Aquila Services Group PLC Annual Report 2022

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FY2022 Annual Report · Aquila Services Group PLC

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Annual report and financial
statements for the year
ended 31 March 2022

Company Registration No. 08988813 (England and Wales)

Contents

Group highlights

Corporate structure

Aquila at a glance

Chair’s statement

Strategic report

Directors’ report

Corporate governance statement

Directors’ remuneration report

Statement of Directors’ Responsibilities

Independent Auditors’ Report to the Members

Consolidated statement of comprehensive income

Consolidated statement of financial position

Company statement of financial position

Consolidated statement of changes in equity

Company statement of changes in equity

Consolidated statement of cash flow

Company statement of cash flow

Notes to the financial statements

Notice of Annual General Meeting

Directors and advisers

100

Group
highlights

Our purpose

To make a better, more sustainable, and socially
responsible world.

Our vision

To have a direct beneficial impact on communities
and lives in the UK and beyond.

To offer staff the opportunity to inspire positive
change in an environment with a strong social focus.

To provide investors the opportunity of supporting an
organisation that combines strong performance with
a positive social outcome.

Our culture and values

We Collaborate
Working together to succeed together

We Innovate
We challenge the norm

We Care
We go the extra mile

What we do

Our work helps our clients to develop a response to
a changing world and make a positive difference
to the communities in which they operate. We
work throughout the UK and internationally with
clients across housing and regeneration, sport and
education, charity and government sectors.

Financial highlights

The results for the year ended 31 March 2022.

Revenue
£10,119k
(2021: £7,642k)

Gross profit
£2,206k
(2021: £1,640k)

Gross profit margin
22%
(2021: 21%)

Underlying operating profit*
£726k
(2021: £614k)

Statutory profit after tax
£579k
(2021: £187k)

Statutory earnings per share
1.45p
(2021: 0.48p)

Cash generated by operations
£512k
(2021: £930k)

Cash balances
£2,193k
(2021: £2,127k)

Total dividend payable
0.6p per share
(2021: 0.55p)

*Underlying operating profit is calculated by adjusting the reported pre-tax profit for share-
based payment charges and in 2021 restructuring costs related to COVID-19, acquisition
costs, and impairments of investments.

Dividend

The Directors propose a final dividend of 0.4p per share (2021: 0.4p). This will be paid
on 1 August 2022 to shareholders on the register at 15 July 2022.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Corporate Structure

Corporate structure
The corporate structure of the organisation and the
Directors of the subsidiary boards are shown below.

Within the year of reporting the Group set up two employee led groups with representation
across the Aquila Group to focus activities on the environment and sustainability and equality,
diversity and inclusion. The composition of these groups is set out below.

Green Group

EDI Group

Michael Appleby

Ellen Spooner

Claire Banks

Jagjeet Tiwana

Milly Clarke

Ellie Dickens

Will Morley

Cydney Loughrey

Annabel Grey

Jennifer Rolison

Jess Shepherdson

Becky Hazell

Kate Perham-
Marchant

Peter Latham

Alex Neate

Caroline Toogood

Natasha Raj

Jennifer Rolison

Beth Sadler

Mihir Shah

Luke Southall

Casey-Scarlett
Haylock

Patrick Goldie

Rebecca How

Alex Chilcott

Aquila
Aquila Services Group plc

Derek Joseph
(Executive Chair)

Claire Banks
(Finance Director & Co Sec)

Fiona Underwood
(Executive Director)

Richard Wollenberg
(Non-Executive)

Altair
Altair Consultancy and Advisory Services Ltd

Directors:

Fiona Underwood (CEO)

Cathy Beazley

Michael Appleby

Claire Banks

Matt Carroll

Jim Lashmar

ATFS
Aquila Treasury and Finance Solutions Ltd

Directors:

Claire Banks

Fiona Underwood

Oaks
Oaks Consultancy Ltd

Directors:

Adam Walker (CEO)

Luke Southall

Claire Banks

Fiona Underwood

Rahul Bissoonauth

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Aquila at a Glance

Aquila at a glance

Aquila Services Group plc (‘the Company’) is the holding company for Altair Consultancy and
Advisory Services Ltd (‘Altair’), Aquila Treasury and Financial Solutions Ltd (‘ATFS’) and Oaks
Consultancy Ltd (‘Oaks’) which form the group (‘the Group’).

