continued to explore delivery methods with partners that

enable the acquisition of new business.

•

Employees: Motivated and satisfied employees are

the lifeblood of our business and our people are key to

our success. The Group strives to achieve the highest

standards in its dealings with all employees. During the

financial year, the Group continued to deliver a high level

of communication with employees, including regular Group

meetings chaired by the Managing Director. One-to-one

meetings with employees and the Managing Director are

also available on request, which regularly take place. The

Group continued to provide appropriate comprehensive

induction and ongoing training tailored to individual

needs. Extensive employee benefits are provided which

are continually reviewed to enhance the wellbeing of all

employees. Remuneration packages are reviewed on an

annual basis to ensure retention of employees, as are

flexible working environments and grading reviews. During

the year ended 31 March 2022, the new Triad Employee

Share Incentive Plan was implemented, which facilitates

awards of restricted stock units (RSUs) to employees

from time to time within allowable limits. See page 29 for

details.

•

Suppliers: Effective engagement with suppliers enables

the Group to deliver a quality service to our clients.

The Group maintains appropriate arm’s-length trading

relationships with quality suppliers and is fully committed

to fairness in its dealing with them, including embracing

the principle of paying suppliers within agreed credit

terms during the course of normal business.

The Directors continue to ensure there is full regard to

the long-term interests of both the Group and its key

stakeholders including the impact of its activities on the

community, the environment and the Group’s reputation. In

doing this, the Directors continue to act fairly and in good

faith taking into account what is most likely to promote the

long-term success of the Group.

•

Relations with key stakeholders such as shareholders,

employees, and suppliers are maintained by regular, open

and honest communication in both verbal and written form.

•

The Directors are fully aware of their responsibilities to

promote the success of the Group in accordance with

section 172 of the Companies Act 2006.

•

The Directors continuously take into account the

interests of its principal stakeholders and how they are

engaged. This is achieved through information provided by

management and also by ongoing direct engagement with

the stakeholders themselves.

•

The Board has ensured an appropriate business structure

is in place to ensure open and effective engagement with

the workforce via the Executive Directors and the senior

management team.

•

The Board and the senior management team continue

to work responsibly with all relevant stakeholders and

has appropriate anti-corruption and anti-bribery, equal

opportunities and whistleblowing procedures and policies

in place.

•

As required, non-Executive Directors, professional advisors

and the Company Secretary provide support to the Board

to help ensure that sufficient consideration is given to

stakeholder issues.

Strategic report

Triad Group Plc Annual Report and Accounts 2023 | 9

Strategic report

Viability Statement

In accordance with the Listing Rules the Directors have

assessed the Company’s viability over the next three financial

years. Given the Group’s business model and commercial and

financial exposures the Directors consider that three years

is an appropriate period for the assessment. The maximum

period of visibility of commercial arrangements with clients is

currently two years, however in considering the assessment

period assumptions have been made beyond this immediate

timeframe based upon the strategic direction of the business.

As part of the long-term viability assessment the Directors

have considered the principal risks.

This assessment of viability has been made with reference

to the Group’s current financial and operational positions.

Revenue projections, cash flows, availability of required

finance, commercial opportunities and threats, and the

Group’s experience in managing adverse conditions in the

past have been reviewed. The Group was founded in 1988 and

has survived several recessions.

An example of the robust performance of the business model

was the successful navigation of the Covid-19 pandemic.

Despite the overwhelming threat the pandemic presented,

the Group was able to improve profitability and increased

cash reserves without the requirement for external funding or

needing to take advantage of Government support schemes.

This success was due to the agility of the business model,

client delivery techniques and the quality of our employees

and hiring processes.

Brexit has had no material negative impact upon the Group’s

client base and trading results. In some areas trading

relationships have increased with new EU and European

trading partners, and this is expected to improve.

The effects of IR35 legislation is minimal as the Group has

continued to reduce associate fee earners in favour of higher

margin permanent employees. The risk in this area is not

considered material.

The Directors have approached the budget and forecasting

cycle for the 2024 financial year with a conservative outlook,

but are confident in the business model and the ability of the

highly skilled and long tenured consultants to improve upon

these conservative expectations.

The viability assessment considered the principal risks

as set out on page 6. The Board modelled a number of

realistic scenarios based upon conservative budgets and

forecasts. This included modelling the most severe scenario

possible which assumed that all current client contracts

discontinued at expiry, with no extension or replacement and

with no further cost mitigation. The group have extended at

a high level these forecasts to 3 years for the purposes of

considering viability.

In all scenarios, it was found that there was sufficient

headroom in cash flow to continue operating within current

resources for the next 18 months, and without the requirement

to utilise the available financing facility as detailed in note 3,

or procure further external funding. The Group was therefore

found to have sufficient financial strength to withstand

considerable financial headwinds.

The Board believes that the Group remains well placed to

navigate effectively a prolonged period of uncertainty and to

mitigate the risks presented by it.

Based upon the results of this analysis, the Board has a

reasonable expectation that the Group will be able to continue

in operation and be able to meet its liabilities over the next

3-year viability period. In reaching this assessment, the Board

has taken into account future trading, access to external

funding and cash flow expectations.

Performance assessment, financial review

and outlook

Financial and non-financial key performance indicators

(KPIs) used by the Board to monitor progress are revenue,

profit from operations, EBITDA, gross margin and

headcount. Financial KPIs are discussed in more detail in

the Financial review below. The outlook for the Group is

discussed in the Chairman’s statement on page 2.

The KPIs are as follows;

2023

2022

Revenue

£14,858,000

£17,015,000

Profit from operations £35,000 £1,108,000

Earnings before interest,

tax, depreciation and

amortisation (EBITDA)¹

£308,000

£1,379,000

Gross margin 23.6% 28.1%

Average headcount

115

104



EBITDA – Profit from operations of £35,000 (2022: £1,108,000)

adding back the depreciation and amortisation charge in the

year of £273,000 (2022: £271,000)

Corporate social responsibility

Our employees

The Group is committed to equal opportunities and

operates employment policies which are designed to

attract, retain and motivate high quality staff, regardless

of gender, age, race, religion or disability. The Group has a

policy of supporting staff in long term career development.

10 | Triad Group Plc Annual Report and Accounts 2023

Strategic report

Culture and engagement

The Group recognises the importance of having effective

communication and consultation with, and of providing

leadership to, all its employees. The Group promotes the

involvement of its employees in understanding the aims and

performance of the business. An assessment of culture,

engagement and future contribution made to the business by

employees is made at each Board meeting and is considered a

key aspect of the meetings. The Board has been satisfied with

policies and practices and they are aligned with the Group’s

purpose and strategy and no corrective action is required.

The Group strives to recruit and retain high quality employees

at the cutting edge of technology. A key engagement factor

is the continuous professional development of all staff and

the Group is committed to providing increased training and

development opportunities, to enhance both the expertise and

engagement of our workforce, and improving the quality of our

services to our clients.

Diversity and inclusion

Diversity and inclusion is a key component of working life

in the Group. Employees are encouraged to take an active

role in decision making and driving the business forward,

including several platforms within the business to share good

practice, successes and potential improvements.

We continue to include diversity within our recruitment

policies and make improvements as appropriate.

The following table shows the average number of persons

employed during the year, by gender, who were Directors,

senior managers or employees of the Company.

Male Female To t a l

Directors 6 1 7

Senior managers 2 –

Employees 75 31

106

Tot al 83 32 115

The average female employees as a proportion of the total

Group employees continues to improve and during the year

ending 31 March 2023 this increased to 28% (2022: 26%).

Number of Board

members

Percentage of

the Board

Number of senior

positions on the

Board

Number in

the senior

management

team

Percentage

of senior

management

Men 6 86% 4 2 100%

Women 1 14% – – –

White British or other White 7 100% 4 2 100%

The following table shows the gender identity and ethnic background of the Board and senior management team during the year.

The appointment of Alison Lander to the Board on 1 June 2023 has increased the female representation on the Board to 25%.

The Board consists of mainly long Triad Group tenured Directors, and with respect to both female and non-white British directors,

there are no specific plans to increase representation other than continuing to recruit and nurture the best available talent,

regardless of gender or ethnicity.

Environment and greenhouse gas reporting

This statement contains the Group’s TCFD aligned disclosure in accordance with FCA requirements of Premium Listed UK

Corporates. We have not yet completed planning for different climate related scenarios, including 2 degree or lower, and expect

to complete this planning by March 2024. 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:

Triad Group Plc Annual Report and Accounts 2023 | 11

Strategic report

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 over the short, medium and long term, including lower carbon economy considerations

and a 2°C or lower scenario, and these have not been considered when making strategic decisions.

If, and when a risk is deemed to have a greater impact, the Group will follow the same process as

identifying and assessing other risks, described on page 6.

The service nature of the business and the potential downtime of consultants in between

assignments, means that climate risk is mitigated in this situation.

With the Group’s workforce currently working remotely from locations across the country and having

in excess of 3 years’ remote working experience, no localised climate issues will have a material

impact. The management team has assessed the impact of the warnings from the National Grid

regarding the potential of localised planned three-hour outages and have deemed this to have no

material impact. National climate related risks, including electrical supply issues to the entire country

at a single time, have been deemed exceptionally remote and not assessed.

There are no financial related disclosures due to the immateriality of the risks, in line with the TCFD

recommendations.

The Group has been involved in climate related projects, such as the Department for Transport’s

Renewable Transport Fuels Obligation Operating System (ROS) and with the Department for Business,

Energy and Industrial Strategy’s Clean Heat Market Mechanism discovery. This work and our increased

expertise in this area provides further opportunities to be involved in future projects of this nature.

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.

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 with SECR requirements, along with our

KPIs of tCO2e per £1m of revenue and per average total headcount, using the emission factors from

the Government’s GHG Conversion Factors 2022.

Scope 1 – Combustion of fuel; one of the Group’s offices uses gas for heating, which due to the

current remote nature of the workforce is being used at a minimum level for both properties. A single

company car is also being used where public transport is not available.

Scope 2 – Electricity; both offices now are now supplied by renewable energy suppliers, with the

small increase due to an increase in office visits.

Scope 3 – this covers business travel and employee commuting, with the increase of 13 tCOe due to

an increased requirement for on-site working. Our employees are encouraged to use public transport

where available.

In November 2022 the Group published its latest 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e by 2025. During the year, we have promoted remote

collaborative working to minimise travel, reduced paper usage by >95% since our baseline emissions

calculation and changed to renewable energy suppliers at both of our offices. The continuing reduction

will be achieved by continuing to embed a degree of working from home as an ongoing policy, finalise a

paperless office environment, increasing the profile of environmental issues and the promotion of good

practices through staff communication channels. The management team will continue to review the

scope 1 and 2 emissions from office activities and identify and implement reductions through changes

to policies and practices. The current measurements remain on target against this plan.

