## TRIAD GROUP PLC
## Annual Report and Accounts
## 20222023
## Financial Highlights:

![img-0.jpeg](img-0.jpeg)

REVENUE FOR THE YEAR ENDED
31 March 2023:

£14.9m

2022:

£17.0m

![img-1.jpeg](img-1.jpeg)

GROSS PROFIT
31 MARCH 2023:

£3.5m

2022:

£4.8m

![img-2.jpeg](img-2.jpeg)

GROSS PROFIT AS A PERCENTAGE OF REVENUE
31 MARCH 2023:

23.6%

2022:

28.1%

![img-3.jpeg](img-3.jpeg)

PROFIT BEFORE TAX
31 MARCH 2023:

£0.0m

2022:

£1.1m

![img-4.jpeg](img-4.jpeg)

(LOSS)/PROFIT AFTER TAX
31 MARCH 2023:

(£0.0m)

2022:

£1.2m

![img-5.jpeg](img-5.jpeg)

CASH RESERVES
31 MARCH 2023:

£4.8m

2022:

£5.3m
## Table of contents
### Triad Group Plc | Annual Report for the year ended 31 March 2023
## 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
## Strategic report

### 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.

![img-6.jpeg](img-6.jpeg)

2 | Triad Group Plc Annual Report and Accounts 2023
## Strategic report
We are increasingly focusing our executive Board and senior Dividend
management on outward facing activity in order to raise our
Recognising the strength of this year’s performance and the
profile and continue to create long term relationships of trust
Group’s confidence in the near future, the Board proposes
and confidence with our major clients and new ones to come.
a final dividend of 4p per share (2022: 4p per share), which
This reflects the next stage in regaining our traditional culture
together with the interim dividend already paid of 2p (2022: 2p
as a consultant led, high quality, boutique operation, after
per share), totals 6p per share for the financial year (2022: 6p
significant strengthening of the management structure.
per share).
Our corporate strategy is based on the longer term and
Employees
we believe the Group is capable of organically expanding
substantially and in a quality controlled way for a number On behalf of the Board of Directors, I would like to thank all
of years to come, which of course should be reflected in of the staff for their commitment and contribution during a
profits and dividends. I look forward to the future with very important year.
great enthusiasm.
Board Update
On 1 June 2023, positive steps were taken to consolidate
John Rigg
and strengthen the Triad Board with the promotion of non-
Executive Chairman
Executive Director Charlotte Rigg to Deputy Executive
9 June 2023
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.
Triad Group Plc Annual Report and Accounts 2023 | 3
## Strategic report
### Managing Director’s statement
Adrian Leer
Our law enforcement footprint increased significantly during
### Business commentary
the year. On top of work with our long-term national law
The Chairman has set out some of the external macro
enforcement client, we also delivered projects concerned
conditions that made for a challenging first half. I am
with the digital implementation of recent law enforcement
delighted with the way in which our teams responded to that
legislation as it relates to international crime. Our relationship
difficult first half, resulting in a profit for the year overall.
with the Home Office’s Accelerated Capability Environment
(ACE) went from strength to strength, and we became
The Company has made some bold changes to its operating
one of the select ACE Core+ partners within the ACE
model, a happy consequence of which has been a significant
community. A source of real advantage is that over 90% of
increase in consultant headcount. With nearly twice the
our consultants are already security-cleared, meaning that
number of consultants since 2021, it has been critically
we have been able to mobilise teams at short notice to work
important to retain the Triad culture that has permeated
within sensitive domains.
through the business for nearly 35 years. The combination of
challenges and rewarding work throughout the year has seen
From a public sector perspective, it is extremely gratifying
that culture not only preserved but enriched. We now have
to see that our work is directly helping to make the country
a strong platform for future headcount growth that does not
safer, cleaner, greener and more efficient. Within the private
compromise the quality of service cherished by our clients.
sector, we successfully completed our delivery programme
within Westcoast. The Westcoast CIO praised not only our
When it comes to client delivery, the year saw another
delivery capabilities but also upskilling of the Westcoast
significant contribution to improving public services in the
team, enabling them to utilise the latest engineering methods
UK, a source of great pride and satisfaction to all in the
on a self-sufficient basis.
company. Highlights included the delivery of an array of
project outcomes into the Ministry of Justice. Our team of
Our Microsoft 365 specialists continued to offer solutions
project management and programme management specialists
to a range of clients including Electoral Commission, RES,
were involved in projects including digital prisons, technology
QEnergy and BEIS. In all cases, clients are relying on us for
delivery into prison cells, legacy platform retirement initiatives,
the benefits of low-code solutions which are as robust and
and counter-fraud interventions. The service has bent and
durable as their more engineered cousins.
flexed to accommodate a range of challenging objectives,
Our user centred design team have continued to combine
whilst consistently impressing the customer.
the latest academic thinking with creative approaches to
Elsewhere, we have enjoyed similar success at the erstwhile
championing the needs of the user, resulting in the delivery
Department of Business, Energy and Industrial Strategy
of systems which are a pleasure to use.
(BEIS). Operating across several discrete contracts, we
Routes to market were improved during the year with
have supported BEIS in the areas of project management,
successful enrolment on to the National Highways ITC
agile delivery, software development, platform migration
Framework, in addition to ongoing participation in frameworks
and technical architecture. Highlights have included the
including DOS, G-Cloud, and Digital Services & Programmes.
successful launch of a case management system within
the Office of Product Safety and Standards, being part Significant investment went into the development of our
of a mixed supplier/client team that won the accolade of “Communities of Practice” model. The three practice
“Information Records Management Team of the Year” and areas cover (a) business analysis, user research, and user
completing the Discovery stage for the Clean Heat Market experience (b) technical and (c) delivery management, project
Mechanism service. The latter assignment cementing our management and PMO. Every consultant is a member of at
position as one of the digital leaders in the net zero space. least one practice area, and these are self-organising groups
that seek to develop the collective skill-base to continuously
At Department for Transport, we successfully steered the
improve our client offering. Cutting across the practice areas
Road Transport Greenhouse Gas Service product through
we developed “The Model Consultant” framework, aimed at
a GDS Beta assessment; no mean feat for a system of such
producing a consistently rewarding experience for our clients
complexity. It was particularly pleasing to pick up a range of
and providing staff with a means of continuous professional
positive comments, including the extent to which our user
development. The solidification of these support systems
research activities addressed the accessibility needs of a wide
during the year is a crucial part of preparing the Company for
range of users, including those who identified as dyslexic.
further headcount development.
4 | Triad Group Plc Annual Report and Accounts 2023
## Strategic report
Beyond delivery, the Company has continued to contribute defunct Digital Marketplace in the replacement platform, as
to the greater good. A number of volunteers took part in this is a key ingredient in helping suppliers understand how
the “Boycott your Bed” campaign run by the charity Action best to support buyers’ needs.
for Children. The Company also achieved level two status
I would like to echo the Chairman’s vote of thanks to our
on the “Disability Confident” employer scheme, and we
staff for their outstanding contributions, and to our clients
continued to support the TechTalent Charter in its quest to
for allowing us the opportunity to support them in their
make the technology sector more accessible. The Company
objectives.
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.
Adrian Leer
Looking forward, it is pleasing to note that we start the new Managing Director
year with a significant contract to deliver the Alpha and Beta 9 June 2023
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
Triad Group Plc Annual Report and Accounts 2023 | 5
## Strategic report
To develop long term client relationships across a broad
### Organisation overview
client base
### • Enduring client relationships fuel profitability. A
technology consultants to deliver technology-enabled
hallmark of our trading history has been the frequency
business change to organisations in the public sector, private
of repeat business, which itself has been a function
sector, and not-for-profit sector.
of outstanding delivery and proactive business
development within existing accounts.
### Business model
### • Our consistent track record in this regard is our major
The Group provides a range of consultancy services asset when developing propositions for new clients,
to clients to help them deliver a tangible return on their along with the use of case studies and references.
investment in technology. Our primary engagement model
### • We have structured our service offering to enable
is to deliver these services via our permanent consultants,
clients to engage early, thus enabling the building of
sometimes augmented by carefully selected associates.
trust and confidence from the outset.
We rely upon our in-house resourcing team to provide both
permanent and associate staff, ensuring that we maintain To work with partners
tight control of our supply chain and quality at all times.
### • Our strategy includes working with carefully chosen
Our services span the delivery life cycle from high level partners operating under their client frameworks in
consulting, early strategy, programme management, project addition to the frameworks on which Triad is listed. This will
delivery, software delivery, and support activities. expose more opportunities whilst reducing the cost of sale.
The Group operates mainly in the United Kingdom. Our To leverage group capability and efficiency to increase
workforce is increasingly distributed across the UK too, and profitability
we have permanent office space in Godalming (registered
### • We continue to develop synergies across the Group’s
office) and Milton Keynes.
activities both externally and internally, driving better
outcomes for clients whilst improving efficiency and
effectiveness. The management team sets objectives to
### Principal objectives
ensure that these synergies are exploited.
The principal objectives of the Group are to;
### • We enable our clients to benefit from access to a full range
### • Provide clients with industry leading service in our
of IT services, delivered through a single, easy to access,
core skills.
point of sale.
### • Achieve sustainable profitable growth across the
### • We will continue to provide the highest quality of service to
business and increase long term shareholder value.
our customers through our teams of skilled consultants and
market experts.
The key elements of our strategy to achieve our objectives are;
To provide a range of specialist services relevant to our
### clients’ business Principal risks and uncertainties
### • Our services include consultancy, change leadership, The Group’s business involves risks and uncertainties,
project delivery, software development and business which the Board systematically manages through its
insights. Further capacity and expertise may be planning and governance processes.
provided via our associate network.
The Board has conducted a robust assessment of the
### • We continue to adopt a “business first, technology principal risks facing the Group, examining the Group’s
second” approach to solving our clients’ problems. operating environment, scanning for potential risks to the
A cornerstone of our service offer is our consultancy health and wellbeing of the organisation. The Directors
model, offering advice and guidance to clients in terms factor into the business plan the likelihood and magnitude
of technology investments. 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.
6 | Triad Group Plc Annual Report and Accounts 2023
Triad Group Plc is engaged in the provision of information
## Strategic report
The outputs of this management review form part of the Availability of staff
Board’s governance process, reviewed at regular Board
In an extremely difficult market for talent acquisition, the ability
meetings. When emerging risks arise, these are reviewed
to access appropriately skilled resources, recruit and retain the