The Group continues to implement its business strategy to encompass all the professional
consultancy services that the Group’s client base demands. The Group now provides advice
and support across the affordable housing, regeneration, sport and education sectors. Its
purpose is to assist organisations that benefit local communities such as housing associations,
local authorities, government agencies, multi-academy trusts, other non-profit organisations
and those set up for community benefit, as well as providing related high-level business advice
to the commercial property sector.

Group members

Altair Consultancy and
Advisory Services Ltd
Altair is a specialist management consultancy
company that works with organisations that govern,
manage, regulate or build housing. Operating within
the UK and Europe, its international client base is
increasing with expansion in Africa and Asia. Further
information is provided within our strategic report on
page 12.

The services that Altair offers cover housing
development and regeneration, property asset
management, health and safety compliance and
building safety advice, strategic financial advice,
governance and risk management, executive and
non-executive recruitment. Our ITC and digital,
transformation and people services are areas of
investment and growth.

Clients contract with Altair on a fixed-fee basis,
through retained contracts in our finance,
governance and transformation business streams,
and placements for members of the property team
at client sites.

Aquila Treasury and Financial
Solutions Ltd
ATFS is a specialist treasury management
consultancy authorised and regulated by the
Financial Conduct Authority that operates across
the UK and Europe. It provides advice on treasury
policy and strategy, debt and capital market finance,
banking and card merchant services, value for
money, and financial market information services
to local authorities, charities, housing associations,
education bodies, private sector housing providers
and government bodies.

Work is delivered through fixed price contracts as
retained general treasury advisers and information
subscription agreements. Specific advisory project
contracts are on a fixed fee basis, won through
competitive procurement tenders, payable on
agreed project milestones.

Investments
AssetCore – 5.3% equity holding
AssetCore is a digital financial debt management
platform for the affordable housing sector.

Oaks Consultancy Limited
Oaks is a specialist sports, charity, statutory and
education consultancy operating within the UK and
Europe with an increasing international presence.
Oaks’ clients include national and international
sports teams and governing bodies, national and
international charities, statutory organisations and
local authorities, multi academy trusts and teaching
school alliances, housing associations and
corporate businesses.

Oaks provides consultancy advice and guidance on
strategy and business planning, organisational and
cultural change programmes, impact measurement,
together with implementation support in relation to
income generation and diversification. Contracts
are delivered through a mix of fixed-fee projects and
retained contracts for general advisory services.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Chair’s Statement

Chair’s statement
Dear Shareholder, I am pleased to present the Annual Report and the
Financial Statements for the year to 31 March 2022.

The report is designed to provide both an overview
of the Group’s business and achievements as well
as a summary of the results for the year. I hope
shareholders will find it both helpful and informative.
If you would like further information or wish to discuss
the work of the Group, please do not hesitate to
contact one of the Directors; details are given on
Page 6.

Aquila Services Group plc (‘the company’) is the
holding company for Altair Consultancy & Advisory
Services Ltd (‘Altair’), Aquila Treasury & Financial
Solutions Ltd (‘ATFS’) and Oaks Consultancy (‘Oaks’)
which form the Group (‘the Group’).

The Group is an independent consultancy which
provides advice and support to organisations
that develop and manage affordable housing,
provide education and sports opportunities as
well as organisations active in the charity and
community sectors. Most clients are mainly public
sector organisations and NGOs in both the UK and,
increasingly, for support of affordable housing and
communities internationally, particularly in Africa
and Asia.

My statement at the interim stage for the 6 months
ended 30 September 2021 emphasised how
financially resilient the Group had been during a
period of restricted activity due to the pandemic.
Much of this was generated by our affordable
housing client base with continuing demand for
both the management of existing stock and
new development.

During the second half of the financial year, the
Group’s housing related services have seen
continuing increasing demand and account for the
majority of the increased turnover. The sports and
communities work has seen some increase but slower
than expected, with education only now starting to
recover. Demand in these sectors for the Group’s
services will improve as the services providers
become fully operational and start to review their
strategic options.

Against this backdrop Group results for the financial
year ended 31 March 2022 are encouraging with
turnover £10,119k (2021: £7,642k) increasing by 33%,
underlying operating profit at £726k (2021: £614k)
was up by 18% and profit after tax £579k (2021: £187k)
increased by over 300%.

The Directors have declared a final dividend of 0.4p
(2021: 0.4p) which totals dividends for the year of
0.6p (2021: 0.55p) an increase of 9%.