12 | Triad Group Plc Annual Report and Accounts 2023

Strategic report

The Group has used mileage reports, public transport

journey details and meter readings converted to tCO

using the 2022 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 2022 to 31 March 2023 in tonnes of

carbon dioxide equivalents (tCO

e) for the Group is shown

in the table below, updated following reassessment of

carbon footprint criteria:

GHG emissions

2023

tCOe¹

2022

tCOe¹

Emission source:

Scope 1 – Combustion

of fuel

Scope 2 – Electricity

and heat purchased for

own use

Tot al 36

Scope 3 – Including

business travel and

commuting

Total 60

tCO

e per £1m revenue

4.0 2.6

FTE

115 104

Intensity ratio (tCO₂e per FTE)

0.5

0.4

  The calculation of tCO

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 2022 to 31 March

2023 in kWh is shown in the table below:

2023 2022

Energy consumed (kWh) 151,355 124,397

kWh per £1m revenue

10,158

7,317

FTE

115

104

Intensity ratio (kWh per FTE)

1,316

1,196

The emissions are generated solely by activities in the UK.

Emissions generated by electricity consumption is 48%

(2022: 59%).

The Group has not been subject to any environmental fines

during the year ended 31 March 2023 (2022: nil).

Social, community and human rights issues

Triad takes its responsibilities to the community and society

as a whole very seriously. With people at the core of our

values, during 2020 Triad was proud to have achieved its

first Disability Confident badge – Disability Confident Level

1 (“Committed”). To show our continued commitment in this

area, during the year we achieved Disability Confident Level

2 (“Employer”), with the ambition to move to the highest

level (Level 3 – “Leader”) over the next 12 months.

We are using this to guide our practices, particularly with

regards to equality of opportunity for disabled staff and

through our recruitment process. An example of this is the

introduction of a Disability & Accessibility Network, which

has been set up to support Triad employees including those

with physical and mental impairments.

From becoming members of Tech Talent Charter in

2021, we have continued to improve our monitoring of

under-represented groups in the workplace through the

introduction of company-wide surveys on social mobility

and diversity, alongside updating our Equal Opportunities

Policy to reflect our commitments. We believe we are

working to make a real difference to inclusion and diversity

within our organisation and across the technology sector.

The Group actively supports charities. Managing Director

Adrian Leer is a board member of Action for Children,

and our staff participate in regular fund-raising activities

for the charity, promoted and supported by Triad. Further

charitable donations made in the year included The City

of London Police Cadets, which helped to fund extra-

curricular development activities for young people within

the organisation.

There are no human rights issues that impact upon

operations.

Triad Group Plc Annual Report and Accounts 2023 | 13

Strategic report

Financial review

Group performance

Group revenue has decreased to £14.9m (2022: £17.0m) due

to an ongoing increase of consultancy revenues replacing

associate led assignments as a proportion of total revenue,

serviced by permanent fee earning consultants. Gross

profit reduced to £3.5m (2022: £4.8m), primarily due to the

increased number of consultants temporarily off charge in

the first half of the year, and this has also resulted in the

gross profit as a percentage of revenue reducing to 23.6%

(2022: 28.1%).

The Group reports a profit from operations before taxation of

£9k (2022: £1.1m). The reduction in profitability before tax of

£1.1m and the reduction in gross profit (£1.3m), was primarily

due to reduced consultant utilisation. This is offset by the

reduction in administrative personnel overheads of £0.2m. The

Group reports a loss after tax of £44k (2022: profit £1.2m).

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 £4.8m (2022: £5.3m) and no bad debts (2022: nil).

Overheads

Administrative expenses for the year are £3.5m (2022:

£3.7m). The reduction of £0.2m was the net effect of a

reduction in administrative personnel costs derived from

a reduction in discretionary one-off payments of £0.3m,

reduction in other personnel related costs of £0.1m and

an increase in share-based payments of £0.2m and other

personnel related costs. Non-personnel costs remained

static in the period.

Staff costs

Total staff costs have increased to £10.0m (2022: £8.6m)

(note 7) which is predominantly due to the increase in the

average fee earning consultant number to 93 (2022: 77) in

line with the Group’s organic growth strategy. This growth in

consultant numbers has materially improved the ratio of fee

earners to administration staff to 19:1 (2022: 9:1).

Cash

Cash and cash equivalents as at 31 March 2023 reduced to

£4.8m (2022: £5.3m). The maintenance of working capital

efficiencies during the year resulted in a net cash inflow from

operating activities of £0.7m (2022: £1.2m). During the year, the

Group was not required to seek external funding and the Lloyds

financing facility remains unutilised. The net cash outflow

from financing activities was £1.3m (2022: outflow £0.8m),

which included dividends paid of £1.0m (2022: £0.7m). The net

cash inflow from investing activities was £0.1m (2022: outflow

£0.01m) reflecting the low investment in capital expenditure

during the period.

Non-current assets

Non-current assets excluding taxation increased by £0.4m

(2022: reduction £0.1m). This was due to the increase in the

right of use asset of £0.2m (2022: reduction £0.2m) and the

finance lease receivable of £0.4m (2022: reduction £0.1m) as

the lease break on one property was not taken, a reduction

of £0.08m was related to purchased assets (2022: increase

£0.05m) and trade receivables reduced by £0.1m (2022:

increase £0.1m).

Taxation

The Group adopts a low-risk approach to its tax affairs. The

Group does not employ any complex tax structures or engage

in any aggressive tax planning or tax avoidance schemes. The

deferred tax asset decreased to £0.11m (2022: £0.16m) in the

year, mainly due to the expectation that tax losses brought

forward will be offset against future profits at a relatively lower

level (see note 8).

Net assets

The net asset position of the Group at 31 March 2023 was

£5.2m (2022: £6.0m). The effect of the non-enacted lease

break on one property increased total assets by £0.6m and

total liabilities by a corresponding £0.6m, and so no overall

effect upon net assets in the year. Further movements during

the year are detailed on page 42.

Share options and restricted stock units

A total of 43,084 options were exercised by staff during the

year (2022: 511,000). No further options were granted in the

year (2022: nil).

No restricted stock options (RSUs) were granted to either

Directors or staff during the year (2022: 750,000).

A share-based expense has been recognised in the year of

£200,128 (2022: £476).

Dividends

With the strong expectation of continued profitability and future

positive cash flows, the Board are proposing a final dividend

of 4p per share (2022: 4p per share), which together with the

interim dividend already paid of 2p (2022: 2p per share), totals

6p per share for the financial year (2022: 6p per share). See

note 9.

By order of the Board

James McDonald

Finance Director

9 June 2023

14 | Triad Group Plc Annual Report and Accounts 2023

Directors’ report

The Directors present their Annual report on the activities

of the Group, together with the financial statements for the

year ended 31 March 2023. 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 note 14 to the financial statements.

Corporate Governance disclosures required within the

Directors’ report have been included within our Corporate

Governance report beginning on page 17 and form part of

this report.

Share capital and substantial

shareholdings

Share capital

As at 31 March 2023, the Company’s issued share capital

comprised a single class of shares referred to as ordinary

shares. Details of the ordinary share capital can be found in

note 19 to these financial statements.

Voting rights

The Group’s articles provide that on a show of hands at a

general meeting of the Company every member who (being

an individual) is present in person and entitled to vote shall

have one vote and on a poll, every member who is present

in person or by proxy shall have one vote for every share

held. The notice of the Annual General Meeting specifies

deadlines for exercising voting rights and appointing a

proxy or proxies to vote in relation to resolutions to be

passed at the Annual General Meeting.

Transfer of shares

There are no restrictions on the transfer of ordinary shares

in the Company other than as contained in the Articles:

•

The Board may, in its absolute discretion, and without

giving any reason for its decision, refuse to register any

transfer of a share which is not fully paid up (but not so

as to prevent dealing in listed shares from taking place)

and on which the Company has a lien. The Board may

also refuse to register any transfer unless it is in respect

of only one class of shares, in favour of no more than

four transferees, lodged at the Registered office, or such

other place as the Board may decide, for registration,

accompanied by a certificate for the shares to be

transferred (except where the shares are registered in

the name of a market nominee and no certificate has

been issued for them) and such other evidence as the

Board may reasonably require to prove the title of the

intending transferor or his right to transfer the shares.

Certain restrictions may from time to time be imposed by

laws and regulations, for example:

•

Insider trading laws; and

•

Whereby certain employees of the Group require the

approval of the Company to deal in the Company’s

ordinary shares.

Appointment and replacement of Directors

The Board may appoint Directors. Any Directors so appointed

shall retire from office at the next Annual General Meeting of

the Company but shall then be eligible for re-appointment.

The current Articles require that at the Annual General

Meeting one third of the Directors shall retire from office but

shall be eligible for re-appointment. The Directors to retire

by rotation at each Annual General Meeting shall include any

Director who wishes to retire and not offer themselves for re-

election and otherwise shall be the Directors who, at the date

of the meeting, have been longest in office since their last

appointment or re-appointment.

A Director may be removed from office by the service of a

notice to that effect signed by at least three quarters of all the

other Directors.

Amendment of the Company’s Articles of Association

The Company’s Articles may only be amended by a special

resolution passed at a general meeting of shareholders.

Substantial shareholdings

As at 31 March 2023, since the date of the last annual report

in May 2022, the Company had received the following

notifications relating to interests in the Company’s issued share

capital, as required under the Disclosure and Transparency

Rules (DTR 5) when a notifiable threshold is crossed:

Percentage of issued share capital

M Needham and S Cook (as the joint

trustees in bankruptcy of M Makar)

20.98%

W Barbour 5.03%

Triad Group Plc Annual Report and Accounts 2023 | 15

Directors’ report

Since the year end, the Company received the following

further notifications:

Percentage of issued share capital

AM Fulton 3.00%

As at 9 June 2023, no further notifications have been received

since the year end.

Dividends

There was a 2p per share interim dividend paid during the

year (2022: 2p per share).The Directors propose a final

dividend of 4p per share (2022: 4p per share).

Financial instruments

The Board reviews and agrees policies for managing

financial risk. These policies, together with an analysis of the

Group’s exposure to financial risks are summarised in note 3

of these financial statements.

Research and development activity

Research and development activities are undertaken with

the prospect of gaining new technical knowledge and

understanding and developing new software. During the year,

our activities included the utilisation of a dedicated team to

complete the development of a unique lightweight SharePoint

site provisioning tool, which would provide a competitive

advantage in the marketplace. Also of note, a prototype

service was also developed that will allow industry to assess

their exposure with respect to new heat pump legislation,

which builds upon on the Group’s net zero experience and

credentials. None of the research and development activity

met the required criteria for capitalisation.

Directors’ interests in contracts

Directors’ interests in contracts are shown in note 21 to

the accounts.