by senior management on an immediate basis and
best quality staff is key to ensuring the ability to deliver profitable
communicated to the Board as appropriate.
growth and deliver IT services to our clients. This situation has
The principal risks identified are: been exacerbated by the cost of living crisis which has resulted
in general inflation increases. The Group continues to recruit
IT services market
the best quality individuals and ensures a resilient network
The demand for IT services is affected by UK market of associate resources is scaled appropriately to meet the
conditions. This includes, for example, fluctuations in political demands of the business. To mitigate these risks, the Group
and economic uncertainty, and the level of public sector reviews remuneration and benefits on an annual basis and
spending. Negative impacts can reduce revenue growth and adjusts these accordingly within market rates. In addition, the
maintenance due to the loss of key clients, reduction in sales Group operates a Company-wide staff development programme
pipelines and reduction in current services. The creation of to ensure continuous personal growth and consistent staff
new services, acquisition of new clients and the development engagement. The on-boarding of new consultants is managed
of new commercial vehicles are important in protecting the by a highly experienced and dedicated team of resourcing
Group from fluctuations in market conditions. professionals, and this provides quality assurance processes to
accelerate hiring and reduce attrition.
Economy
Competition
The political and economic uncertainty generated by
Brexit still has the potential negatively to affect the Group’s The Group operates in a highly competitive environment.
marketplace due to an impact on Government spending The markets in which the Group operates are continually
plans and the cancellation or delay of IT projects. The monitored to respond effectively to emerging opportunities
strong relationships the Group enjoys with a large range of and threats. The Group ensures a high quality of service to
public sector clients within the UK mitigated this risk during long-tenured clients, which includes continuous review of
the year. During and following the Brexit transition, the delivery against project plan and obtaining client feedback.
Group continued to build strong trading partnerships with This promotes longevity of client relationships and to a high
EU based companies. Due to the current lack of restrictions degree mitigates the risk of competition.
of trading digital services within the EU, the Directors do
The risk associated with environmental, social and corporate
not foresee this changing in the future.
governance (ESG) is considered to be low, although the
Due to the nature of the Group’s client base and activities group takes its responsibilities in this regard very strongly.
in the UK, the current conflict in Ukraine has not had a Details of these responsibilities can be found on page 9.
direct impact, and is not considered to do so in the future,
There are or may be other risks and uncertainties faced
however there may be a secondary effect as a result of the
by the Group that the Directors currently deem immaterial,
impact on the wider economy. The Directors will continue
or of which they are unaware, that may have a material
to monitor this situation closely.
adverse impact on the Group.
Inflationary pressures and the challenging interest rate
The risk appetite of the Group is considered in light of the
environment in the UK mainly affect the Group’s ability to
principal risks and their impact on the ability to meet its
attract and retain staff as wage inflation will continue to be
strategic objectives. The Board regularly reviews the risk
a risk to the business. The Group’s response to this risk is
appetite which is set to balance opportunities for business
outlined within the Availability of staff below.
development and growth in areas of potentially higher risk,
Revenue visibility whilst maintaining reputation, regulatory compliance, and
high levels of customer satisfaction.
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
### Section 172 statement
uncertainty, particularly in the public sector, can reduce
visibility in securing new business. The Board carefully Section 172 of the Companies Act 2006 requires Directors
reviews forecasts to assess the level of risk arising from to take into consideration the interests of key stakeholders
business that is forecast to be won and maintains very in the Group in their decision making. Engagement with the
strong relationships with key client relationships. 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.
Triad Group Plc Annual Report and Accounts 2023 | 7
## Strategic report
The Board has identified the key stakeholders as are continually reviewed to enhance the wellbeing of all
shareholders, clients, partners, employees and suppliers. employees. Remuneration packages are reviewed on an
annual basis to ensure retention of employees, as are
### • Shareholders: Shareholders play a significant part
flexible working environments and grading reviews. During
in deciding the direction of the business. Dialogue is
the year ended 31 March 2022, the new Triad Employee
maintained with shareholders and their advisors and
Share Incentive Plan was implemented, which facilitates
issues of significance are communicated to shareholders
awards of restricted stock units (RSUs) to employees
as necessary. In addition, a full shareholder briefing is
from time to time within allowable limits. See page 29 for
presented at the Group’s annual general meeting of
details.
shareholders. Despite the political uncertainty in the
### first half of the financial year which negatively impacted • Suppliers: Effective engagement with suppliers enables
the business, the Board awarded an interim dividend of the Group to deliver a quality service to our clients.
2p per share (2022: 2p per share) to shareholders. This The Group maintains appropriate arm’s-length trading
decision was made following a detailed review of second relationships with quality suppliers and is fully committed
half profitability and cash flow which showed a material to fairness in its dealing with them, including embracing
improvement. The Board has proposed a final dividend the principle of paying suppliers within agreed credit
of 4p per share for the year ended 31 March 2023 due to terms during the course of normal business.
the recent trading performance and expected cash flows
The Directors continue to ensure there is full regard to
(2022: 4p per share).
the long-term interests of both the Group and its key
### • Clients: Delivering a quality service is the key to the stakeholders including the impact of its activities on the
Group’s future success, and effective and successful community, the environment and the Group’s reputation. In
delivery of services to our clients is the key focus of doing this, the Directors continue to act fairly and in good
the Group. To increase effectiveness, a constant review faith taking into account what is most likely to promote the
of utilisation rates and delivery structures has been long-term success of the Group.
undertaken to enhance the efficiency of the Group’s
### • Relations with key stakeholders such as shareholders,
service to clients. Key account delivery and management
employees, and suppliers are maintained by regular, open
tools have also been reviewed and enhanced to promote
and honest communication in both verbal and written form.
efficiencies. The Group continues the strategy of building
### permanent consultant numbers to improve and broaden • The Directors are fully aware of their responsibilities to
the skill sets and enhance delivery to clients, and utilise promote the success of the Group in accordance with
associates only on a limited basis where rare technical section 172 of the Companies Act 2006.
expertise is required.
### • The Directors continuously take into account the
### • Partners: Effective working relationships that enable interests of its principal stakeholders and how they are
future growth are important to the Group. The Group engaged. This is achieved through information provided by
continue to cultivate strong relationships with our management and also by ongoing direct engagement with
business partners, which may include intermediaries the stakeholders themselves.
and sub-vendor arrangements, with regular dialogue and
### • The Board has ensured an appropriate business structure
updates to ensure that delivery to our shared clients is as
is in place to ensure open and effective engagement with
effective as possible. During the financial year, the Group
the workforce via the Executive Directors and the senior
continued to explore delivery methods with partners that
management team.
enable the acquisition of new business.
### • The Board and the senior management team continue
### • Employees: Motivated and satisfied employees are
to work responsibly with all relevant stakeholders and
the lifeblood of our business and our people are key to
has appropriate anti-corruption and anti-bribery, equal
our success. The Group strives to achieve the highest
opportunities and whistleblowing procedures and policies
standards in its dealings with all employees. During the
in place.
financial year, the Group continued to deliver a high level
### • As required, non-Executive Directors, professional advisors
of communication with employees, including regular Group
and the Company Secretary provide support to the Board
meetings chaired by the Managing Director. One-to-one
to help ensure that sufficient consideration is given to
meetings with employees and the Managing Director are
stakeholder issues.
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
8 | Triad Group Plc Annual Report and Accounts 2023
## Strategic report
In all scenarios, it was found that there was sufficient
### Viability Statement
headroom in cash flow to continue operating within current
In accordance with the Listing Rules the Directors have
resources for the next 18 months, and without the requirement
assessed the Company’s viability over the next three financial
to utilise the available financing facility as detailed in note 3,
years. Given the Group’s business model and commercial and
or procure further external funding. The Group was therefore
financial exposures the Directors consider that three years
found to have sufficient financial strength to withstand
is an appropriate period for the assessment. The maximum
considerable financial headwinds.
period of visibility of commercial arrangements with clients is
The Board believes that the Group remains well placed to
currently two years, however in considering the assessment
navigate effectively a prolonged period of uncertainty and to
period assumptions have been made beyond this immediate
mitigate the risks presented by it.
timeframe based upon the strategic direction of the business.
As part of the long-term viability assessment the Directors
Based upon the results of this analysis, the Board has a
have considered the principal risks.
reasonable expectation that the Group will be able to continue
in operation and be able to meet its liabilities over the next
This assessment of viability has been made with reference
3-year viability period. In reaching this assessment, the Board
to the Group’s current financial and operational positions.
has taken into account future trading, access to external
Revenue projections, cash flows, availability of required
funding and cash flow expectations.
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
### Performance assessment, financial review
has survived several recessions.
### and outlook
An example of the robust performance of the business model
Financial and non-financial key performance indicators
was the successful navigation of the Covid-19 pandemic.
(KPIs) used by the Board to monitor progress are revenue,
Despite the overwhelming threat the pandemic presented,
profit from operations, EBITDA, gross margin and
the Group was able to improve profitability and increased
headcount. Financial KPIs are discussed in more detail in
cash reserves without the requirement for external funding or
the Financial review below. The outlook for the Group is
needing to take advantage of Government support schemes.
discussed in the Chairman’s statement on page 2.
This success was due to the agility of the business model,
client delivery techniques and the quality of our employees The KPIs are as follows;
and hiring processes.
2023 2022
Brexit has had no material negative impact upon the Group’s
client base and trading results. In some areas trading Revenue £14,858,000 £17,015,000
relationships have increased with new EU and European
trading partners, and this is expected to improve. Profit from operations £35,000 £1,108,000
The effects of IR35 legislation is minimal as the Group has

| continued to reduce associate fee earners in favour of higher | Earnings before interest, |  |  |
| --- | --- | --- | --- |
| margin permanent employees. The risk in this area is not | tax, depreciation and | £308,000 | £1,379,000 |
| considered material. | amortisation (EBITDA)¹ |  |  |