There are a number of encouraging signs as we start
the new financial year. In particular the Group is
starting to acquire new clients after a period when few
new tenders were circulating. In the interim report, we
mentioned that during the pandemic most revenue was
coming from renewal of services for existing clients with
few providers having the resources to test the market or
develop new projects. In recent months the Group has
submitted a significant number of new bids and won a
high proportion of these, and other, new contracts.

A particular feature which is certainly appreciated
by all our staff and executive is the dedication of
everybody involved during the pandemic being
recognised by our clients. Many positive comments
have been received on both the continuity, reliability
and quality of work and how this has enhanced
our reputation.

What of the future? The major restructuring we
undertook in 2020 and 2021, as described in previous
reports, is now fully in place. To respond to the
increasing demands of the business we continue to
grow organically through both expanding our range
of products and services and recruiting and training
new staff. We also continue to invest in our current
colleagues through internal and external training.

The Group continues to look at potential acquisitions.
With higher rates of price inflation, the possibility of
a recession and higher borrowing costs, potential
acquisitions are becoming more realistic in their
expectations. We continue to believe that this is a
possible avenue of growth, especially into
new markets.

–
Derek Joseph – Chair
24 June 2022

Demand for housing services continues to be high
and expectations are that affordable housing will
benefit from any government investment packages
that are prompted by higher mortgage rates or a
need to stimulate the economy.

The international work is only now seeing potential
expansion as travel restrictions are lifted. Much of
the funding for this work comes from governments
through their aid and development budgets. This
will be restricted whilst, rightly, the needs of Ukraine
are prioritised.

For education, sports and communities the products
and structures that worked well in the housing
market are being reviewed to see whether they
can be adapted for these sectors and our offering
consolidated into larger multi-skilled groups.

We continue to exist in an increasingly unstable and
fragile geopolitical and economic environment. The
range of sectors that we support and our continuing
maintenance of significant reserves and cash
flows enable us to grow successfully. This can also
provide opportunities for the Group to enhance the
services we offer. I look forward to reporting further
to shareholders at the next interim stage.

We have so much to thank our loyal, hardworking and
skilled staff and executive that it is difficult to single
out anyone amongst them, however the leadership of
Fiona Underwood, our Group Managing Director has
been important to our success and she deserves a
special mention in despatches.

Lastly, I need to pay tribute to Steve Douglas, our
former Group Chief Executive who sadly passed
away this year at the age of 57. He was a founding
partner, a great ambassador of both the Group and
the affordable housing sector. His work of bringing
forward opportunities and justice for members of
minority communities is to be remembered. He will
be greatly missed by his friends and colleagues in
the sector.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Strategic report

Strategy and objectives

Aquila Services Group (Aquila) has a bold purpose to ‘make a better, more sustainable and
socially responsible world’. We achieve this by being a consultancy group which provides
professional support services to socially focused sectors in the UK and internationally.

Our purpose is core to what we want to be across the group:

• We want our subsidiaries to have a direct beneficial impact on communities and lives

in the UK and beyond.

• We want to offer staff the opportunity to inspire positive change in an environment with

a strong social focus.

• And we want to provide investors the opportunity of supporting an organisation that

combines strong performance with a positive social outcome.

Our work helps our clients to develop a response to a changing world and make a positive
difference to the communities in which they operate. At present we work with clients across
housing and regeneration, sport and education, charity and government sectors. We work
across the UK and increasingly internationally.

Our business as at 31 March 2022

Aquila
Aquila Services Group plc

EDI and
Green Group

Altair
Altair Consultancy and
Advisory Services Ltd

ATFS
Aquila Treasury and Finance
Solutions Ltd

Oaks
Oaks Consultancy Ltd

Corporate Governance

The Board adopted the QCA code of Corporate
Governance on 1 April 2021.

The Board recognises that the long-term success of
the business is dependent on the way we interact
with a range of key stakeholders as demonstrated
by our compliance with the QCA code, which under
principles 3 and 9 require companies to take account
of wider stakeholder and social responsibilities,
including the implications for long-term success and
to maintain governance structures and processes
that support good decision making.

Section 172(1) (A) to (F) of the Companies Act 2006
require directors to explain how they considered the
interests of key stakeholders and the broader matters
set out in when performing their duty to promote the
success of the Company under S172. This includes
considering the interest of other stakeholders which
will have an impact on the long-term success of the
company.

This S172 statement explains how the Group and in
particular the board:

•

has engaged with key stakeholders; and

has reached key decisions and the likely impact
of those decisions, including how it has taken
account of the company’s stakeholders in doing
so during the financial year.