Directors’ insurance and indemnities

The Company maintains Directors’ and Officers’ liability

insurance which gives appropriate cover for any legal action

brought against its Directors and Officers. The Directors also

have the benefit of the indemnity provisions contained in the

Company’s Articles of Association. These provisions, which

are qualifying third-party indemnity provisions as defined

by Section 236 of the Companies Act 2006, were in force

throughout the year and are currently in force.

Disclosure of information to auditor

All of the current Directors have taken all the steps that

they ought to have taken to make themselves aware of

any information needed by the Company’s auditor for the

purposes of their audit and to establish that the auditor is

aware of that information. The Directors are not aware of any

relevant audit information of which the auditor is unaware.

Forward-looking statements

The Strategic report contains forward-looking statements.

Due to the inherent uncertainties, including both economic

and business risk factors, underlying such forward-looking

information, the actual results of operations, financial

position and liquidity may differ materially from those

expressed or implied by these forward-looking statements.

Going concern

The Group’s business activities, together with the factors

likely to affect its future development, performance and

position, are set out in the Strategic report. The financial

position of the Group, its cash flows, liquidity position and

borrowing facilities are described in the Strategic report.

In addition, note 3 to the financial statements includes the

Group’s objectives, policies and processes for managing its

capital, its financial risk management objectives, details of its

financial instruments and hedging activities, and its exposure

to credit risk and liquidity risk. The Group meets its day to

day working capital requirements through cash reserves and

an invoice finance facility (which is currently unutilised).

The Group operates an efficient low-cost and historically

cash generative model. The client base generally consists of

large blue-chip entities, particularly within the public sector,

enjoying long-term and productive client relationships. As

such, debtor recovery has been reliable and predictable with

a low exposure to bad debts. For the year ended 31 March

2023, the Group has not utilised any external debt or the

current finance facility.

The going concern assessment considered a number of

realistic scenarios covering the period ending 30 September

2024, 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 sufficient headroom

in cash balances to continue in operation.

16 | Triad Group Plc Annual Report and Accounts 2023

Further information in relation to the Directors’ consideration

of the going concern position of the Group is contained in

the Viability statement on page 9.

After making enquiries, including a review of the wider

economy including 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.

Auditor

BDO LLP have indicated their willingness to continue in

office. 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 affairs 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

Directors’ report

•

prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the

group and the Company will continue in business;

•

prepare a directors’ report, a strategic report and

directors’ remuneration report which comply with the

requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

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

9 June 2023

Triad Group Plc Annual Report and Accounts 2023 | 17

The Board has considered the principles and provisions of the

UK Corporate Governance Code 2018 (“the Code”) applicable

for this financial period. The changes made in the revised Code

attempt to improve corporate governance processes and

encourage companies to demonstrate how good governance

contributes to the achievement of long-term success for

stakeholders. The Group keep governance matters under

constant review. Despite the changes in the Code requiring a

review of processes, there has not been a requirement to make

fundamental changes to strategy or working practices.

The following statement sets out the Group’s application of the

principles of the Code and the extent of compliance with the

Code’s provisions, made in accordance with the requirements

of the Listing Rules.

The Board

The Board is responsible for the long-term and sustainable

success of the business, and considers all opportunities and

risks as set out in the principal risks and uncertainties on

page 6. Further, the Board considers how good governance

can assist in promoting the delivery of the strategy, by

reference to strong stakeholder engagement. Details of how

the Board drive this engagement can be found within the

S172 statement on page 7.

The Directors who held office during the financial year were:

Executive Directors

Dr John Rigg, Chairman

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

On 1 June 2023 the Board was consolidated and

strengthened by the appointment of non-Executive Director

Charlotte Rigg to her new role as Deputy Executive

Chairman. On the same date, Alison Lander was appointed

to the Board as non-Executive Director.

Current directorships are as follows:

John Rigg is Chairman. He is a Chartered Accountant. He was

a founder of Marcol Group Plc and was its Managing Director

from 1983 until 1988. Marcol was floated on the Unlisted

Securities Market in 1987. He was Chairman of Vega Group

plc from 1989 until 1996, holding the post of Chief Executive

for much of this period. Vega floated on the main market in

1992. He was a founder shareholder of Triad and served as

the Chairman of the Company from 1988 up to just before its

flotation in 1996, when he resigned to develop new business

interests overseas. He was appointed as non-Executive

Chairman in June 1999: in May 2004 he became part-time

Executive Chairman.

Adrian Leer is Managing Director. He was appointed to the

Board on 3 March 2015. He initially joined Triad in 2009 in

a consultative capacity, providing advice to the business

regarding its fledgling geospatial product, Zubed, and helping

to secure significant wins with major clients. In 2010, he

became General Manager of Zubed Geospatial. Adrian became

Commercial Director of Triad Consulting & Solutions in 2012.

Tim Eckes is Client Services Director. He was appointed

to the Board on 1 January 2020. Tim Eckes joined Triad in

1991 as a graduate software engineer before moving into

a number of technical and commercial roles. He has multi-

sector experience, having been involved in engagements

across finance, telecoms, travel and central government.

In 5 years preceding his appointment to the Board, as

Managing Consultant he played a significant role in growing

the business, through the development of long lasting and

profitable relationships with key clients.

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 has recently served as the 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.

Corporate governance report

18 | Triad Group Plc Annual Report and Accounts 2023

Corporate governance report

Charlotte Rigg is Deputy Executive Chairman and was

appointed to this position on 1 June 2023. She was

appointed to the Board as non-Executive Director on

1 January 2020. Charlotte Rigg’s experience is both

extensive and diverse. Over the last 25 years she has built

an internationally recognised stud farm and runs a sizeable

upland grazing farm in Cumbria where the stud is based.

In addition, Charlotte runs a successful and expanding

investment property portfolio which has been established for

over 20 years.

James McDonald is Finance Director and was appointed

to the Board on 16 June 2020. He joined the Company in

February 2020 and, in March 2020, assumed the position

of Company Secretary and acting Finance Director. He is a

Chartered Certified Accountant and has previously held a

senior finance position at Foxtons Group plc, prior to which

he was Group Finance Director and Company Secretary at

Brook Street Bureau Plc. He qualified with EY in London.

Alison Lander is a non-Executive Director and was

appointed to this position on 1 June 2023. She is a science

graduate with many years’ experience of working with blue-

chip organisations within the IT sector, including Vickers

Shipbuilding, Fokker Space and Triad Group Plc. She has

also had a continuous relationship with the Group, assisting

the Chairman and Board for over 20 years.

The Board exercises full and effective control of the Group

and has a formal schedule of matters specifically reserved to

it for decision making, including responsibility for formulating,

reviewing and approving Group strategy, budgets and major

items of capital expenditure.

Regularly the Board will consider and discuss matters that

include, but are not limited to:

•

Strategy;

•

Shareholder value;

•

Financial performance and forecasts;

•

Alignment of culture to Group values;

•

Employee engagement;

•

Human resources; and

•

City and compliance matters.

The Executive Chairman, John Rigg, is responsible for the

leadership and efficient operation of the Board. This entails

ensuring that Board meetings are held in an open manner

and allow sufficient time for agenda points to be discussed.

It also entails the regular appraisal of each Director, providing

feedback and reviewing any training or development needs.

Employee engagement is taken very seriously by the Board,

and the need to engage with the workforce is even more

important since the onset of the pandemic. Bi-weekly Group-

wide communication meetings chaired by the Managing

Director take place where there is a forum available for all

staff to participate and contribute directly with management.

Senior management meet daily to discuss the business and

create appropriate communications that predominantly seek

to enhance the well-being of staff, but also look to align

Group values to strategy. Further, on-line platforms exist

that enable constructive discussions concerning operational

delivery and best practice. Given the size of the Group, it

is not appropriate to develop any sub-committees for this

purpose and direct Group forums encourage all staff to

participate without dilution of message.

In a competitive marketplace for talent, the Board ensure

further engagement via regular pay reviews and formal staff

development processes, which enable training and career

aspirations to be discussed along with the facilitation of

individual career paths. The Board are firmly of the view that

the culture centred around the recruitment and retention of

quality staff, their wellbeing, development and future career

and remuneration aspirations will drive the strategic aims of

the business and drive stakeholder value in the long-term.

The Board meets regularly with senior management to

discuss operational matters. The non-Executive Directors

must satisfy themselves on the integrity of financial

information and that financial controls and systems of

risk management are robust. Following presentations by

senior management and a disciplined process of review

and challenge by the Board, clear decisions on the policy

or strategy are adopted that preserve Group values and

are sustainable over the long-term. The responsibility for

implementing Board decisions is delegated to management

on a structured basis and monitored at subsequent meetings.

During the period under review, and to date, the Executive

Chairman has not held any business commitments outside

the Group.

Alistair Fulton is the nominated senior independent non-

Executive Director. Charlotte Rigg is Deputy Executive

Chairman and both Chris Duckworth and Alison Lander 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.

Triad Group Plc Annual Report and Accounts 2023 | 19

Corporate governance report

The Group has a procedure for Directors to take independent

professional advice in connection with the affairs of the Group

and the discharge of their duties as Directors.

The Board has an Audit Committee, comprised of the

Executive Chairman John Rigg, and the independent non-

Executive Directors, 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, the independent non-

Executive Director Alistair Fulton and Deputy Executive

Chairman Charlotte Rigg. No third-party advisors have a

position on the committee or have provided services to the

Committee during the year. The Committee is chaired by

Alistair Fulton.

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 2023 and shows

that the Board are able to allocate sufficient time to the

company to discharge their responsibilities effectively.

Board

Audit

Committee

Remuneration

Committee

Number of meetings held 14 1 2

Number of meetings attended

Executive Directors:

John Rigg (Chairman) 14 1 2

Adrian Leer 14 – –

Tim Eckes 13 – –

James McDonald 14 – –

Non-Executive Directors:

Alistair Fulton 11 1 2

Chris Duckworth 11 1 –

Charlotte Rigg 14 – 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. Furthermore, the Committee has also

assessed whether the Group is acting as agent or principle

in a transaction.

IFRS 16 ‘Leases’: The Committee have considered

the accounting treatment with respect to the critical

accounting estimates.

Dilapidations provisions: The Committee have considered

the accounting treatment with respect to the critical

accounting estimates.

Going concern: The Committee has reviewed budgets,

deferred tax calculations and cash flow projections against

borrowing facilities available to the Group, to ensure the

going concern basis of preparation of the results remains

appropriate.

Meetings with auditor and senior finance team

Members of the Audit Committee met with the senior

finance team in advance of their meeting with the auditor,

prior to commencement of the year-end audit to discuss;

•

Audit scope, strategy and objectives

•

Key audit and accounting matters

•

Independence and audit fee

A meeting was held prior to the completion of the audit

with the senior finance team and the auditor to assess the

effectiveness of the audit and discuss audit findings.