The Directors have approached the budget and forecasting
Gross margin 23.6% 28.1%
cycle for the 2024 financial year with a conservative outlook,
but are confident in the business model and the ability of the Average headcount 115 104
highly skilled and long tenured consultants to improve upon
these conservative expectations.
 EBITDA – Profit from operations of £35,000 (2022: £1,108,000)
The viability assessment considered the principal risks
adding back the depreciation and amortisation charge in the
as set out on page 6. The Board modelled a number of
year of £273,000 (2022: £271,000)
realistic scenarios based upon conservative budgets and
forecasts. This included modelling the most severe scenario
### possible which assumed that all current client contracts Corporate social responsibility
discontinued at expiry, with no extension or replacement and
Our employees
with no further cost mitigation. The group have extended at
a high level these forecasts to 3 years for the purposes of The Group is committed to equal opportunities and
considering viability. 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.
Triad Group Plc Annual Report and Accounts 2023 | 9
## Strategic report
Culture and engagement
The Group recognises the importance of having effective including several platforms within the business to share good
communication and consultation with, and of providing practice, successes and potential improvements.
leadership to, all its employees. The Group promotes the We continue to include diversity within our recruitment
involvement of its employees in understanding the aims and policies and make improvements as appropriate.
performance of the business. An assessment of culture,
engagement and future contribution made to the business by The following table shows the average number of persons
employees is made at each Board meeting and is considered a employed during the year, by gender, who were Directors,
key aspect of the meetings. The Board has been satisfied with senior managers or employees of the Company.
policies and practices and they are aligned with the Group’s
purpose and strategy and no corrective action is required.
Male Female To t a l
The Group strives to recruit and retain high quality employees
Directors 6 1 7
at the cutting edge of technology. A key engagement factor
Senior managers 2 – 2
is the continuous professional development of all staff and
the Group is committed to providing increased training and Employees 75 31 106
development opportunities, to enhance both the expertise and
Tot al 83 32 115
engagement of our workforce, and improving the quality of our
services to our clients.
The average female employees as a proportion of the total
Diversity and inclusion
Group employees continues to improve and during the year
Diversity and inclusion is a key component of working life ending 31 March 2023 this increased to 28% (2022: 26%).
in the Group. Employees are encouraged to take an active
role in decision making and driving the business forward,
The following table shows the gender identity and ethnic background of the Board and senior management team during the year.
Number in
Number of senior Percentage
Number of Board Percentage of the senior
positions on the of senior
members the Board management
Board management
team
Men 6 86% 4 2 100%
Women 1 14% – – –
White British or other White 7 100% 4 2 100%
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:
10 | Triad Group Plc Annual Report and Accounts 2023
## Strategic report
Governance – Governance Assessing, identifying, and managing climate related issues is part of the management team’s
of climate related risks and responsibilities. The Board are informed of any climate related issues identified by the management
opportunities 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 No actual or potential impacts on the Group have been analysed due to the limited impact of climate
or potential climate related related issues over the short, medium and long term, including lower carbon economy considerations
risks and opportunities 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 – Climate related risks are assessed as per other risks to the Group, described on page 6.
identification, assessment, There are no regulatory requirements that would have a material impact on the Group, and in line
and management of climate with our Carbon Reduction Plan, the Group is moving towards zero rated emissions by 2050.
related risks
Metrics – metrics and The Group’s emissions per scope are detailed below in line with SECR requirements, along with our
targets used to assess, KPIs of tCO2e per £1m of revenue and per average total headcount, using the emission factors from
manage and report relevant the Government’s GHG Conversion Factors 2022.
climate-related risks and
Scope 1 – Combustion of fuel; one of the Group’s offices uses gas for heating, which due to the
opportunities
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.
Triad Group Plc Annual Report and Accounts 2023 | 11
## Strategic report
The Group has used mileage reports, public transport The emissions are generated solely by activities in the UK.
journey details and meter readings converted to tCO e Emissions generated by electricity consumption is 48%
2
using the 2022 UK Government’s conversion factors for (2022: 59%).
company reporting of greenhouse gas emissions.
The Group has not been subject to any environmental fines
The annual quantity of greenhouse gas (GHG) emissions during the year ended 31 March 2023 (2022: nil).
for the period 1 April 2022 to 31 March 2023 in tonnes of
Social, community and human rights issues
carbon dioxide equivalents (tCO e) for the Group is shown
2
in the table below, updated following reassessment of Triad takes its responsibilities to the community and society
carbon footprint criteria: as a whole very seriously. With people at the core of our
values, during 2020 Triad was proud to have achieved its
2023 2022 first Disability Confident badge – Disability Confident Level
GHG emissions
tCOe¹ tCOe¹ 1 (“Committed”). To show our continued commitment in this
area, during the year we achieved Disability Confident Level
Emission source:
2 (“Employer”), with the ambition to move to the highest
Scope 1 – Combustion
level (Level 3 – “Leader”) over the next 12 months.
7 8
of fuel
We are using this to guide our practices, particularly with
Scope 2 – Electricity
regards to equality of opportunity for disabled staff and
and heat purchased for 29 26
through our recruitment process. An example of this is the
own use
introduction of a Disability & Accessibility Network, which
Tot al 36 34 has been set up to support Triad employees including those
with physical and mental impairments.
Scope 3 – Including
business travel and 24 11 From becoming members of Tech Talent Charter in
commuting 2021, we have continued to improve our monitoring of
under-represented groups in the workplace through the
Total 60 45
introduction of company-wide surveys on social mobility
tCO e per £1m revenue 4.0 2.6 and diversity, alongside updating our Equal Opportunities
2
Policy to reflect our commitments. We believe we are
FTE 115 104
working to make a real difference to inclusion and diversity
within our organisation and across the technology sector.
Intensity ratio (tCO₂e per FTE) 0.5 0.4
The Group actively supports charities. Managing Director
  The calculation of tCO e for each source has been prepared
2
Adrian Leer is a board member of Action for Children,
in accordance with DEFRA guidelines for GHG reporting.
and our staff participate in regular fund-raising activities
The annual energy consumed as a result of the purchase of
for the charity, promoted and supported by Triad. Further
electricity and heat for the period 1 April 2022 to 31 March
charitable donations made in the year included The City
2023 in kWh is shown in the table below:
of London Police Cadets, which helped to fund extra-
curricular development activities for young people within
2023 2022
the organisation.
Energy consumed (kWh) 151,355 124,397
There are no human rights issues that impact upon
operations.

| kWh per £1m revenue | 10,158 |  | 7,317 |
| --- | --- | --- | --- |
| FTE |  | 115 | 104 |
| Intensity ratio (kWh per FTE) | 1,316 |  | 1,196 |