The S172 statement focuses on matters of strategic
importance to the Group, and the level of information
disclosed is consistent with the size and the
complexity of the business.

Aquila delivers work to clients through key
subsidiaries, each of which has a core market and
service focus:

• Altair provides support for affordable

housing and government bodies through the
development, growth, management, governance,
and operation of organisations, and the
improvement of services to housing customers.

• ATFS is registered with the Financial Conduct

Authority and provides advice to the affordable
housing and education sectors on treasury and
funding solutions.

• Oaks works with clients in the sport and

education sectors focused on strategy, business
planning and income generation activities

The Group has two employee led groups with
representation across the Aquila Group. The aim is to
focus activities on the environment and sustainability,
equality, diversity and inclusion and promoting these
initiatives amongst colleagues, making Aquila an
attractive employer to work for.

Green Group

The objective of the Green Group is to reduce the
Group’s environmental impact, to maintain Carbon
Neutral Plus status and develop further initiatives to
mitigate the Group’s impact on the environment.

EDI Group

The purpose of the Equality Diversity and Inclusion
(EDI) Group is to drive the EDI agenda across
subsidiaries including developing frameworks and
raising awareness for the implementation of a range
of initiatives to foster a culture of equality, diversity
and inclusion at Aquila.

Further information about, and activities within the
groups, is available on the website.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

S172(1) (E)
“The desirability of the company
maintaining a reputation for high
standards of business conduct”

The Group provides professional support services to
socially focused sectors in the UK and internationally,
and always aims to deliver exceptional standards of
service and conduct and remain market leaders in
our sectors.

Our purpose, culture, values and quality assurance
framework dictate the standards that are maintained
by our employees.

S172(1) (F)
“The need to act fairly between
members of the company”

The Group board considers all relevant information
taking into account the impact on all stakeholders
before adopting the best course of action to enable
delivery of the Group’s strategy.

The board listened to the employees and the EDI
Group was created as an employee-led group, with
representation from across Aquila Group and
its subsidiaries.

The EDI Group has responsibility for driving Aquila’s
approach on equality, diversity and inclusion
ensuring all employees are treated fairly. We also
ensure that our recruitment and succession planning
aims to increase the diversity of the Group.

S172(1) (A)
“The likely consequences of any
decision in the long term”

The Group board reviews all relevant information and
possible scenarios to consider the implications of any
decision made to ensure there is no adverse impact
on the future business or stakeholders of the Group
and that the strategic aims and objectives of the
Group can be achieved. Our longer-term planning
coming out of the pandemic reflects our approach.

S172(1) (B)
“The interest of the company’s
employees”

The table to the right sets out how the Company
considers the interests of the employees.

S172(1) (C)
“The need to foster the company’s
business relationships with
suppliers, customers and others;”

The table to the right sets out how the Company
considers the interests of investors and customers.

S172(1) (D)
“The impact of the company’s
operation on the community
and the environment”

The Group is committed to making a better, more
sustainable and socially responsible world.

The board listened to the employees and the Green
Group was created as an employee-led group, with
representation from across Aquila Group and its
subsidiaries.

The Green Group has responsibility for driving
Aquila’s approach to being a climate conscious
organisation. During the year the Group retained its
Carbon Neutral Plus status.

Investors

Employees

Customers

Why they matter to us

Providers of capital
and therefore
growth opportunities.

A significant proportion
of shareholders are also
employees.

Key resource of talent
providing solutions
and innovative product
development to assist
clients.

Critical in achieving the
Group’s objectives.

To offer employees the
opportunity to work in an
environment that has a
positive social impact.

What matters to them

Return on investment.

Recognition and reward.

Our clients provide
services that help in
making a better, more
sustainable, and socially
responsible world.

The aim of the Group
is to assist clients in
achieving this.

They are the Group’s main
source of revenue.

Quality and value
for money.

Longevity of the business.

Interesting work and
strong client relationships.

Sound advice.

Strong culture and values.

Strong relationships with
the Group’s employees.

Type of engagement

Stock Exchange
announcements and
press releases.

Annual reports.

Personal and career
development.

Regular staff surveys.

Regular use of different
media forums to inform
and listen.

Direct engagement
with clients.

Meetings with investors.

Access to innovation fund
for product development.

How the board engages

Board attendance
at the AGM.

Attendance at
staff conferences.

Non-executive
director meetings.

Regular webinar updates
and communications.