Effectiveness of external audit process

The Committee conducts an annual review of the

effectiveness of the annual report process. Inputs into the

review include feedback from the finance team, planning

and scope of the audit process and identification of risk, the

20 | Triad Group Plc Annual Report and Accounts 2023

execution of the audit, communication by the auditor with

the Committee, how the audit adds value and a review of

auditor independence and objectivity. Feedback is provided

to the external auditor and management by the Committee,

with any actions reviewed by the Committee.

Auditor independence and objectivity

The Committee has procedures in place to ensure that

independence and objectivity is not impaired. These include

restrictions on the types of services which the external

auditor can provide, in line with the FRC Ethical Standards

on Auditing. The external auditor has safeguards in place

to ensure that objectivity and independence is maintained

and the Committee regularly reviews independence taking

into consideration relevant UK professional and regulatory

requirements. The external auditor is required to rotate the

audit partner responsible for the Group audit every five years.

Non-audit fees

During the year the Group did not engage its auditor for

any non-audit work.

The Committee is responsible for reviewing any non-audit

work to ensure it is permissible under EU audit regulations

and that fees charged are justified, thus ensuring auditor

independence is preserved.

Appointment of external auditor

BDO LLP was reappointed external auditor in 2017

following a tendering process.

BDO LLP has confirmed to the Committee that they remain

independent and have maintained internal safeguards to

ensure that the objectivity of the engagement partner and

audit staff is not impaired.

Mandatory rotation of the auditor is required for the year

ending 31 March 2025 and the Board are preparing to apply

the appropriate tendering and selection process to appoint

a new auditor.

Internal audit

The Audit Committee has considered the need for a

separate internal audit function this year but does not

consider it appropriate in view of the size of the Group. The

Group is certified to ISO 9001:2015 and ISO 27001:2013.

Internal controls and risk management

The Board has applied the internal control and risk

management provisions of the Code by establishing a

continuous process for identifying, evaluating and managing

the significant and emerging risks faced by the Group. The

Board regularly reviews the process, which has been in

place from the start of the year to the date of approval of

this report and which is in accordance with FRC guidance on

risk management, internal control and related financial and

business reporting. The Board is responsible for the Group's

system of internal control and for reviewing its effectiveness.

Such a system is designed to manage rather than eliminate

risk of failure to achieve business objectives and can only

provide reasonable and not absolute assurance against

misstatement or loss.

In compliance with the Code, the Audit Committee regularly

reviews the effectiveness of the Group's systems of

internal financial control and risk management. The Board’s

monitoring covers all controls, including financial, operational

and compliance controls and risk management. It is based

principally on reviewing reports from management to

consider whether significant weaknesses and risks are

effectively managed and, if applicable, considering the need

for more extensive monitoring.

The Board has also performed a specific assessment for the

purpose of this annual report. This assessment considers all

significant aspects of internal control and risk management

arising during the period covered by the report.

The key elements of the internal control and risk

management systems are described below:

•

Clearly documented procedures contained in a series of

manuals covering Group operations and management,

which are subject to internal project audit and external

audit as well as regular Board review.

•

The Group’s controls include appropriate segregation of

duties which are embedded in the organisation

•

The Group has a formal process for planning, reporting

and reviewing financial performance against strategy,

budgets, forecasts and on a monthly, bi-annual and

annual basis.

•

An appropriate budgeting process where the business

prepares budgets for the coming year, which are

approved by the Board.

•

Close involvement in the day-to-day management of the

business by the Executive Directors.

•

Regular meetings between the Executive Chairman,

Executive Directors and senior managers to discuss and

monitor potential risks to the business, and to implement

mitigation plans to address them.

Remuneration Committee

The Remuneration Committee is responsible for setting

remuneration for Executive Directors and the Chairman in

accordance with the remuneration policy below. In addition, the

Committee is responsible for recommending and monitoring

the level and structure of remuneration for senior management.

The Group’s Remuneration Committee is authorised to take

appropriate counsel to enable it to discharge its duty to make

recommendations to the Board in respect of all aspects of the

Corporate governance report

Triad Group Plc Annual Report and Accounts 2023 | 21

Corporate governance report

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.

Whistleblowing

Staff may contact the senior independent non-Executive

Director, in confidence, to raise genuine concerns of possible

improprieties in financial reporting, or employee related matters.

Board evaluation

Board members are made fully aware of their duties and

responsibilities as Directors of listed companies and are

supported in understanding and applying these by established

and more experienced Directors. The Executive Chairman

continuously evaluates the ability of the Board to perform

its duties and recognises the strengths and addresses any

weaknesses of the Board. In addition, training is available

for any Director at the Group’s expense should the Board

consider it appropriate in the interests of the Group.

Relations with shareholders

Substantial time and effort is spent by Board members

on meetings with and presentations to existing and

prospective investors. The views of shareholders derived

from such meetings are disseminated by the Chairman to

other Board members.

Private shareholders are invited to attend and participate at

the Annual General Meeting.

Terms of reference

The terms of reference of the Audit and Remuneration

Committees are available on request from the Company

Secretary.

Statement of compliance

The Board considers that it has been compliant with the

provisions of the Code for the whole of the period, except

as detailed below:

Provision 9 The roles of chairman and chief executive should

not be exercised by the same individual. John

Rigg is the Executive Chairman. Adrian Leer is

Managing Director. The Board currently has no

plans to recruit a Chief Executive Officer as it

considers that the duties are being satisfactorily

covered by members of the Executive Board

and the Group’s senior management.

Provisions 17/23 There should be a nominations committee

which should lead the process for board

appointments and make recommendations to

the board. The Board considers that because

of its size, the whole Board should be involved

in Board appointments.

Provision 18 All directors should be subject to annual re-

election. The Board consider that because of

its size, re-election by rotation in accordance

with the Company’s Articles of Association at

the Annual General Meeting is sufficient.

Provision 19 The chair should not remain in post beyond nine

years from the date of their first appointment to

the board. The Board considers that because

of its size and critically, due to the experience

of the Executive Chairman, this would not

be appropriate. The Board believe that re-

election in accordance with the Company’s

Articles of Association is sufficient.

Provision 20 Open advertising and/or an external search

consultancy should generally be used for the

appointment of the chair and non-executive

directors. The Board has a strong culture

of promoting from within with relevant

experience to the Group.

Provisions 21/23 The board should undertake a formal and rigorous

annual evaluation of its own performance and that

of its committees and individual Directors. There

is a process of continuous informal evaluation,

due to the small size of the Board.

Provision 24 The chair of the board should not be a member

of the audit committee. The Board considers

that because of its size, and the relevant

knowledge and experience of the Executive

Chairman, that this is not appropriate.

DTR 7.2.8 ARR The requirement to detail performance against

a diversity policy. The Group has a diversity

policy which meets our legal requirements.

The monitoring of performance against this

policy is an area which the Board take very

seriously and continuously look to improve.

The size of the Group and the long tenure of

senior staff provide constraints to improving

ratios in the short-term.

By order of the Board

James McDonald

Company Secretary

9 June 2023

22 | Triad Group Plc Annual Report and Accounts 2023

Directors’ remuneration report

On the following pages we set out the remuneration report for the year ended 31 March 2023. The members of the

Remuneration Committee are shown in the Corporate Governance report on page 17.

This report has been prepared in accordance with the Companies Act 2006 and is split into two sections as follows;

1. The Directors’ remuneration policy.

2. The Annual report on remuneration. This will be subject to an advisory shareholder vote at this year’s

Annual General Meeting.

During the year the Committee carefully reviewed Directors’ remuneration. Given the continued positive trajectory under strong

strategic and operational guidance, the Committee awarded salary increases to the Board that would be effective in the next

financial year.

Directors’ remuneration policy

The remuneration policy sets out the framework within which the Company remunerates its Directors. The Company’s remuneration

report was put to a shareholder vote at the 2022 Annual General Meeting of the Company and was approved by 99.97% of

shareholders with no votes withheld. See page 14 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 difficult trading

environment, and to ensure the long-term health of the business. The performance of the Directors has been deemed by the

Committee to be more than satisfactory, with progression on key strategic objectives and a return to profitability.

The Committee therefore concludes that the remuneration is fair and appropriate but will continue to seek shareholder feedback.

The remuneration policy will be put to a shareholder vote every three years unless any changes to the policy are proposed

before then.

The Committee intends to implement the Directors’ remuneration for the following year as agreed at the 2023 General Meeting.

Triad Group Plc Annual Report and Accounts 2023 | 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 2023

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 2023 | 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 offer to buy out incentives which have been forfeited from a previous employer. Where such awards are made,

they will seek to match the value and time horizons of foregone awards and will reflect any performance conditions attached.

The Company will not make any sign-on bonuses or “golden hello” payments when appointing Executive Directors.

Directors’ remuneration report

26 | Triad Group Plc Annual Report and Accounts 2023

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

A J Lander 01/06/2023 1 month

All contracts are for an indefinite period. No contract has any provision for the payment of compensation upon the

termination of that contract.

Illustrations of application of remuneration policy

As there are currently no performance related or variable elements of Executive Director remuneration it is not appropriate

to prepare illustrations required under the legislation.

Policy on payment for loss of office

The primary principle underpinning the determination of any payments on loss of office is that payments for failure will not

be made. Contracts and incentive plan rules have been drafted in such a way that the Remuneration Committee has the

necessary powers to ensure this.

It is the Group’s policy in relation to Directors’ contracts that:

•

Executive Directors should have contracts with an indefinite term providing for a maximum of six months’ notice by either party.

•

non-Executive Directors should have terms of engagement for an indefinite term providing for one month notice by either party.

•

there is no provision for termination payments to Directors.

In relation to the Plan, awards will normally lapse for a leaver and the plan rules contain Good Leaver provisions that shall

determine the treatment of awards in the following cases:

•

death,

•

ill-health, injury, disability

•

the employing company / business / part of the business being transferred outside of the Group or

•

any other reason at the discretion of the Remuneration Committee

In such cases:

•

Awards will ordinarily be pro-rated based on time served over the vesting period.

•

Vesting will normally occur at the normal time except upon death where vesting may be accelerated.

•

Performance conditions shall still apply.

The Remuneration Committee reserves discretion however to determine the exact treatment of awards having due regard to

the circumstances at the relevant time.

Consideration of employment conditions elsewhere in the Group

In setting the Executive Directors’ remuneration, the Committee takes into account the pay and employment conditions applicable

across the Group in the reported period. No consultation has been held with employees in respect of Executive Directors’ remuneration.