12 | Triad Group Plc Annual Report and Accounts 2023
## Strategic report
Non-current assets
### Financial review
Non-current assets excluding taxation increased by £0.4m
Group performance
(2022: reduction £0.1m). This was due to the increase in the
Group revenue has decreased to £14.9m (2022: £17.0m) due
right of use asset of £0.2m (2022: reduction £0.2m) and the
to an ongoing increase of consultancy revenues replacing
finance lease receivable of £0.4m (2022: reduction £0.1m) as
associate led assignments as a proportion of total revenue,
the lease break on one property was not taken, a reduction
serviced by permanent fee earning consultants. Gross
of £0.08m was related to purchased assets (2022: increase
profit reduced to £3.5m (2022: £4.8m), primarily due to the
£0.05m) and trade receivables reduced by £0.1m (2022:
increased number of consultants temporarily off charge in
increase £0.1m).
the first half of the year, and this has also resulted in the
Taxation
gross profit as a percentage of revenue reducing to 23.6%
(2022: 28.1%).
The Group adopts a low-risk approach to its tax affairs. The
Group does not employ any complex tax structures or engage
The Group reports a profit from operations before taxation of
in any aggressive tax planning or tax avoidance schemes. The
£9k (2022: £1.1m). The reduction in profitability before tax of
deferred tax asset decreased to £0.11m (2022: £0.16m) in the
£1.1m and the reduction in gross profit (£1.3m), was primarily
year, mainly due to the expectation that tax losses brought
due to reduced consultant utilisation. This is offset by the
forward will be offset against future profits at a relatively lower
reduction in administrative personnel overheads of £0.2m. The
level (see note 8).
Group reports a loss after tax of £44k (2022: profit £1.2m).
Net assets
The balance sheet remains strong with no external debt,
with the exception of the lease liabilities arising due to the
The net asset position of the Group at 31 March 2023 was
application of IFRS 16, and the Group enjoys strong reserves
£5.2m (2022: £6.0m). The effect of the non-enacted lease
of cash at £4.8m (2022: £5.3m) and no bad debts (2022: nil).
break on one property increased total assets by £0.6m and
total liabilities by a corresponding £0.6m, and so no overall
Overheads
effect upon net assets in the year. Further movements during
Administrative expenses for the year are £3.5m (2022:
the year are detailed on page 42.
£3.7m). The reduction of £0.2m was the net effect of a
Share options and restricted stock units
reduction in administrative personnel costs derived from
a reduction in discretionary one-off payments of £0.3m,
A total of 43,084 options were exercised by staff during the
reduction in other personnel related costs of £0.1m and
year (2022: 511,000). No further options were granted in the
an increase in share-based payments of £0.2m and other
year (2022: nil).
personnel related costs. Non-personnel costs remained
No restricted stock options (RSUs) were granted to either
static in the period.
Directors or staff during the year (2022: 750,000).
Staff costs
A share-based expense has been recognised in the year of
Total staff costs have increased to £10.0m (2022: £8.6m)
£200,128 (2022: £476).
(note 7) which is predominantly due to the increase in the
Dividends
average fee earning consultant number to 93 (2022: 77) in
line with the Group’s organic growth strategy. This growth in With the strong expectation of continued profitability and future
consultant numbers has materially improved the ratio of fee positive cash flows, the Board are proposing a final dividend
earners to administration staff to 19:1 (2022: 9:1). of 4p per share (2022: 4p per share), which together with the
interim dividend already paid of 2p (2022: 2p per share), totals
Cash
6p per share for the financial year (2022: 6p per share). See
Cash and cash equivalents as at 31 March 2023 reduced to
note 9.
£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 By order of the Board
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 | James McDonald |
| --- | --- |
| £0.01m) reflecting the low investment in capital expenditure | Finance Director |
| during the period. | 9 June 2023 |

Triad Group Plc Annual Report and Accounts 2023 | 13
## Directors’ report
The Directors present their Annual report on the activities as to prevent dealing in listed shares from taking place)
of the Group, together with the financial statements for the and on which the Company has a lien. The Board may
year ended 31 March 2023. The Board confirms that these, also refuse to register any transfer unless it is in respect
taken as a whole, are fair, balanced and understandable, of only one class of shares, in favour of no more than
and that they provide the information necessary for four transferees, lodged at the Registered office, or such
shareholders to assess the Group’s and Company’s position other place as the Board may decide, for registration,
and performance, business model and strategy, and that accompanied by a certificate for the shares to be
the narrative sections of the report are consistent with the transferred (except where the shares are registered in
financial statements and accurately reflect the Group’s the name of a market nominee and no certificate has
performance and financial position. been issued for them) and such other evidence as the
Board may reasonably require to prove the title of the
The Strategic report provides information relating to the
intending transferor or his right to transfer the shares.
Group’s activities, its business and strategy and the principal
risks and uncertainties faced by the business, including Certain restrictions may from time to time be imposed by
analysis using financial and other KPIs where necessary. laws and regulations, for example:
These sections, together with the Directors’ remuneration
### • Insider trading laws; and
and Corporate Governance reports, provide an overview of
### the Group, including environmental and employee matters • Whereby certain employees of the Group require the
and give an indication of future developments in the Group’s approval of the Company to deal in the Company’s
business, so providing a balanced assessment of the Group’s ordinary shares.
position and prospects, in accordance with the latest narrative
Appointment and replacement of Directors
reporting requirements. The Group’s subsidiary undertakings
The Board may appoint Directors. Any Directors so appointed
are disclosed in the note 14 to the financial statements.
shall retire from office at the next Annual General Meeting of
Corporate Governance disclosures required within the
the Company but shall then be eligible for re-appointment.
Directors’ report have been included within our Corporate
The current Articles require that at the Annual General
Governance report beginning on page 17 and form part of
Meeting one third of the Directors shall retire from office but
this report.
shall be eligible for re-appointment. The Directors to retire
by rotation at each Annual General Meeting shall include any
### Share capital and substantial Director who wishes to retire and not offer themselves for re-
### shareholdings election and otherwise shall be the Directors who, at the date
of the meeting, have been longest in office since their last
Share capital
appointment or re-appointment.
As at 31 March 2023, the Company’s issued share capital
A Director may be removed from office by the service of a
comprised a single class of shares referred to as ordinary
notice to that effect signed by at least three quarters of all the
shares. Details of the ordinary share capital can be found in
other Directors.
note 19 to these financial statements.
Amendment of the Company’s Articles of Association
Voting rights
The Company’s Articles may only be amended by a special
The Group’s articles provide that on a show of hands at a
resolution passed at a general meeting of shareholders.
general meeting of the Company every member who (being
an individual) is present in person and entitled to vote shall Substantial shareholdings
have one vote and on a poll, every member who is present
As at 31 March 2023, since the date of the last annual report
in person or by proxy shall have one vote for every share
in May 2022, the Company had received the following
held. The notice of the Annual General Meeting specifies
notifications relating to interests in the Company’s issued share
deadlines for exercising voting rights and appointing a
capital, as required under the Disclosure and Transparency
proxy or proxies to vote in relation to resolutions to be
Rules (DTR 5) when a notifiable threshold is crossed:
passed at the Annual General Meeting.
Transfer of shares Percentage of issued share capital
There are no restrictions on the transfer of ordinary shares M Needham and S Cook (as the joint
20.98%
in the Company other than as contained in the Articles: trustees in bankruptcy of M Makar)
### • The Board may, in its absolute discretion, and without W Barbour 5.03%
giving any reason for its decision, refuse to register any
transfer of a share which is not fully paid up (but not so
14 | Triad Group Plc Annual Report and Accounts 2023
## Directors’ report
Since the year end, the Company received the following
### Disclosure of information to auditor
further notifications:
All of the current Directors have taken all the steps that
they ought to have taken to make themselves aware of
Percentage of issued share capital
any information needed by the Company’s auditor for the
AM Fulton 3.00%
purposes of their audit and to establish that the auditor is
aware of that information. The Directors are not aware of any
As at 9 June 2023, no further notifications have been received relevant audit information of which the auditor is unaware.
since the year end.
### Forward-looking statements
### Dividends
The Strategic report contains forward-looking statements.
There was a 2p per share interim dividend paid during the Due to the inherent uncertainties, including both economic
year (2022: 2p per share).The Directors propose a final and business risk factors, underlying such forward-looking
dividend of 4p per share (2022: 4p per share). information, the actual results of operations, financial
position and liquidity may differ materially from those
expressed or implied by these forward-looking statements.
### Financial instruments
The Board reviews and agrees policies for managing
### Going concern
financial risk. These policies, together with an analysis of the
Group’s exposure to financial risks are summarised in note 3 The Group’s business activities, together with the factors
of these financial statements. 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
### Research and development activity
borrowing facilities are described in the Strategic report.
Research and development activities are undertaken with In addition, note 3 to the financial statements includes the
the prospect of gaining new technical knowledge and Group’s objectives, policies and processes for managing its
understanding and developing new software. During the year, capital, its financial risk management objectives, details of its
our activities included the utilisation of a dedicated team to financial instruments and hedging activities, and its exposure
complete the development of a unique lightweight SharePoint to credit risk and liquidity risk. The Group meets its day to
site provisioning tool, which would provide a competitive day working capital requirements through cash reserves and
advantage in the marketplace. Also of note, a prototype an invoice finance facility (which is currently unutilised).
service was also developed that will allow industry to assess
The Group operates an efficient low-cost and historically
their exposure with respect to new heat pump legislation,
cash generative model. The client base generally consists of
which builds upon on the Group’s net zero experience and
large blue-chip entities, particularly within the public sector,
credentials. None of the research and development activity
enjoying long-term and productive client relationships. As
met the required criteria for capitalisation.
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
### Directors’ interests in contracts
current finance facility.
Directors’ interests in contracts are shown in note 21 to
The going concern assessment considered a number of
the accounts.
realistic scenarios covering the period ending 30 September
2024, including the ability of future client acquisition, and the
### Directors’ insurance and indemnities impact of the reduction in services of key clients upon future
cash flows. In addition, in the most severe scenario possible,
The Company maintains Directors’ and Officers’ liability
a reverse stress test was modelled which included all current
insurance which gives appropriate cover for any legal action
client contracts discontinued at expiry with no extension or
brought against its Directors and Officers. The Directors also
replacement and with no cost mitigation. Even in the most
have the benefit of the indemnity provisions contained in the
extreme scenario, the Group has enough liquidity and long-
Company’s Articles of Association. These provisions, which
term contracts to support the business through the going
are qualifying third-party indemnity provisions as defined
concern period. The Directors have concluded from these
by Section 236 of the Companies Act 2006, were in force
assessments that the Group would have sufficient headroom
throughout the year and are currently in force.
in cash balances to continue in operation.
Triad Group Plc Annual Report and Accounts 2023 | 15
## Directors’ report
### Further information in relation to the Directors’ consideration • prepare the financial statements on the going concern
of the going concern position of the Group is contained in basis unless it is inappropriate to presume that the
the Viability statement on page 9. group and the Company will continue in business;
### After making enquiries, including a review of the wider • prepare a directors’ report, a strategic report and
economy including Brexit, inflationary pressures and the directors’ remuneration report which comply with the
Ukraine conflict, the Directors have a reasonable expectation requirements of the Companies Act 2006.
that the Group has adequate resources to continue in
The Directors are responsible for keeping adequate
operational existence for the foreseeable future and at least
accounting records that are sufficient to show and explain
twelve months from the date of approval of the financial
the Company’s transactions and disclose with reasonable
statements. Accordingly, they continue to adopt the going
accuracy at any time the financial position of the Company
concern basis in preparing the annual report and accounts.
and enable them to ensure that the financial statements
comply with the Companies Act 2006.
### Auditor They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the
BDO LLP have indicated their willingness to continue in
prevention and detection of fraud and other irregularities.
office. Accordingly, a resolution to reappoint BDO LLP as
The Directors are responsible for ensuring that the
auditors of the Company will be proposed at the next Annual
annual report and accounts, taken as a whole, are fair,
General Meeting.
balanced, and understandable and provides the information
necessary for shareholders to assess the group’s
### Environment and greenhouse performance, business model and strategy.
### gas reporting
Website publication
Carbon dioxide emissions data is contained in the Corporate
The directors are responsible for ensuring the annual report
social responsibility section of the Strategic 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
### Statement of Directors’ responsibilities
governing the preparation and dissemination of financial
The Directors are responsible for preparing the annual report statements, which may vary from legislation in other
and the financial statements in accordance with international jurisdictions. The maintenance and integrity of the company's
accounting standards in conformity with the requirements of website is the responsibility of the directors. The directors'
the Companies Act 2006 and applicable law and regulations. responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors’ responsibilities pursuant to DTR4
Directors are required to prepare the Group financial
The directors confirm to the best of their knowledge:
statements and have elected to prepare the Parent Company
### financial statements in accordance with UK adopted • The financial statements have been prepared in
international accounting standards (‘IFRS’). Under company accordance with the applicable set of accounting
law the Directors must not approve the financial statements standards, give a true and fair view of the assets,
unless they are satisfied that they give a true and fair view of liabilities, financial position and profit and loss of the
the state of affairs of the group and company and of the profit group and company.
or loss for the group for that period.
### • The annual report includes a fair review of the
In preparing these financial statements, the Directors are development and performance of the business and
required to: the financial position of the Group and Company,
together with a description of the principal risks and
### • select suitable accounting policies and then apply them
uncertainties that they face..
consistently;