How they influence
board-making decisions

Investors’ opinions are
taken into account when
considering future policy.

Following a request
from employees via staff
surveys, the board actively
encouraged the setting up
of the two employee led
groups. They report their
activity to the Group’s
board and employees
bi-annually, and regularly
throughout the year with
Group wide initiatives.

Innovation fund outcomes
are reviewed by the board
which may lead to
further investment and/or
product launch.

Regular communication
via publications, and
e-bulletins.

Customer satisfaction
survey.

Investment in new
product development.

Customer insight may
lead to research and
product development
opportunities.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Business environment

Trends and factors

This financial year has seen the gradual opening up of the UK and businesses trying to return to a new normal
for work. Working practices have changed and the Group has realigned its products to be able to deliver in a
hybrid model. In-line with Government guidelines, the offices returned to full capacity over the year, colleagues
welcoming the opportunity to meet and work collaboratively once more in-person rather than through the
medium of Teams.

The sectors within which the Group consults differed in their approach to opening up; the housing and
charity sectors embracing the hybrid working model, the sports sector returning to ‘in-person’ delivery and,
as mentioned previously in the Chairman’s statement the education sector was slow to commission work due
to the continuing impact of COVID-19 on both staff and students. This position remains.

Our work with international clients has continued virtually, although we are beginning to see requests from
clients to meet in-country. The aid-funded housing commissions are increasing in numbers, although the
impact of COVID-19, and now the conflict in Ukraine will rightly continue to dominate the agenda.

Macro-economic uncertainty remains high as the UK enters a period of increasing interest rates and high
inflation. This will impact all sectors within which the Group operates in different ways but the development of
products during COVID-19 has positioned it well to take advantage of opportunities as they arise, specifically
income generation and organisational transformation.

Changes in Government policy has continued to affect clients within the housing sector and during the
year they have prepared for the changes in legislation in both building safety and the implementation of the
Charter for Social Housing, where secondary legislation is expected this coming year. Altair have recruited
and strengthened teams to respond to these changes.

The following case studies show work across the Group

Supporting the development of
housing investment strategies in Africa

An international investor commissioned Altair to
complete an initial market study to help develop a
stronger understanding of housing in Sub-Saharan-
Africa which will then help inform the development
of the future investment strategy. The investor was
seeking to make inroads into the investment in
affordable housing in Africa. The specific outputs
that the project was designed to provide were:

• A review of the affordable housing markets
in; an initial eight, through to seven and then
four countries

• A review and recommendations on appropriate

market interventions

• A review and recommendations on appropriate

transactions (strategic partners / sites / projects)
in selected countries

–
Michael Appleby –
Board Director Altair

Our work was completed across three main stages
of activity:

Stage 1
An initial high-level review of the housing markets
(supply and demand sides) within a sample of
8 countries (Rwanda, Kenya, Nigeria, Ethiopia,
Cote D’Ivoire, Senegal, Tanzania and Uganda).
This resulted in a prioritisation of the countries to
determine which would be focussed on in a more
detailed review in Stage 2.

Stage 2
A more detailed review of each country (six were
completed) focused on fully understanding the wider
housing eco-system including government policy,
trends, actors, development pipelines etc. As part
of this stage, we also identified and assessed a wide
range of potential intervention types in which the
investor could consider investing in. This included
an assessment of strengths and weaknesses and
consideration of how each option was aligned to
the investors’ broader strategy.

Stage 3
Built on the detail of work completed in Stage 1 and
2, including completing additional stakeholder
engagement activities (to enhance and test the
understanding of opportunities – this includes
actors across the value chain including developers,
government institutions, funders etc.), to directly review
pipeline projects and potential strategic partners.

Our work resulted in three reports, one for each
stage. Our final report provided detailed market
assessments of each of the final countries reviewed.
This included the scoping of potential investment
opportunities and partners to work with (based on
stakeholder engagement interviews, a review of
opportunities and high-level feasibility analysis of
potential partners). We also identified several specific
investment opportunities for further progression.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Swan Housing

DynamicAIM

Altair have a team of 5 working with Swan on
their building safety remediation programme.
Appointments include Project Management for
remediation of 22 buildings, communications support
and government funding application support.

The Project Management support involves pursuit
of funding routes for remediation including via
legal claims with parties involved in the original
construction (developers, consultants etc.), building
insurers (NHBC etc.) and through the Governments
Building Safety Funding provision.