Directors’ remuneration report

Triad Group Plc Annual Report and Accounts 2023 | 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:

2023

Director

Basic salary

and fees

Benefits in

kind

Pension

Total Fixed

Pay

One-time

Discretionary

payment

Total

Variable Pay

Tot a l

£’000 £’000 £’000 £’000 £’000 £’000 £’000

Executive

J C Rigg 60 – – 60 – – 60

A Leer 180 19 33 232 – – 232

T J Eckes 145 2 25 172 – – 172

J McDonald 153 – 16 169 – – 169

Non-Executive

A M Fulton 40 – – 40 – – 40

C J Duckworth 35 – – 35 – – 35

C Rigg 35 – – 35 – – 35

Tot a l 648 21 74 743 – – 743

2022

Director

Basic salary

and fees

Benefits in

kind

Pension

Total Fixed

Pay

Other

Total

Variable Pay

Tot a l

£’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

Tot a l 605 20 65 690 289 289 979

¹ Adrian Leer’s basic salary was increased from £175,000 to £200,000 p.a. with effect from 1 January 2022.

² Tim Eckes’ basic salary was increased to £150,000 p.a. with effect from 1 January 2022.

³ James McDonald’s basic salary was increased to £150,000 p.a. with effect from 1 January 2022.

Directors’ remuneration report

28 | Triad Group Plc Annual Report and Accounts 2023

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 2023 or any prior financial year, upon which any

variable pay elements could become payable during the year.

Benefits in kind include the provision of company car and medical insurance.

Pension includes a 5% employer contribution together with contributions made under an employee salary sacrifice scheme.

Three Directors are members of a money purchase pension scheme into which the Group contributed during the year.

Payments to past Directors

There were no payments to past Directors during the year.

Payment for loss of office

There were no payments for loss of office during the year.

Directors’ interests in shares

The Directors who held office at the end of the financial year had the following beneficial interests in the ordinary shares of

the Company.

1 April 2022 31 March 2023

A M Fulton 337,040 337,040

J C Rigg 4,594,400 4,794,400

A Leer 305,379 305,379

C J Duckworth 22,026 22,026

T J Eckes 120,374 120,374

C M Rigg 112,000 312,000

J McDonald 27,600 27,600

Tot a l 5,518,819 5,918,819

Since the year end, A M Fulton’s shareholding increased to 497,780 ordinary shares. A J Lander (appointed to the Board on 1

June 2023) holds 134,545 ordinary shares.

Directors’ remuneration report

Triad Group Plc Annual Report and Accounts 2023 | 29

Directors’ remuneration report

Directors’ share options

EMI scheme

The interests of Executive Directors in the EMI share option scheme were as follows:

At 1 April

2021

Exercised

during year

At 31 March

2022

At 31 March

2023

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) – –

No EMI options were available to the Directors during the year ended 31 March 2023 (2022: 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.

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 (2022: nil).

The total cash remitted to the Company by the Directors to exercise share options during the year was nil (2022: £112k).

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 £53,447 (2022: £114).

Malus, clawback and hold over periods are as per the Plan.

The market price of the Company’s shares was 137.5p at 31 March 2023 and the range during the year was between 81p and 145p.

Further details relating to share awards can be found in note 20.

30 | Triad Group Plc Annual Report and Accounts 2023

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 Mar 23

100

150

200

250

300

350

400

450

500

Index

Chief Executive remuneration

For the financial year ended 31 March 2023 the salary of the Executive Chairman was £60,000 (2022: £60,000). Employee

salaries increased, on average, by 6.5% in the year (2022: 3.8%).

The remuneration paid to the Executive Chairman for the financial years 2014 to 2023 were as follows:

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

£25,000 £25,000 £25,000 £25,000 £60,000 £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 £995k (2022: £653k), see note 9. The

total employee remuneration (including Directors) during the year was £10.028m (2022: £8.620m).

Directors’ remuneration report

Triad Group Plc Annual Report and Accounts 2023 | 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,

2023: 57 employees).

Basic salary and fees 2021 2022 2023

J C Rigg 0% 0% 0%

A Leer 0% 3.6% 10.3%

T J Eckes n/a 0.1% 10.3%

J McDonald n/a 9.4% 10.6%

A M Fulton 0% 0% 0%

C J Duckworth 0% 0% 0%

C Rigg n/a 0% 0%

Employees of the company 3.7% 3.8% 6.5%

Benefits in kind ¹ 2021 2022 2023

J C Rigg n/a n/a n/a

A Leer (1.7%) 19.9% ² 2.3%

T J Eckes n/a (23.4%) 4.6%

J McDonald n/a n/a n/a

A M Fulton n/a n/a n/a

C J Duckworth n/a n/a n/a

C Rigg n/a n/a n/a

Employees of the company (5.7%) (18.3%) (7.1%)

¹ The negative values in this table represent a reduction in costs for the provision of

identical benefits

² Represents the increase in provision of company car

Other (includes commission and bonus payments) 2021 2022 2023

J C Rigg n/a n/a n/a

A Leer n/a 100% (100%)

T J Eckes n/a 100% (100%)

J McDonald n/a 100% (100%)

A M Fulton (100%) ³ n/a n/a

C J Duckworth n/a n/a n/a

C Rigg n/a n/a n/a

Employees of the company (9.5%) (44.3%) ⁴ (88.2%) ⁴

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

9 June 2023

Directors’ remuneration report

32 | Triad Group Plc Annual Report and Accounts 2023

Opinion on the financial statements

In our opinion the financial statements:

•

give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2023 and of the

Group’s and Parent Company’s profit for the year then ended;

•

have been properly prepared in accordance with UK adopted international accounting standards; and

•

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 2023 which comprise the Group and Company Statements of comprehensive income and expense, Group and

Company Statements of changes in equity, Group and Company Statements of financial position, Group and 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

Following the recommendation of the audit committee, we were appointed by the Directors to audit the financial statements

for the year ended 31 March 2006 and subsequent financial periods. The period of total uninterrupted engagement

including retenders and reappointments is 18 years, covering the years ended 31 March 2006 to 31 March 2023. We remain

independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services

prohibited by that standard were not provided to the Group or the Parent Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the

Parent Company’s ability to continue to adopt the going concern basis of accounting included:

•

We considered the nature of the Group, its business model and related risks to going concern arising.

•

We evaluated the Directors’ assessment of the Group’s ability to continue as a going concern, including challenging the

underlying data in the forecasts by comparing it to actual performance in the current financial year, client contracts and

comparing it to post year-end financial performance.

•

We challenged the rationale for the key assumptions, using our knowledge of the business and the sector, corroborating

to supporting documentation where appropriate.

•

We examined the forecasts and stress tests provided by the Group and the appropriateness of the assumptions made.

•

We tested the integrity of the models by checking the formulae, the arithmetic accuracy and any hard coding.

•

Enquires were made of management as to any future events or conditions that may affect the Group’s ability to continue

as a going concern, we have also inspected the minutes of Board meetings to support our enquiries.

•

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 headroom available.

•

Reviewing post-balance sheet results, specifically the cash flow position against that budgeted; and

•

Considering the adequacy of the disclosures in the financial statements against our knowledge of the Group, the

Directors’ going concern assessment and the requirements of the accounting standards.

Independent auditor’s report to the members of Triad Group Plc

Triad Group Plc Annual Report and Accounts 2023 | 33

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% (2022: 100%) of the Group profit before tax

Key audit matters Revenue recognition

2023 2022

X X

Materiality

Group financial statements as a whole

£74k (2022: £85k) based on 0.5% (2022: 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 of the Parent Company.

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial

statements included:

•

Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and

their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;

•

Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate

change affects this particular sector;

•

Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and

performed a risk assessment as to how the impact of the Group’s commitment as set out in Corporate social

responsibility may affect the financial statements and our audit;

•

We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives

and commitments have been reflected, where appropriate, in the Directors’ going concern assessment and viability

assessment; and

•

We also assessed the consistency of managements disclosures included as ‘Other Information’ on page 11 with the

financial statements and with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by

climate-related risks.

Independent auditor’s report to the members of Triad Group Plc

34 | Triad Group Plc Annual Report and Accounts 2023

Independent auditor’s 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 effect on: the overall audit strategy, the

allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

Key audit matter How the scope of our audit addressed key audit matter

Revenue recognition

As detailed in note 1

and 4 to the financial

statements.

We considered there to be

a significant risk of material

misstatement due to fraud

relating to the existence of

revenue around year end

(cut-off) and overstatement

of revenue. We considered

that this fraud risk could arise

through:

• fictitious contractor/

candidates;

• manipulation of cut-off

through revenue not being

recognised appropriately

in line with their respective

performance obligations;

• manipulation of revenue

through journal entries;

• inappropriate recognition of

accrued income; 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 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 has been recorded in the correct period

and revenue has been recognised appropriately.

We performed testing on a sample basis over the contractor costs

incurred before and after the year end, agreeing these to supporting

documentation and checking that the revenue associated with these

has been recorded in the correct period.

We tested a sample of credit notes recognised post year end to

supporting documentation to confirm recognition 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 check

that these 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,

checking that the transactions exist and are recorded in line with the

accounting policy and in the correct accounting period.

We tested a sample of journal postings to revenue, agreeing the posting

to supporting documentation to assess the validity thereof.

We tested a sample of year end accrued and deferred income balances

and agreed them to sales invoices, bank payment where appropriate

and timecards.

We agreed a sample of new customers and contractors during the

period to supporting documentation to confirm existence.

Key observations:

Based on the procedures performed we did not identify any matters to

indicate that revenue recognition was inappropriate.

Triad Group Plc Annual Report and Accounts 2023 | 35

Independent auditor’s report to the members of Triad Group Plc

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic

decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower

materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these

levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and

the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance

materiality as follows:

Group and Parent Company financial statements

2023

£k

2022

£k

Materiality 74 85

Basis for determining materiality 0.5% of revenue 0.5% of revenue

Rationale for the benchmark applied

We consider revenue to be the most

appropriate benchmark as it is one of

the principal considerations for users of

the financial statements in assessing the

financial performance and development of

the Group and Parent Company.

We consider revenue to be the most

appropriate benchmark as it is one of

the principal considerations for users of

the financial statements in assessing the

financial performance and development of

the Group and Parent Company.

Performance materiality 55 64

Basis for determining performance

materiality

75% of materiality – the threshold was

selected to reflect the number of balances

subject to estimation, the amount of audit

differences historically arising and the

mainly substantive approach to the audit.

75% of materiality – the threshold was

selected to reflect the number of balances

subject to estimation, the amount of audit

differences historically arising 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 differences in excess of £4k (2022: £4k).

We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the

annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements

does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express

any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the

course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact.

We have nothing to report in this regard.

36 | Triad Group Plc Annual Report and Accounts 2023

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 15; 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 9.

Other Code provisions

• Directors' statement on fair, balanced and understandable set out on page 14;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks

set out on page 6;

• The section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on page 20; and

• The section describing the work of the audit committee set out on page 19.

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 auditor’s report to the members of Triad Group Plc

Triad Group Plc Annual Report and Accounts 2023 | 37

Independent auditor’s 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:

Non-compliance with laws and regulations

Based on our understanding of the regulatory and legal framework applicable to the Group and Parent Company and the

industry in which it operates, we 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 applicable accounting framework, Companies Act 2006, UK

Corporate Governance Code, the UK listing rules and UK tax legislation.