| • | make judgements and accounting estimates that are |  |
| --- | --- | --- |
|  | reasonable and prudent; | By order of the Board |
| • | state whether they have been prepared in accordance |  |
|  | with UK adopted international accounting standards | James McDonald |
|  | (‘IFRS ), subject to any material departures disclosed | Company Secretary |
|  | and explained in the financial statements | 9 June 2023 |

16 | Triad Group Plc Annual Report and Accounts 2023
# Corporate governance report

The Board has considered the principles and provisions of the UK Corporate Governance Code 2018 ("the Code") applicable for this financial period. The changes made in the revised Code attempt to improve corporate governance processes and encourage companies to demonstrate how good governance contributes to the achievement of long-term success for stakeholders. The Group keep governance matters under constant review. Despite the changes in the Code requiring a review of processes, there has not been a requirement to make fundamental changes to strategy or working practices.

The following statement sets out the Group's application of the principles of the Code and the extent of compliance with the Code's provisions, made in accordance with the requirements of the Listing Rules.

## The Board

The Board is responsible for the long-term and sustainable success of the business, and considers all opportunities and risks as set out in the principal risks and uncertainties on page 6. Further, the Board considers how good governance can assist in promoting the delivery of the strategy, by reference to strong stakeholder engagement. Details of how the Board drive this engagement can be found within the S172 statement on page 7.

The Directors who held office during the financial year were:

### Executive Directors

|  Dr John Rigg, Chairman  |
| --- |
|  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.

Triad Group Plc Annual Report and Accounts 2023 | 17
## Corporate governance report
Charlotte Rigg is Deputy Executive Chairman and was Employee engagement is taken very seriously by the Board,
appointed to this position on 1 June 2023. She was and the need to engage with the workforce is even more
appointed to the Board as non-Executive Director on important since the onset of the pandemic. Bi-weekly Group-
1 January 2020. Charlotte Rigg’s experience is both wide communication meetings chaired by the Managing
extensive and diverse. Over the last 25 years she has built Director take place where there is a forum available for all
an internationally recognised stud farm and runs a sizeable staff to participate and contribute directly with management.
upland grazing farm in Cumbria where the stud is based. Senior management meet daily to discuss the business and
In addition, Charlotte runs a successful and expanding create appropriate communications that predominantly seek
investment property portfolio which has been established for to enhance the well-being of staff, but also look to align
over 20 years. Group values to strategy. Further, on-line platforms exist
that enable constructive discussions concerning operational
James McDonald is Finance Director and was appointed
delivery and best practice. Given the size of the Group, it
to the Board on 16 June 2020. He joined the Company in
is not appropriate to develop any sub-committees for this
February 2020 and, in March 2020, assumed the position
purpose and direct Group forums encourage all staff to
of Company Secretary and acting Finance Director. He is a
participate without dilution of message.
Chartered Certified Accountant and has previously held a
senior finance position at Foxtons Group plc, prior to which In a competitive marketplace for talent, the Board ensure
he was Group Finance Director and Company Secretary at further engagement via regular pay reviews and formal staff
Brook Street Bureau Plc. He qualified with EY in London. development processes, which enable training and career
aspirations to be discussed along with the facilitation of
Alison Lander is a non-Executive Director and was
individual career paths. The Board are firmly of the view that
appointed to this position on 1 June 2023. She is a science
the culture centred around the recruitment and retention of
graduate with many years’ experience of working with blue-
quality staff, their wellbeing, development and future career
chip organisations within the IT sector, including Vickers
and remuneration aspirations will drive the strategic aims of
Shipbuilding, Fokker Space and Triad Group Plc. She has
the business and drive stakeholder value in the long-term.
also had a continuous relationship with the Group, assisting
the Chairman and Board for over 20 years. The Board meets regularly with senior management to
discuss operational matters. The non-Executive Directors
The Board exercises full and effective control of the Group
must satisfy themselves on the integrity of financial
and has a formal schedule of matters specifically reserved to
information and that financial controls and systems of
it for decision making, including responsibility for formulating,
risk management are robust. Following presentations by
reviewing and approving Group strategy, budgets and major
senior management and a disciplined process of review
items of capital expenditure.
and challenge by the Board, clear decisions on the policy
Regularly the Board will consider and discuss matters that or strategy are adopted that preserve Group values and
include, but are not limited to: are sustainable over the long-term. The responsibility for
implementing Board decisions is delegated to management
### • Strategy;
on a structured basis and monitored at subsequent meetings.
### • Shareholder value;
During the period under review, and to date, the Executive
### • Financial performance and forecasts;
Chairman has not held any business commitments outside
the Group.
### • Alignment of culture to Group values;
Alistair Fulton is the nominated senior independent non-
### • Employee engagement;
Executive Director. Charlotte Rigg is Deputy Executive
### • Human resources; and
Chairman and both Chris Duckworth and Alison Lander are
### • City and compliance matters. non-Executive Directors. All have long-standing experience
as company directors and are free from any business or
The Executive Chairman, John Rigg, is responsible for the
other relationship that could materially interfere with the
leadership and efficient operation of the Board. This entails
exercise of their independent judgement. The Board benefits
ensuring that Board meetings are held in an open manner
from their experience and independence, when they bring
and allow sufficient time for agenda points to be discussed.
their judgement to Board decisions. The Board considers
It also entails the regular appraisal of each Director, providing
that all continue to remain independent for the reasons
feedback and reviewing any training or development needs.
stated above.
18 | Triad Group Plc Annual Report and Accounts 2023
## Corporate governance report
The Group has a procedure for Directors to take independent The Audit Committee is responsible for reviewing the
professional advice in connection with the affairs of the Group Group’s annual and interim financial statements and other
and the discharge of their duties as Directors. announcements. It is also responsible for reviewing
the Group’s internal financial controls and its internal
The Board has an Audit Committee, comprised of the
control and risk management systems. It considers the
Executive Chairman John Rigg, and the independent non-
appointment and fees of the external auditor and discusses
Executive Directors, Alistair Fulton and Chris Duckworth.
the audit scope and findings arising from audits. The
The Committee is chaired by Alistair Fulton.
Committee is also responsible for assessing the Group’s
The Board has a Remuneration Committee, comprised of need for an internal audit function.
the Executive Chairman John Rigg, the independent non-
Consideration of significant issues in relation to the
Executive Director Alistair Fulton and Deputy Executive
financial statements
Chairman Charlotte Rigg. No third-party advisors have a
position on the committee or have provided services to the The Audit Committee have considered the following
Committee during the year. The Committee is chaired by significant issues in relation to the preparation of these
Alistair Fulton. financial statements;
The following table shows the attendance of Directors at Revenue recognition: The Committee has considered
scheduled meetings of the Board and Audit and Remuneration revenue recognised in projects during, and active at the
Committees during the year ended 31 March 2023 and shows end of the financial year to ensure revenue has been
that the Board are able to allocate sufficient time to the recognised correctly. Furthermore, the Committee has also
company to discharge their responsibilities effectively. assessed whether the Group is acting as agent or principle
in a transaction.

|  |  | Audit | Remuneration |  |
| --- | --- | --- | --- | --- |
| Board |  |  |  | IFRS 16 ‘Leases’: The Committee have considered |
|  | Committee |  | Committee |  |

the accounting treatment with respect to the critical
Number of meetings held 14 1 2
accounting estimates.
Number of meetings attended
Dilapidations provisions: The Committee have considered
the accounting treatment with respect to the critical
Executive Directors:
accounting estimates.
John Rigg (Chairman) 14 1 2
Going concern: The Committee has reviewed budgets,
Adrian Leer 14 – –
deferred tax calculations and cash flow projections against
borrowing facilities available to the Group, to ensure the
Tim Eckes 13 – –
going concern basis of preparation of the results remains

| James McDonald 14 – – | appropriate. |
| --- | --- |
| Non-Executive Directors: | Meetings with auditor and senior finance team |
| Alistair Fulton 11 1 2 | Members of the Audit Committee met with the senior |

finance team in advance of their meeting with the auditor,
Chris Duckworth 11 1 –
prior to commencement of the year-end audit to discuss;
Charlotte Rigg 14 – 2
### • Audit scope, strategy and objectives
### • Key audit and accounting matters
### Audit Committee
### • Independence and audit fee
The members of the Audit Committee are shown above.
A meeting was held prior to the completion of the audit
with the senior finance team and the auditor to assess the
The Board believe that John Rigg, a Chartered Accountant
effectiveness of the audit and discuss audit findings.
with broad experience of the IT industry, Alistair Fulton,
who has been a Director of companies in the IT sector for
Effectiveness of external audit process
over 30 years and Chris Duckworth, with many years of
The Committee conducts an annual review of the
experience in senior finance positions in listed companies,
effectiveness of the annual report process. Inputs into the
have recent and relevant financial experience, as required
review include feedback from the finance team, planning
by the Code.
and scope of the audit process and identification of risk, the
Triad Group Plc Annual Report and Accounts 2023 | 19
## Corporate governance report
execution of the audit, communication by the auditor with system of internal control and for reviewing its effectiveness.
the Committee, how the audit adds value and a review of Such a system is designed to manage rather than eliminate
auditor independence and objectivity. Feedback is provided risk of failure to achieve business objectives and can only
to the external auditor and management by the Committee, provide reasonable and not absolute assurance against
with any actions reviewed by the Committee. misstatement or loss.
Auditor independence and objectivity In compliance with the Code, the Audit Committee regularly
reviews the effectiveness of the Group's systems of
The Committee has procedures in place to ensure that
internal financial control and risk management. The Board’s
independence and objectivity is not impaired. These include
monitoring covers all controls, including financial, operational
restrictions on the types of services which the external
and compliance controls and risk management. It is based
auditor can provide, in line with the FRC Ethical Standards
principally on reviewing reports from management to
on Auditing. The external auditor has safeguards in place
consider whether significant weaknesses and risks are
to ensure that objectivity and independence is maintained
effectively managed and, if applicable, considering the need
and the Committee regularly reviews independence taking
for more extensive monitoring.
into consideration relevant UK professional and regulatory
requirements. The external auditor is required to rotate the The Board has also performed a specific assessment for the
audit partner responsible for the Group audit every five years. purpose of this annual report. This assessment considers all
significant aspects of internal control and risk management
Non-audit fees
arising during the period covered by the report.
During the year the Group did not engage its auditor for
The key elements of the internal control and risk
any non-audit work.
management systems are described below:
The Committee is responsible for reviewing any non-audit
### • Clearly documented procedures contained in a series of
work to ensure it is permissible under EU audit regulations
manuals covering Group operations and management,
and that fees charged are justified, thus ensuring auditor
which are subject to internal project audit and external
independence is preserved.
audit as well as regular Board review.
Appointment of external auditor
### • The Group’s controls include appropriate segregation of
BDO LLP was reappointed external auditor in 2017 duties which are embedded in the organisation
following a tendering process.
### • The Group has a formal process for planning, reporting
BDO LLP has confirmed to the Committee that they remain and reviewing financial performance against strategy,
independent and have maintained internal safeguards to budgets, forecasts and on a monthly, bi-annual and
ensure that the objectivity of the engagement partner and annual basis.
audit staff is not impaired.
### • An appropriate budgeting process where the business
Mandatory rotation of the auditor is required for the year prepares budgets for the coming year, which are
ending 31 March 2025 and the Board are preparing to apply approved by the Board.
the appropriate tendering and selection process to appoint
### • Close involvement in the day-to-day management of the
a new auditor.
business by the Executive Directors.
Internal audit
### • Regular meetings between the Executive Chairman,
The Audit Committee has considered the need for a Executive Directors and senior managers to discuss and
separate internal audit function this year but does not monitor potential risks to the business, and to implement
consider it appropriate in view of the size of the Group. The mitigation plans to address them.
Group is certified to ISO 9001:2015 and ISO 27001:2013.
Internal controls and risk management
### Remuneration Committee
The Board has applied the internal control and risk
The Remuneration Committee is responsible for setting
management provisions of the Code by establishing a
remuneration for Executive Directors and the Chairman in
continuous process for identifying, evaluating and managing
accordance with the remuneration policy below. In addition, the
the significant and emerging risks faced by the Group. The
Committee is responsible for recommending and monitoring
Board regularly reviews the process, which has been in
the level and structure of remuneration for senior management.
place from the start of the year to the date of approval of
this report and which is in accordance with FRC guidance on The Group’s Remuneration Committee is authorised to take
risk management, internal control and related financial and appropriate counsel to enable it to discharge its duty to make
business reporting. The Board is responsible for the Group's recommendations to the Board in respect of all aspects of the
20 | Triad Group Plc Annual Report and Accounts 2023
## Corporate governance report
remuneration package of Directors. The Committee also takes Provisions 17/23 There should be a nominations committee
into account the general workforce remuneration awards when which should lead the process for board
setting Director remuneration. appointments and make recommendations to
the board. The Board considers that because
The Directors’ remuneration report can be found on page 22.
of its size, the whole Board should be involved
in Board appointments.
### Whistleblowing
Provision 18 All directors should be subject to annual re-
Staff may contact the senior independent non-Executive election. The Board consider that because of
Director, in confidence, to raise genuine concerns of possible its size, re-election by rotation in accordance
improprieties in financial reporting, or employee related matters. 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
### Board evaluation
years from the date of their first appointment to
Board members are made fully aware of their duties and the board. The Board considers that because
responsibilities as Directors of listed companies and are of its size and critically, due to the experience
supported in understanding and applying these by established of the Executive Chairman, this would not
and more experienced Directors. The Executive Chairman be appropriate. The Board believe that re-
continuously evaluates the ability of the Board to perform election in accordance with the Company’s
its duties and recognises the strengths and addresses any Articles of Association is sufficient.
weaknesses of the Board. In addition, training is available
Provision 20 Open advertising and/or an external search
for any Director at the Group’s expense should the Board
consultancy should generally be used for the
consider it appropriate in the interests of the Group.
appointment of the chair and non-executive
directors. The Board has a strong culture
of promoting from within with relevant
### Relations with shareholders
experience to the Group.
Substantial time and effort is spent by Board members
Provisions 21/23 The board should undertake a formal and rigorous
on meetings with and presentations to existing and
annual evaluation of its own performance and that
prospective investors. The views of shareholders derived
of its committees and individual Directors. There
from such meetings are disseminated by the Chairman to
is a process of continuous informal evaluation,
other Board members.
due to the small size of the Board.
Private shareholders are invited to attend and participate at
Provision 24 The chair of the board should not be a member
the Annual General Meeting.
of the audit committee. The Board considers
that because of its size, and the relevant
### Terms of reference knowledge and experience of the Executive
Chairman, that this is not appropriate.
The terms of reference of the Audit and Remuneration
Committees are available on request from the Company DTR 7.2.8 ARR The requirement to detail performance against
Secretary. a diversity policy. The Group has a diversity
policy which meets our legal requirements.
The monitoring of performance against this
### Statement of compliance
policy is an area which the Board take very
The Board considers that it has been compliant with the seriously and continuously look to improve.
provisions of the Code for the whole of the period, except The size of the Group and the long tenure of
as detailed below: senior staff provide constraints to improving
ratios in the short-term.
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 By order of the Board
Managing Director. The Board currently has no
plans to recruit a Chief Executive Officer as it

| considers that the duties are being satisfactorily | James McDonald |
| --- | --- |
| covered by members of the Executive Board | Company Secretary |
| and the Group’s senior management. | 9 June 2023 |

Triad Group Plc Annual Report and Accounts 2023 | 21
## 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.
22 | Triad Group Plc Annual Report and Accounts 2023
## Directors’ remuneration report
Policy table – Executive Directors
Element & purpose Operation Maximum payable Performance metrics
Base salary Reviewed annually taking into Ordinarily, salary increases will None, although individual
consideration market data, be in line with average increases performance is considered when
Reflects the
business performance, external awarded to other employees in setting salary levels.
individual’s skills,
economic factors, the complexity the Company.
responsibilities and
of the business and the role, cost,
experience. In certain circumstances, such
and the incumbent’s experience
as a change in responsibility or
Supports the and performance as well as the
development in role increases
recruitment wider employee pay review.
beyond this may be made subject
and retention of
to the factors mentioned in the
Executive Directors.
Operation column
Benefits in kind Benefits in kind include company Benefits are set at a level None.
cars or allowances, private considered to be appropriate
Protects the well-
medical insurance, life cover and taking into account individual
being of Directors
permanent health insurance. circumstances.
and provides fair and
Benefits are reviewed periodically.
reasonable market
competitive benefits. The Remuneration Committee
retains discretion to provide
other benefits depending on the
circumstances which may include
but are not limited to relocation
costs or allowances to facilitate
recruitment.
Pension The Company pays contributions The Company matches individual None.
into a personal pension scheme or contributions up to a maximum
Provides competitive
cash alternative. of 5%.
post-retirement
benefits to support This limit is in line with the limits
the recruitment available for all employees.
and retention of
Executive Directors.
All employee share Executive Directors shall be The limits will be in line with the Any conditions shall be in line
scheme eligible to participate in any future HMRC limits for the relevant with HMRC guidance for such
all employee share schemes schemes. schemes and there may be
To provide employees
(e.g. Save-as-you-earn or Share no performance conditions if
with the opportunity
Incentive Plan) if adopted by the appropriate.
to own shares in the
Company.
Company.
Share option The Company operates an EMI The potential value of options Specific performance criteria are
scheme share option scheme. Discretionary held rises as the Company’s share specified at the time of awarding
awards are made in accordance price increases. the share options to ensure
Encourages share
with the scheme rules. alignment with the interests of
ownership amongst
shareholders.
employees and aligns
their interests with
the shareholders.
Triad Group Plc Annual Report and Accounts 2023 | 23
## Directors’ remuneration report
Element & purpose Operation Maximum payable Performance metrics
Employee Share The Remuneration Committee The maximum award that may be Awards may have performance
Incentive Plan may make share awards annually granted shall be 200% of salary. conditions attached.
under the Plan.
Incentivises long- The Remuneration Committee
term value creation, The Plan will give the Remuneration has discretion to determine
aligning the interests Committee flexibility to make appropriate measures, targets and
of Executives and awards in the form of conditional ranges in respect of each award
shareholders through awards (performance share award). when made.
share awards