Our procedures in respect of the above included:

•

agreement of the financial statement disclosures to underling supporting documentation;

•

review of any correspondence with regulators and legal advisors for any instances of non-compliance with laws

and regulations;

•

review of minutes of meeting of those charged with governance for any instances of non-compliance with laws

and regulations;

•

involvement of tax specialists in the audit;

•

review of legal expenditure accounts to understand the nature of expenditure incurred; and

•

enquiries made of management and those charged with governance regarding any instances of non-compliance with

laws and regulations.

38 | Triad Group Plc Annual Report and Accounts 2023

Triad Group Plc Annual Report and Accounts 2023 | 39

Independent auditor’s report to the members of Triad Group Plc

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment

procedures included:

•

Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

•

Obtained an understanding of the Group’s policies and procedures relating to;

– Detecting and responding to the risks of fraud; and

– Internal controls established to mitigate risks related fraud;

•

Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and

•

Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.

Based on our risk assessment, we considered that fraud risks could arise in the existence of revenue through fraudulent

journal postings to revenue; incorrect revenue recognition at year end; fictitious contractors or customers; manipulation of

contractor accruals; and manipulation of accrued income as well as management override of controls. The audit procedures

performed in relation to revenue recognition are documented in the key audit matter section of our audit report.

In response to the risk of management override of controls, we tested the appropriateness of journal entries and other

adjustments on a sample basis to supporting documentation. We also assessed whether the judgements made in making

accounting estimates were indicative of a potential bias and evaluated the business rationale of any significant transactions

that were 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

who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-

compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising

that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are

inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is

from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those

matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

James Fearon

(Senior Statutory Auditor)

9 June 2023

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 2023

Statements of comprehensive income and expense

for the year ended 31 March 2023

Group and Company

Note

2023

£’000

2022

£’000

Revenue 4 14,858 17 ,015

Cost of sales (11,354) (12,231)

Gross profit

3,504 4,7 84

Administrative expenses (3,469) (3,6 76)

Profit from operations 5 35 1, 108

Finance income 13 17 10

Finance expense 6 (43) (37)

Profit before tax 9 1,0 81

Tax (Charge)/Credit 8 (53) 88

(Loss)/Profit for the year and total comprehensive income

attributable to equity holders of the parent

(44) 1, 169

Basic (loss)/earnings per share

10 (0.27p) 7 . 16p

Diluted (loss)/earnings per share

10 (0.27p) 7 .04p

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 2023 | 41

Statements of changes in equity for the year ended 31 March 2023

Group

Capital

£’000

Share premium

account

£’000

Capital redemption

reserve

£’000

Retained earnings

£’000

Total

£’000

At 1 April 2021 160 666 104 4,353 5,283

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 1 April 2022 165 880 104 4, 869 6,018

Loss for the year and total

comprehensive income

– – – (44) (44)

Ordinary shares issued 1 14 – – 15

Dividend paid (note 9) – – – (995) (995)

Share-based payments – – – 200 200

At 31 March 2023 166 894 104 4, 030 5, 194

Company

Capital

£’000

Share premium

account

£’000

Capital redemption

reserve

£’000

Retained earnings

£’000

Total

£’000

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 1 April 2022

165 880 104 4,864 6,013

Loss for the year and total

comprehensive income

– – – (44) (44)

Ordinary shares issued 1 14 – – 15

Dividend paid (note 9) – – – (995) (995)

Share-based payments – – – 200 200

At 31 March 2023 166 894 104 4,025 5,189

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 2023

Statements of financial position at 31 March 2023

Group Company

Note

2023

£’000

2022

£’000

2023

£’000

2022

£’000

Non-current assets

Intangible assets 11

Property, plant and equipment 12 199 278 199 278

Right-of-use assets 13

572

345

572

345

Finance lease receivables 13

396

–

396

–

Trade and other receivables 15 – 130 – 130

Deferred tax 8 108 161 108 161

1,276

916

1,276

916

Current assets

Trade and other receivables 15 2,541 2,554 2,541 2,554

Finance lease receivables 13

Cash and cash equivalents 16

4,795

5,325

4,795

5,325

7 ,430

7 ,963

7,430

7,963

Total assets 8,70 6

8,879

8,706

8,879

Current liabilities

Trade and other payables 17

(2,269)

(2, 134)

(2,274)

(2,139)

Short term provisions 18 – (61) – (61)

Lease liabilities 13

(292)

(269)

(292)

(269)

(2,561)

(2,464)

(2,566)

(2,469)

Non-current liabilities

Trade and other payables 17

–

(104)

–

(104)

Long term provisions 18 (197) (136) (197) (136)

Lease liabilities 13

(754)

(15 7)

(754)

(157)

(951) (397) (951) (397)

Total liabilities (3,512)

(2,861)

(3,517)

(2,866)

Net assets 5, 194

6,01 8

5,189

6,013

Shareholders’ equity

Share capital 19

166

165

166

165

Share premium account

894

880

894

880

Capital redemption reserve

104

Retained earnings 4,030 4,869 4,025 4,864

Total shareholders’ equity 5, 194

6,01 8

5,189

6,013

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 9 June

2023 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 2023 | 43

Statements of cash flows for the year ended 31 March 2023

Group and company

Note

2023

£’000

2022

£’000

Cash flows from operating activities

Profit for the year before taxation

1,0 81

Adjustments for:

Depreciation of property, plant and equipment 12

Amortisation of right of use assets 13

185

187

Amortisation of intangible assets 11

Interest received 13

(17)

(10)

Finance expense 6

Share-based payment expense

200

–

Changes in working capital

Decrease/(Increase) in trade and other receivables 143 (169)

Increase/(Decrease) in trade and other payables 32 (11)

Cash generated by operations 683 1, 197

Foreign exchange gain

Net cash inflow from operating activities 684

1, 198

Investing activities

Finance lease interest received 13

Finance lease payments received 13

102

109

Purchase of intangible assets 11 – (1)

Purchase of property, plant and equipment 12 (9) (132)

Net cash used in investing activities 110 (14)

Financing activities

Proceeds of issue of shares 15 220

Lease liabilities principal payments 13

(300)

(307)

Lease liabilities interest payments 13

(44)

(37)

Dividends paid 9

(995)

(653)

Net cash outflow from financing activities (1,324)

(777)

Net (decrease)/increase in cash and cash equivalents (530)

407

Cash and cash equivalents at beginning of the period 5,325 4,918

Cash and cash equivalents at end of the period 16 4,795 5,325

The notes on pages 44 to 62 form part of the financial statements.

44 | Triad Group Plc Annual Report and Accounts 2023

Notes to the financial statements for the year ended 31 March 2023

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 UK adopted International Financial

Reporting Standards (IFRSs) and the provisions of the

Companies Act 2006.

These financial statements have been prepared on

a historical cost basis and are presented in pounds

sterling, generally rounded to the nearest thousand, the

presentational currency of the Group.

Going concern

The Group’s business activities, together with the factors likely

to affect its future development, performance and position,

are set out in the Strategic report. The financial position of the

Group and Parent Company, 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 and Parent

Company meets their day to day working capital requirements

through cash reserves and an invoice finance facility (which is

currently unutilised).

The Group and Parent Company operates an efficient low-

cost and historically cash generative model. The client base

generally consists of large blue-chip entities, particularly

within the public sector, enjoying long-term and productive

client relationships. As such, debtor recovery has been

reliable and predictable with a low exposure to bad debts.

For the year ended 31 March 2023, the Group and Parent

Company have not utilised any external debt or the current

finance facility.

The going concern assessment considered a number of

realistic scenarios covering the period ending 30 September

2024, 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 and Parent

Company 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 and Parent Company would have sufficient headroom

in cash balances to continue in operation.

Further information in relation to the Directors’ consideration

of the going concern position of the Group is contained in

the Viability statement on page 9.

After making enquiries, including a review of the wider

economy including 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 affect those variable returns.

The consolidated financial statements present the results

of the Company and its subsidiaries (“the Group”) as if they

formed a single entity. Intercompany transactions and balances

between Group companies are therefore eliminated in full.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of

accumulated depreciation and any impairment in value.

Depreciation is calculated as to write off the cost of assets,

less their estimated residual values, on a straight-line basis

over the expected useful economic lives of the assets

concerned. Depreciation is charged to administrative

expenses in the 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 2023 | 45

Notes to the financial statements for the year ended 31 March 2023

Intangible assets

Intangible assets are stated at cost, net of accumulated

amortisation and any impairment in value. The cost of

internally developed software is the attributable salary

costs and directly attributable overheads.

Amortisation is calculated to write off the cost of assets, less

their estimated residual values, on a straight-line basis over

the expected useful economic lives of the assets concerned.

Amortisation is charged to administration expenses in the

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 effective interest method, less

provision for impairment.

At each reporting date an amount of impairment is recognised

as lifetime expected credit losses (lifetime ECL’s).

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 effective interest method.

Leases

The Group as Lessee:

All leasing arrangements, where the Group is the lessee

(defined as leases that last more than one year or of a high

value), are recognised as a lease liability and corresponding

right-of-use asset.

Lease liability:

The lease liability is calculated as the discounted total

fixed payments for the lease term, termination payments,

exercise price of purchase options, residual value

guarantee and certain variable payments. An interest

charge is recognised in the statement of comprehensive

income and expense on the lease liability at an incremental

borrowing rate. The lease liability is presented across

separate lines (current and non-current) in the statement

of financial position. The lease liability increases to reflect

the interest charge on the lease liability, at an incremental

borrowing rate. The lease liability reduces over the period

of the lease as payments are made. The lease liability is re-

calculated if there is a modification, a change in the lease

term, a change in the lease payments or a change in the

assessment to purchase the underlying assets.

Right-of-use assets:

The right-of-use asset is calculated as the original lease

liability, initial direct costs and amounts paid upfront. The

right of use asset is subsequently measured at cost less

accumulated amortisation. The amortisation is charged on

a straight-line basis over the life of the lease.

The Group as lessor:

For the year ended 31 March 2023 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 the payment

received against the lease receivable. 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 differences 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 2023

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 staff to customers. The transaction price of

the performance obligation is determined by reference to

charge-out rates for supplied staff specified in the contract

and any recoverable expenses. Since the customer

simultaneously receives and consumes the benefits of the

Group’s performance obligations under such contracts,

revenue is recognised over time 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 2023

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

differences resulting from the difference between the carrying

value of an asset or liability and its tax base, and on tax

losses carried forward indefinitely. Deferred tax assets are

recognised to the extent that it is probable that the deferred

tax asset will be recovered in the foreseeable future. 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 effect 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 2023 | 47

Notes to the financial statements for the year ended 31 March 2023

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 £0.6m (2022: £0.3m), a total

lease liability of £1.0m (2022: £0.4m) and a finance lease

receivable of £0.5m (2022: £0.1m) have been recognised in

accordance with the accounting policies on page 45 with

respect to IFRS 16 ‘Leases’. During the year, a lease break

option was not enacted on a property lease, which resulted

in an increase to the right of use asset (£412k), the lease

liability (£920k) and the finance lease receivable (£508k).