| Performance share awards shall | The Remuneration Committee |
| --- | --- |
| have a performance period of at | may also adjust the formulaic |
| least 3 years. | outcome of awards where it |

deems that it is not reflective of
Awards shall not vest in full any
overall business performance.
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 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
Relevance to short and
Element long-term strategic Operation Maximum payable Performance metrics
objectives
Fees Competitive fees to Reviewed annually. In general, the level of fee Not applicable.
attract experienced increase for the non-
Directors. Executive Directors will be
set taking account of any
change in responsibility.
The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their
own remuneration.
24 | Triad Group Plc Annual Report and Accounts 2023
## Directors’ remuneration report
### 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.
Triad Group Plc Annual Report and Accounts 2023 | 25
## Directors’ remuneration report
### 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.
26 | Triad Group Plc Annual Report and Accounts 2023
## Directors' remuneration report

### 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 | Total  |
|   | £'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  |
|  **Total** | **648** | **21** | **74** | **743** | **–** | **–** | **743**  |

|  2022  |   |   |   |   |   |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  Director | Basic salary and fees | Benefits in kind | Pension | Total Fixed Pay | Other | Total Variable Pay | Total  |
|   | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000  |
|  **Executive**  |   |   |   |   |   |   |   |
|  J C Rigg | 60 | – | – | 60 | – | – | 60  |
|  A Leer ^{1} | 163 | 18 | 30 | 211 | 161 | 161 | 372  |
|  T J Eckes ^{2} | 133 | 2 | 21 | 156 | 64 | 64 | 220  |
|  J McDonald ^{3} | 139 | – | 14 | 153 | 64 | 64 | 217  |
|  **Non-Executive**  |   |   |   |   |   |   |   |
|  A M Fulton | 40 | – | – | 40 | – | – | 40  |
|  C J Duckworth | 35 | – | – | 35 | – | – | 35  |
|  C Rigg | 35 | – | – | 35 | – | – | 35  |
|  **Total** | **605** | **20** | **65** | **690** | **289** | **289** | **979**  |

$^{1}$ 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.

Triad Group Plc Annual Report and Accounts 2023 | 27
# Directors' remuneration report

## 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  |
|  **Total** | **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.

28 | Triad Group Plc Annual Report and Accounts 2023
## 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.

Triad Group Plc Annual Report and Accounts 2023 | 29
## Directors' remuneration report

### Annual report on remuneration (unaudited)

#### Performance graph

The following graph shows the Group's performance, measured by total shareholder return, compared with the performance of the FTSE Fledgling Index ("FTSEFI") also measured by total shareholder return ("TSR"). The FTSEFI has been selected for this comparison because it is an index of companies with similar current market capitalisation to Triad Group Plc.

![img-7.jpeg](img-7.jpeg)

#### 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).

30 | Triad Group Plc Annual Report and Accounts 2023
# Directors' remuneration report

## 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

$^{4}$ Represents cessation of a commission scheme for a small number of employees

The Group is exempt from disclosing data with respect to the CEO pay ratio due to employee numbers being less than 250.

## Consideration of matters related to Directors' remuneration

During the financial year, the Remuneration Committee met twice to discuss Directors' remuneration. No external advice was sought in relation to matters discussed at this meeting.

Chairman, Remuneration Committee 9 June 2023

Triad Group Plc Annual Report and Accounts 2023 | 31
## Independent auditor’s report  to the members of Triad Group Plc
### Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 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.
32 | Triad Group Plc Annual Report and Accounts 2023
## Independent auditor’s report  to the members of Triad Group Plc
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
2023 2022
Key audit matters Revenue recognition
X X
Group financial statements as a whole
Materiality
£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.
Triad Group Plc Annual Report and Accounts 2023 | 33
## 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 We considered there to be We performed testing on a sample basis over the revenue postings pre
a significant risk of material and post year end, agreeing the posting to supporting documentation,
As detailed in note 1
misstatement due to fraud checking that the transaction has been recorded in the correct period
and 4 to the financial
relating to the existence of and revenue has been recognised appropriately.
statements.
revenue around year end
We performed testing on a sample basis over the contractor costs
(cut-off) and overstatement
incurred before and after the year end, agreeing these to supporting
of revenue. We considered
documentation and checking that the revenue associated with these
that this fraud risk could arise
has been recorded in the correct period.
through:
We tested a sample of credit notes recognised post year end to
• fictitious contractor/
supporting documentation to confirm recognition in the correct period.
candidates;
We performed testing on a sample basis over the timecards received
• manipulation of cut-off
either side of the year end, agreeing them to sales invoices to check
through revenue not being
that these have been recorded in the correct period.
recognised appropriately
in line with their respective We performed testing on a sample basis over the revenue postings
performance obligations; throughout the year, agreeing the postings to payment, timecard,
confirmation of charge out rate and sales invoice as appropriate,
• manipulation of revenue
checking that the transactions exist and are recorded in line with the
through journal entries;
accounting policy and in the correct accounting period.
• inappropriate recognition of
We tested a sample of journal postings to revenue, agreeing the posting
accrued income; and
to supporting documentation to assess the validity thereof.
• manipulation of contractor
We tested a sample of year end accrued and deferred income balances
accrual.
and agreed them to sales invoices, bank payment where appropriate
In view of the significance of and timecards.
revenue recognition to the
We agreed a sample of new customers and contractors during the
financial statements and the
period to supporting documentation to confirm existence.
potential for fraud this was
considered to be key audit Key observations:
matter.
Based on the procedures performed we did not identify any matters to
indicate that revenue recognition was inappropriate.
34 | Triad Group Plc Annual Report and Accounts 2023
## 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 2022
£k £k
Materiality 74 85
Basis for determining materiality 0.5% of revenue 0.5% of revenue
We consider revenue to be the most We consider revenue to be the most
appropriate benchmark as it is one of appropriate benchmark as it is one of
the principal considerations for users of the principal considerations for users of
Rationale for the benchmark applied the financial statements in assessing the the financial statements in assessing the
financial performance and development of financial performance and development of
the Group and Parent Company. the Group and Parent Company.
Performance materiality 55 64
75% of materiality – the threshold was 75% of materiality – the threshold was
selected to reflect the number of balances selected to reflect the number of balances
Basis for determining performance
subject to estimation, the amount of audit subject to estimation, the amount of audit
materiality
differences historically arising and the differences historically arising and the
mainly substantive approach to the audit. 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.
Triad Group Plc Annual Report and Accounts 2023 | 35
## Independent auditor’s report  to the members of Triad Group Plc
### 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 • The Directors' statement with regards to the appropriateness of adopting the going concern basis of
longer-term viability 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 In our opinion, based on the work undertaken in the course of the audit:
Directors’ report
• 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 We have nothing to report in respect of the following matters in relation to which the Companies Act
required to report by 2006 requires us to report to you if, in our opinion:
exception
• 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.
36 | Triad Group Plc Annual Report and Accounts 2023
## 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.
Triad Group Plc Annual Report and Accounts 2023 | 37
38 | Triad Group Plc Annual Report and Accounts 2023
## 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).
Triad Group Plc Annual Report and Accounts 2023 | 39
## 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 | 4,784  |
|  Administrative expenses |  | (3,469) | (3,676)  |
|  **Profit from operations** | 5 | 35 | 1,108  |
|  Finance income | 13 | 17 | 10  |
|  Finance expense | 6 | (43) | (37)  |
|  **Profit before tax** |  | 9 | 1,081  |
|  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.

40 | Triad Group Plc Annual Report and Accounts 2023
## Statements of changes in equity  for the year ended 31 March 2023

| Group | Share | Share premium |  | Capital redemption |  | Retained earnings |  | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Capital |  | account |  | reserve |  |  |  |
|  | £’000 |  | £’000 |  | £’000 |  | £’000 | £’000 |

At 1 April 2021 160 666 104 4,353 5,283
Profit for the year and total
– – – 1, 169 1, 169
comprehensive income
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
– – – (44) (44)
comprehensive income
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 | Share | Share premium |  | Capital redemption |  | Retained earnings |  | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Capital |  | account |  | reserve |  |  |  |
|  | £’000 |  | £’000 |  | £’000 |  | £’000 | £’000 |

At 1 April 2021 160 666 104 4,348 5,278
Profit for the year and total
– – – 1,169 1,169
comprehensive income
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
– – – (44) (44)
comprehensive income
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.
Triad Group Plc Annual Report and Accounts 2023 | 41
## Statements of financial position  at 31 March 2023
Registered number 02285049
Group Company
Note 2023 2022 2023 2022
£’000 £’000 £’000 £’000
Non-current assets
Intangible assets 11 1 2 1 2
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 |  | 94 |  | 84 |  | 94 |  | 84 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | 104 | 104 | 104 |

Retained earnings 4,030 4,869 4,025 4,864
Total shareholders’ equity 5, 194 6,01 8 5,189 6,013
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 James McDonald
Director Director
Triad Group Plc is registered in England and Wales with registered number 02285049
The notes on pages 44 to 62 form part of the financial statements.
42 | Triad Group Plc Annual Report and Accounts 2023
## Statements of cash flows  for the year ended 31 March 2023
Group and company Note 2023 2022
£’000 £’000
Cash flows from operating activities
Profit for the year before taxation 9 1,0 81
Adjustments for:

| Depreciation of property, plant and equipment 12 | 87 | 79 |
| --- | --- | --- |
| Amortisation of right of use assets 13 | 185 | 187 |
| Amortisation of intangible assets 11 | 1 | 5 |
| Interest received 13 | (17) | (10) |
| Finance expense 6 | 43 | 35 |
| 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 1 1
Net cash inflow from operating activities 684 1, 198
Investing activities
Finance lease interest received 13 17 10
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.
Triad Group Plc Annual Report and Accounts 2023 | 43
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
## Notes to the financial statements  for the year ended 31 March 2023
Triad Group Plc Annual Report and Accounts 2023 | 45
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.
## Notes to the financial statements  for the year ended 31 March 2023
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. 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.
# 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 | 18 | 86  |
|  Trade and other receivables | 15 | – | (10)  |
|   |  | **18** | **76**  |

Any change in currency rates would have no significant effect on results.

Triad Group Plc Annual Report and Accounts 2023 | 47
# Notes to the financial statements for the year ended 31 March 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** | 84  |
|  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.

48 | Triad Group Plc Annual Report and Accounts 2023
# 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 | 12 | 93  |
|   | **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.

|  Group and company | Contract assets |   | Contract liabilities  |   |
| --- | --- | --- | --- | --- |
|   |  2023 £'000 | 2022 £'000 | 2023 £'000 | 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.

Triad Group Plc Annual Report and Accounts 2023 | 49
# Notes to the financial statements for the year ended 31 March 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 | 94 | 66  |
|  Non-audit services | – | 2  |

## 6. Finance expense

|   | 2023 £'000 | 2022 £'000  |
| --- | --- | --- |
|  Interest expense on lease liability | 44 | 37  |
|  Net foreign exchange gain | (1) | –  |
|  Total finance expense | 43 | 37  |

## 7. Employees and Directors

|  **Group and company** | 2023 Number | 2022 Number  |
| --- | --- | --- |
|  Average number of persons (including Directors) employed |  |   |
|  Senior management | 9 | 10  |
|  Fee earners | 93 | 77  |
|  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  |

50 | Triad Group Plc Annual Report and Accounts 2023
## Notes to the financial statements for the year ended 31 March 2023

|   | 2023 £'000 | 2022 £'000  |
| --- | --- | --- |
|  **Directors** |  |   |
|  Emoluments | 648 | 894  |
|  Benefits in kind | 21 | 20  |
|  Money purchase pension contributions | 74 | 65  |
|  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 | 40 | (85)  |
|  Change in tax rate | 13 | (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 | 9 | 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 | 4 | 8  |
|  Allowances recognised | (13) | (91)  |
|  Derecognition/(Recognition) of deferred tax on losses | 58 | (220)  |
|  Change in tax rate | 13 | (3)  |
|  Prior year adjustments | (11) | 13  |
|  Tax charge/(credit) for the year | 53 | (88)  |

Triad Group Plc Annual Report and Accounts 2023 | 51
## 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 | 73  |
|  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  |

52 | Triad Group Plc Annual Report and Accounts 2023
## Notes to the financial statements  for the year ended 31 March 2023
Triad Group Plc Annual Report and Accounts 2023 | 53
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
## 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.

54 | Triad Group Plc Annual Report and Accounts 2023
## 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 £'000 | Total £'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 £'000 | Total £'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 | 920  |
|  Interest expense | 44 | 44  |
|  Lease payments | (344) | (344)  |
|  **At 31 March 2023** | **1,046** | **1,046**  |

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

|   | Up to 3 months £'000 | Between 3 and 12 months £'000 | Between 1 and 2 years £'000 | Between 2 and 5 years £'000  |
| --- | --- | --- | --- | --- |
|  **At 31 March 2022** |  |  |  |   |
|  Discounted lease liabilities | 81 | 188 | 121 | 36  |
|  Undiscounted lease liabilities | 86 | 204 | 129 | 38  |
|  **At 31 March 2023** |  |  |  |   |
|  Discounted lease liabilities | 72 | 220 | 215 | 539  |
|  Undiscounted lease liabilities | 86 | 258 | 253 | 591  |

Triad Group Plc Annual Report and Accounts 2023 | 55
## 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 £'000 | Total £'000  |
| --- | --- | --- |
|  **At 31 March 2021** |  |   |
|  Opening position | 193 | 193  |
|  Interest income | 10 | 10  |
|  Payments received | (119) | (119)  |
|  **At 31 March 2022** | **84** | **84**  |
|  Change in lease term | 508 | 508  |
|  Interest income | 17 | 17  |
|  Payments received | (119) | (119)  |
|  **At 31 March 2023** | **490** | **490**  |

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

|   |  | Up to 3 months £'000 | Between 3 and 12 months £'000  |
| --- | --- | --- | --- |
|  **At 31 March 2022** |  |  |   |
|  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**  |
|  Discounted lease receivables | 23 | 71 | 99  |
|  Undiscounted lease receivables | 30 | 89 | 119  |
|   |  |  | **Between 2 and 5 years £'000**  |
|   |  |  | 297  |
|   |  |  | 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).

56 | Triad Group Plc Annual Report and Accounts 2023
# 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.

Triad Group Plc Annual Report and Accounts 2023 | 57
## 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) | 5 | 14  |

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**  |

58 | Triad Group Plc Annual Report and Accounts 2023
# 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 | 18 | 86  |
|   | 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 | – | – | 5 | 5  |
|   | 1,001 | 1,192 | 1,006 | 1,197  |
|  Contract liabilities | 37 | 116 | 37 | 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.

Triad Group Plc Annual Report and Accounts 2023 | 59
## Notes to the financial statements  for the year ended 31 March 2023
60 | Triad Group Plc Annual Report and Accounts 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 – 61 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
# 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).

Triad Group Plc Annual Report and Accounts 2023 | 61
## 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.

62 | Triad Group Plc Annual Report and Accounts 2023
## 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 2022 2021 2020 2019
£’000 £’000 £’000 £’000 £’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 |  | 9 | 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 | 2022 | 2021 | 2020 | 2019 |
| --- | --- | --- | --- | --- | --- |
|  | £’000 | £’000 | £’000 | £’000 | £’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 |  |

Triad Group Plc Annual Report and Accounts 2023 | 63
## Shareholders’ information and financial calendar
### Share register
EQ maintain the register of members of the Company. If you have
any questions about your personal holding of the Company’s shares,
please contact:
EQ
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Telephone: 0371 384 2486
If you change your name or address or if the details on the envelope
enclosing the report, including your postcode, are incorrect or
incomplete, please notify the registrar in writing.
### Shareholders’ enquiries
If you have an enquiry about the Group’s business, or about something
affecting you as a shareholder (other than queries that are dealt with
by the registrar) you should contact the Company Secretary, by letter
or telephone at the Company’s registered office.
Company Secretary and registered office:
James McDonald
Triad Group Plc
Weyside Park
Catteshall Lane
Godalming
Surrey
GU7 1XE
Telephone: 01908 278450
Email: investors@triad.co.uk
Website: www.triad.co.uk
### Financial calendar
Annual General Meeting The date of the AGM is to be confirmed.
Financial year ended 31 March 2024: expected announcement of results
Half-year November 2023
Full-year June 2024
64 | Triad Group Plc Annual Report and Accounts 2023
## Corporate information
### Executive Directors Registered Auditor
John Rigg, Chairman BDO LLP
55 Baker Street
Charlotte Rigg, Deputy Executive Chairman
London
Adrian Leer, Managing Director W1U 7EU
Tim Eckes, Client Services Director
### James McDonald, Finance Director Brokers
Zeus Capital Ltd
125 Old Broad Street
### Non-Executive Directors
London
Alistair Fulton
EC2N 1AR
Chris Duckworth
### Alison Lander Solicitors
Freeths
Davy Avenue
### Secretary and registered office
Knowlhill
James McDonald
Milton Keynes
Triad Group Plc
MK5 8HJ
Weyside Park
Catteshall Lane
### Godalming Bankers
Surrey
Lloyds Bank plc
GU7 1XE
City Office
11–15 Monument Street
London
Telephone: 01908 278450
EC3V 9JA
Email: investors@triad.co.uk
Website: www.triad.co.uk
### Registrars
EQ
### Country of incorporation and domicile of
Highdown House
### parent company Yeoman Way
Worthing
West Sussex
BN99 3HH
### Legal form
Public limited company
### Company number
02285049
Triad Group Plc Annual Report and Accounts 2023 | 65
United Kingdom
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
01908 278450
www.triad.co.uk