The Directors have made the following critical accounting

estimates and judgements in relation to these balances:

•

Lease term: The Directors are of the opinion that

property lease assets and liabilities should generally

be calculated with relation to the first available break

date as the expectation is that the lease break may be

taken. During the lease break review period, trading

and market conditions will be taken into account and

assets and liabilities will be calculated.

•

Incremental borrowing rate (IBR): The Directors have

calculated the IBR at 5%, based upon readily available

credit facilities and Bank of England base rate,

covering a time frame commensurate with the time to

the first available break date.

Dilapidation provisions:

The Directors have recognised a dilapidation provision for

both the leases held totalling £197,000 (2022: £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 based

upon industry accepted averages on floor space by price

per square meter 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 £108k (2022: £161k). 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 the trading Company’s functional currency of

sterling there are the following foreign currency net assets:

Group and company

Note

2023

£'000

2022

£'000

Currency: Euros

Cash and cash equivalents 16

Trade and other receivables 15

–

(10)

Any change in currency rates would have no significant

effect on results.

48 | Triad Group Plc Annual Report and Accounts 2023

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 is 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 £9,000 (2022: credited to the income

statement £5,000).

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

2023

£'000

2022

£'000

Finance lease receivable 13

490

Trade and other receivables 15

2,001

2,113

Contract assets 15

225

212

Other debtors 15 – 208

Cash and cash equivalents 16

4,795

5,325

7,511

7,942

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 sufficient 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 2023

Triad Group Plc Annual Report and Accounts 2023 | 49

Notes to the financial statements for the year ended 31 March 2023

4. Revenue

The Group operates solely in the UK. All material revenues are generated in the UK.

The largest single customer contributed 32% of Group revenue (2022: 35%) and was in the public sector. Four other

customers contributed more than 10% of Group revenue (2022: two).

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 affected by economic factors. Accordingly, the

following table disaggregates the Group’s revenue by contract type:

Group and company 2023

£'000

2022

£'000

Time and materials

14,386

16,593

Fixed price 442 118

Permanent recruitment fees 18 211

Licences

14,858

17,015

The Group also disaggregates revenue by operating sector reflecting the different commercial risks (e.g. credit risk) associated

with each.

Group and company 2023

£'000

2022

£'000

Public sector

11,597

11,090

Private sector

3,261

5,925

14,858

17,015

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 difference.

Contract assets and contract liabilities are included within ‘trade and other receivables’ and ‘trade and other payables’

respectively on the face of the statement of financial position.

Contract assets Contract liabilities

Group and company

2023

£’000

2022

£’000

2023

£’00

2022

£’000

At 1 April

471

170

(116)

(256)

Transfers in the period from contract assets to trade receivables

(471)

(170)

–

Excess of revenue recognised over cash (or right to cash) being

recognised in the period

375 471 – –

Amounts included in contract liabilities that was recognised as

revenue in the period

–

116

256

Cash received in advance of performance and not recognised as

revenue in the period

–

(37)

(116)

At 31 March

375

471

(37)

(116)

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 2023

5. Profit from operations

2023

£'000

2022

£'000

Profit from operations is stated after charging:

Depreciation of owned assets (note 12) 87 79

Amortisation of right of use assets (note 13)

185

187

Amortisation of intangible assets (note 11) 1 5

Auditor remuneration:

Audit of financial statements: Group and Company

Non-audit services

–

6. Finance expense

2023

£'000

2022

£'000

Interest expense on lease liability

Net foreign exchange gain

(1)

–

Total finance expense

7. Employees and Directors

Group and company 2023

Number

2022

Number

Average number of persons (including Directors) employed

Senior management

Fee earners

Sales 8 8

Administration and finance 5 9

115

104

The number of permanent fee earners as at 31 March 2023 was 96 (2022: 95).

Staff costs for the above persons (including Directors) 2023

£'000

2022

£'000

Wages and salaries 7,907 6,995

Social security costs 981 827

Defined contribution pension costs 940 798

Equity settled share-based payments 200 –

10,028 8,620

Notes to the financial statements for the year ended 31 March 2023

Triad Group Plc Annual Report and Accounts 2023 | 51

Notes to the financial statements for the year ended 31 March 2023

Directors

2023

£'000

2022

£'000

Emoluments 648 894

Benefits in kind 21 20

Money purchase pension contributions

Total remuneration

743

979

Social security costs 85 115

828

1,094

Three Directors (2022: 3) had retirement benefits accruing under money purchase pension schemes. Key management

personnel are considered to be the Directors. Further information on Director’s remuneration can be found on page 22.

8. Tax charge/(credit)

2023

£'000

2022

£'000

Current tax

Current tax on profits for the year

–

Deferred tax

Decrease/(Increase) in recognised deferred tax asset

(85)

Change in tax rate

(3)

Total tax charge/(credit) for the year 53 (88)

The differences 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:

2023

£'000

2022

£'000

Profit before tax

1,081

Profit before tax multiplied by standard rate of corporation tax in the UK of 19% (2022: 19%) 2 205

Expenses not deductible for tax purposes

Allowances recognised

(13)

(91)

Derecognition/(Recognition) of deferred tax on losses

(220)

Change in tax rate 13 (3)

Prior year adjustments

(11)

Tax charge/(credit) for the year

(88)

52 | Triad Group Plc Annual Report and Accounts 2023

Notes to the financial statements for the year ended 31 March 2023

2023

£'000

2022

£'000

Deferred tax asset

The movement in deferred tax is as follows:

At beginning of the year

161

Reversal of previously (recognised)/unrecognised deferred tax on losses (40) 85

Tax rate changes (13) 3

At end of the year

108

161

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 estimates of future taxable profits that can be

offset with historic trading losses brought forward. A deferred tax asset amounting to £484,000 (2022: £473,000) has not

been recognised in respect of trading losses of £1,934,000 (2022: £1,892,000), which can be carried forward indefinitely.

Deferred tax assets have not been recognised for potential temporary differences arising from unexercised share options

and Restricted stock options of £130k (2022: £22k) and general provisions of £21k (2022: £42k) 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 effect from

1 April 2023. The effect of the rate increase is reflected in the consolidated financial statements as has been substantively

enacted at the balance sheet date.

9. Dividends

2023

£'000

2022

£'000

Final dividend for the year ended 31 March 2022 – 4p (2021: 2p) per share (declared and paid

in the following year)

663

323

Interim dividend for the year ended 31 March 2023 – 2p (2022: 2p) per share 332 330

Total dividend paid

995

653

The Directors propose a final dividend of 4p per share (2022: 4p per share), bringing the total dividend to 6p for the financial

year (2022: 6p 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:

2023

2022

(Loss)/Profit for the year

(£44,000)

£1,169,000

Average number of shares in issue 16,565,870 16,325,415

Effect of dilutive options

–

288,934

Average number of shares in issue plus dilutive options

16,565,870

16,614,349

Basic (loss)/earnings per share (0.27p) 7.16p

Diluted (loss)/earnings per share (0.27p) 7.04p

Triad Group Plc Annual Report and Accounts 2023 | 53

Notes to the financial statements for the year ended 31 March 2023

11. Intangible assets

Group and Company

Purchased software

£'000

Cost

At 31 March 2021 127

Additions 1

Disposals –

At 31 March 2022

128

Additions –

Disposals –

At 31 March 2023 128

Accumulated amortisation/impairment

At 31 March 2021 121

Charge for the year 5

Disposals –

At 31 March 2022 126

Charge for the year 1

Disposals –

At 31 March 2023 127

Net book value

At 31 March 2023 1

At 31 March 2022 2

54 | Triad Group Plc Annual Report and Accounts 2023

Notes to the financial statements for the year ended 31 March 2023

12. Property, plant and equipment

Group and company

Computer

hardware

£'000

Fixtures

& fittings

£'000

Motor

vehicles

£'000

Total

£'000

Cost

At 31 March 2021 219 509 4 732

Additions 43 89 – 132

Disposals (26) (8) – (34)

At 31 March 2022 236 590 4 830

Additions 7 2 – 9

Disposals (2) – – (2)

At 31 March 2023 241 592 4 837

Accumulated depreciation

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

Charge for the year 30 57 – 87

Disposals (1) – – (1)

At 31 March 2023 193 441 4 638

Net book value

At 31 March 2023 48 151 – 199

At 31 March 2022 72 206 – 278

13. Leases

The Group as a lessee:

The Group has lease contracts for its office premises with terms remaining ranging from 1 to 5 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 2023 | 55

Notes to the financial statements for the year ended 31 March 2023

Right-of-use assets

During the year, a lease break option on one lease was not enacted, and the lease now continues until 27th March 2028.

As of this date, the total asset value has been increased by £412,000.

The carrying amounts of the right-of-use assets are as follows:

Land and buildings Tot a l

£'000 £'000

At 31 March 2021

Opening position 532 532

Amortisation (187) (187)

At 31 March 2022 345 345

Change in lease term 412

412

Amortisation (185) (185)

At 31 March 2023 572

572

Lease liabilities

During the year, the lease break option on one lease was not enacted, and the lease now continues until 27th March 2028.

As of this date, the total lease liability has increased by £920,000.

The carrying amount of the lease liabilities recognised are as follows:

Land and buildings Tot a l

£'000 £'000

At 31 March 2021

Opening position 733 733

Interest expense 37 37

Lease payments (344) (344)

At 31 March 2022 426 426

Change in lease term

920

Interest expense 44 44

Lease payments (344) (344)

At 31 March 2023

1,046

At the balance sheet date, the Group had outstanding commitments for future lease payments as follows:

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

At 31 March 2023

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 72 220 215 539

Undiscounted lease liabilities 86 258 253 591

56 | Triad Group Plc Annual Report and Accounts 2023

Notes to the financial statements for the year ended 31 March 2023

The Group as a lessor:

Finance lease receivables

The Group has entered into a lease arrangement considered to be a finance lease, representing rentals payable to the

Group for a rental of a proportion of a leased property.

During the year, a lease break option on one lease was not enacted by a tenant, and the lease now continues until 23rd

March 2028. As of this date, the total finance lease receivable has increased by £508,000.

The carrying amounts of the lease receivable asset are as follows:

Land and buildings Tot a l

£'000 £'000

At 31 March 2021

Opening position 193 193

Interest income 10 10

Payments received (119) (119)

At 31 March 2022

Change in lease term 508 508

Interest income 17 17

Payments received (119) (119)

At 31 March 2023

490

At the balance sheet date, the Group had future lease receivables as follows:

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

At 31 March 2023

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 receivables

23 71 99 297

Undiscounted lease receivables

30 89 119 326

The total lease receivable of £490k (2022: £84k) is disclosed as non-current assets of £396k (2022: £nil) and current

assets of £94k (2022: £84k).

Triad Group Plc Annual Report and Accounts 2023 | 57

Notes to the financial statements for the year ended 31 March 2023

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 office of Triad Special Systems is Huxley House, Weyside Park, Catteshall Lane, Godalming, Surrey

GU7 1XE. The registered office of the other subsidiaries is 3 Caldecotte Lake Business Park, Caldecotte Lake Drive,

Caldecotte, Milton Keynes MK7 8LF.

15. Trade and other receivables

Group and company 2023

£'000

2022

£'000

Trade receivables

2,006

1,868

Less: provision for expected credit losses

(5)

(14)

Trade receivables-net

2,001

1,854

Contract assets

225

212

Unbilled income

150

259

Other debtors

–

208

Trade and other receivables

2,376

2,533

Prepayments 165 151

2,541

2,684

Analysed as:

Non-current asset: unbilled income – 130

Current asset

2,541

2,554

Total

2,541

2,684

Other debtors of £nil (2022: £208k) 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 2023

Notes to the financial statements for the year ended 31 March 2023

The lifetime expected credit losses on trade receivables as at 31 March 2023 is calculated as follows:

Group and company Expected

default rate

(A)

Gross carrying

amount

(B)

£'000

Credit loss

allowance

(A x B)

£'000

Current

0.25 1,988 5

Up to 30 days past due

– 14 –

Up to 60 days past due – 2 –

Over 60 days past due 5.0 2 –

2,006 5

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 2022 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 1,856 13

Up to 30 days past due

5.0 12 1

1,868 14

Movements on the provision for expected credit loss are as follows:

Group and company 2023

£'000

2022

£'000

At beginning of the year 14 19

Credited to income statement

(9)

(5)

At end of the year (credit loss allowance)

The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:

Group and company 2023

£'000

2022

£'000

Sterling

2,376

2,543

Euros – (10)

2,376

2,533

Triad Group Plc Annual Report and Accounts 2023 | 59

Notes to the financial statements for the year ended 31 March 2023

16. Cash and cash equivalents

Group and company 2023

£'000

2022

£'000

Cash available on demand 4,795 5,325

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 2023

£'000

2022

£'000

Sterling

4,777

5,239

Euros

4,795 5,325

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

2023

£’000

2022

£’000

2023

£’000

2022

£’000

Trade payables 666 667 666 667

Accruals 335 525 335 525

Owed to subsidiary

–

1,001

1,192

1,006

1,197

Contract liabilities

116

Other taxation and social security

1,231

930

1,231

930

2,269 2,238 2,274 2,243

Analysed as:

Current liability

2,269

2,134

2,274

2,139

Non-current liability: accruals

–

104

–

104

Total 2,269 2,238 2,274 2,243

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 2023

Notes to the financial statements for the year ended 31 March 2023

The carrying amount of trade and other payables is denominated in the following currencies:

Group Company

2023

£’000

2022

£’000

2023

£’000

2022

£’000

Sterling

1,001

1,192

1,006

1,197

1,001 1,192 1,006 1,197

18. Provisions

Group and company

Provision for

property dilapidation

£’000

At 1 April 2022 197

Additions –

Charged to income statement –

Utilised in year –

At 31 March 2023

197

The maturity profile of the present value of provisions is as follows:

Group and company 2023

£'000

2022

£'000

Current

Provision for property dilapidation

–

Non-current

Provision for property dilapidation

197

136

The provision for property dilapidation covers the estimated future costs required to meet obligations under property leases

to redecorate and repair property.

19. Share capital

2023

2022

Ordinary shares of 1p each

Issued, called up and fully paid:

Number

16,582,663

16,539,579

Nominal value

£165,827

£165,396

During the year 43,084 1p ordinary shares were issued as a result of the exercise by employees of share options:

Number Option price Increase in share capital Increase in share premium

20,000 11.0p £200 £2,000

23,084 53.5p £231 £12,119

43,084 £431 £14,119

Triad Group Plc Annual Report and Accounts 2023 | 61

Notes to the financial statements for the year ended 31 March 2023

20. Share-based payments

At 31 March 2023, 184,916 options granted under employee share option schemes remain outstanding:

Date option granted Number Exercise price Period options exercisable

18 September 2014 50,000 11.0p 18 September 2017 to 18 September 2024

9 March 2018 134,916 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. These options vested on 31 March 2021.

For options granted on 18 September 2014: in at least one financial year after the date of grant, the Company shall have

achieved a positive basic earnings per share (subject to adjustment to exclude identified exceptional items), as reported in

its audited annual accounts. These options vested on 17 September 2017.

Options have been valued using the Black-Scholes option-pricing model. No performance conditions were included in the

fair value calculations.

No options were granted during the year (2022: nil).

In March 2022 a number of restricted stock units (RSUs) were granted under the new Triad Employee Share Incentive Plan,

and remain outstanding as follows:

Date award made Number Performance condition Vesting date

30 March 2022 750,000 135.0p 30 March 2025

The Award will vest following 3 years continuous employment and if the Board determines that the Market Value of a Share

on the third anniversary of the Award Date is equal to or greater than the Market Value of a Share on the Award Date. The

market value at the Award Date is 135.0p.

The RSUs have been valued using the Monte Carlo pricing model. No performance conditions were included in the fair value

calculations.

The total expense recognised in the year is £200,128 (2022: £476).

No RSUs were granted during the year (2022: 750,000).

62 | Triad Group Plc Annual Report and Accounts 2023

Notes to the financial statements for the year ended 31 March 2023

A reconciliation of the total share award movements over the year to 31 March 2023 is shown below:

2023 2022

Number

of options

Weighted

average

exercise

price

Pence

Number of

options

Weighted

average

exercise

price

Pence

Outstanding at start of year 978,000 10.2 739,000 42.2

Granted

– –

750,000 1.0

Exercised

(43,084) 33.8

(511,000) 43.0

Forfeited

– –

Outstanding at end of year 934,916 9.4 978,000 10.2

Exercisable at end of year

184,916 42.0

228,000 40.5

There were 43,084 share options exercised during the year. In the reconciliation above, there are no share options and a

total of 180,000 restricted stock units (RSUs) held by Directors. Transactions with Directors are set out in the Directors’

remuneration report on page 29.

The options exercisable of 184,916 relate to the 2014 and 2018 grants which have all vested (2022: 228,000 all vested).

The weighted average share price at the date of exercise for share options exercised during the period was 113.5p (2022:

118.2p). The options outstanding as at 31 March 2023 had an exercise price of 11.0p or 53.5p, and with respect to the RSUs,

135.0p. The weighted average remaining contractual life of 2.4 years (2022: 3.4 years).

The inputs into the share-based payments model to calculate the RSU awards were as follows:

Expected volatility 77%

Expected life 3 years

Risk-free rate 1.4%

Exercise price 1p

Valuation 135p

Dividend Yield 4.4%

21. Related party transactions and ultimate control

The Group and Company rents one of its offices under a lease with a sub-tenant in occupation on one floor. During the year,

the Group did not take advantage of a lease break and the lease now expires in March 2028. 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 (2022: £nil). There is no

ultimate controlling party.

Triad Group Plc Annual Report and Accounts 2023 | 63

Five year record

For the accounting period commencing 1 April 2019 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

2023

£’000

2022

£’000

2021

£’000

2020

£’000

2019

£’000

Revenue 14,858 17,015 17,815 19,354 22,713

Gross profit

3,504

4,784 3,810 2,854 4,376

Profit/(Loss) before tax

1,081 644 (602) 1,017

Tax (charge)/credit

(53)

88 41 (159) (132)

(Loss)/Profit after tax (44) 1,169 685 (761) 885

Retained (loss)/profit for the financial year

(44)

1,169 685 (761) 885

Basic (loss)/earnings per share (pence) (0.27) 7.16 4.28 (4.76) 5.60

Balance sheet

As at 31 March

2023

£’000

2022

£’000

2021

£’000

2020

£’000

2019

£’000

Non-current assets

1,276

916 921 1,236 411

Current assets

7,430

7,963 7,540 6,581 7,937

Current liabilities (2,561) (2,464) (2,555) (2,399) (2,483)

Non-current liabilities

(951)

(397) (623) (863) (99)

Net assets

5,194

6,018 5,283 4,555 5,766

Share capital

166

165 160 160 160

Share premium account 894 880 666 660 659

Capital redemption reserve

104

104 104 104 104

Retained earnings

4,030

4,869 4,353 3,631 4,843

Equity shareholders’ funds

5,194

6,018 5,283 4,555 5,766

64 | Triad Group Plc Annual Report and Accounts 2023

Shareholders’ information and financial calendar

Share register

EQ maintain the register of members of the Company. If you have

any questions about your personal holding of the Company’s shares,

please contact:

Highdown House

Yeoman Way

Worthing

West Sussex

BN99 3HH

Telephone: 0371 384 2486

If you change your name or address or if the details on the envelope

enclosing the report, including your postcode, are incorrect or

incomplete, please notify the registrar in writing.

Shareholders’ enquiries

If you have an enquiry about the Group’s business, or about something

affecting you as a shareholder (other than queries that are dealt with

by the registrar) you should contact the Company Secretary, by letter

or telephone at the Company’s registered office.

Company Secretary and registered office:

James McDonald

Triad Group Plc

Weyside Park

Catteshall Lane

Godalming

Surrey

GU7 1XE

Telephone: 01908 278450

Email: investors@triad.co.uk

Website: www.triad.co.uk

Financial calendar

Annual General Meeting The date of the AGM is to be confirmed.

Financial year ended 31 March 2024: expected announcement of results

Half-year November 2023

Full-year June 2024

Executive Directors

John Rigg, Chairman

Charlotte Rigg, Deputy Executive Chairman

Adrian Leer, Managing Director

Tim Eckes, Client Services Director

James McDonald, Finance Director

Non-Executive Directors

Alistair Fulton

Chris Duckworth

Alison Lander

Secretary and registered office

James McDonald

Triad Group Plc

Weyside Park

Catteshall Lane

Godalming

Surrey

GU7 1XE

Telephone: 01908 278450

Email: investors@triad.co.uk

Website: www.triad.co.uk

Country of incorporation and domicile of

parent company

United Kingdom

Legal form

Public limited company

Company number

02285049

Registered Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

Brokers

Zeus Capital Ltd

125 Old Broad Street

London

EC2N 1AR

Solicitors

Freeths

Davy Avenue

Knowlhill

Milton Keynes

MK5 8HJ

Bankers

Lloyds Bank plc

City Office

11–15 Monument Street

London

EC3V 9JA

Registrars

Highdown House

Yeoman Way

Worthing

West Sussex

BN99 3HH

Corporate information

Triad Group Plc Annual Report and Accounts 2023 | 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