Alongside our Project Management work the team
have been working with software provided Cadline
to develop a tool for the digital management of
key building information and to enable safety case
submission, both of which are key requirements of the
new Building Safety Act and are needed in order to
register buildings with the new regulator for building
occupation so a major priority for our client base.

We have had interest to date from multiple clients and
we are anticipating a demand for this new product
in the coming year.

One of the projects is for the removal and
replacement of external cladding and the installation
of a new roofing system to a 29 storey tower block with
a total cost of approx. £18m, which has been mostly
funded through a successful NHBC claim of £15.8m
and a successful grant funding application of £1.6m.
Altair have managed the project through the initial
investigation and scoping phase, through the legal
claim and funding application phase, tender and now
the remediation delivery phase.

–
Matt Carroll –
Board Director Altair

–
Cathy Beazley –
Board Director Altair

Smart governance solutions
for Beyond Housing

Following the new publication of the NHF Code
of Governance in 2020 and the Social Housing
White Paper, organisations and their boards need
to continue to build resilience and support their
organisations to thrive.

As part of our external governance review in 2021
and to support Beyond Housing to respond to
these challenges, we utilised our smart governance
solutions, Digi-ScoreBoard and Altair Aptitude
to increase effectiveness and ensure continued
compliance. The outputs have since allowed
Beyond’s Board and Governance Team to continually
manage the complexities they face within the
governance environment.

“Altair understands the ongoing uncertainty that
Boards and Executive Teams face when responding
to the strategic implications of the political, social,
regulatory and economic landscape.

Digi-ScoreBoard provided us with a clear review of
our Board effectiveness and compliance against the
NHF Code of Governance and highlighted areas
of strength and further development. By combining
the robust digital platform with Altair consultants’
in-depth knowledge of governance in housing, we
now have an effective and efficient method to review,
improve and measure our governance effectiveness.

In addition, the utilisation of Altair Aptitude has
enabled us to intelligently plan and identify future
skill, competency and diversity gaps, all key elements
when considering future succession planning.

Overall, as a Governance Team we now have the
right tools in place to continually plan and apply best
practice”. Lyn Peacock, Director of Governance &
Business Assurance, Beyond Housing.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Family Homes Funds Ltd (FHFL) – business planning and
support to set up new housing fund

Altair supported the FHFL to undertake a comprehensive assessment of the Nigeria housing
finance and demand and supply market to develop a new business model, corporate strategy,
financial and business plan, capital market plan, governance structures and funding strategy
for the delivery of affordable housing through the Nigerian Government in the form of the FHFL.
The aim of the organisation is to provide 100,000 new homes each year.

Altair has been the principal advisor on the product development, business plan and funding.
As part of this, we engaged with the Central Bank, retail banks, the Mortgage Refinance
Corporation, the Nigerian Stock Exchange, and Capital Markets Authority on how best funding
can be raised through the securitisation of future rental income including how this might be
encouraged through tax breaks.

–
Olu Olanrewaju –
Director Altair

As part of this, we have been reviewing the global rental and home ownership markets in Nigeria
and making recommendations about how amendments to tax arrangements, listing details and
similar might encourage direct investment in residential housing. This includes a review of the
benefits or otherwise of the REITs model.

We conducted in-depth research into the Nigerian Housing sector, looking at the supply and
demand factors in the affordable housing space. We identified gaps in the market for a co
lending home assistance finance product.

Altair also supported the FHFL in the development of its business plan, financial modelling and
in the practical implementation of the Help to Buy product. This includes provision of suitable
funding and funding models and the preparation of an overarching legal agreement with
commercial banks. Of the 500,000 affordable homes planned over the next five years. FHFL
has built 13,000 so far, and has 20,000 under construction this year.

–
Adam Walker –
Board director Oaks

The Association For International
Sport For All (TAFISA)

TAFISA is a membership network of over 360 sport
federations, associations, agencies, and NGOs
across more than 170 countries around the world.
The team works closely with other global agencies
including the UN, WHO, UNESCO and the IOC to
promote access to and recognise the importance
of Sport for All.

In late 2021, the TAFISA leadership team
commissioned Oaks to undertake a review of the
organisation’s strategic plan and ambitions and
lead a full exploration of the potential fundraising
and income generation opportunities to deliver on
these ambitions over the next five years. The Oaks
team combined a series of facilitated workshops
with desk-based research and extensive stakeholder
consultation to review TAFISA’s historic business and
financial performance, explore new opportunities,
and benchmarking against similar or aspirational
organisations in the sector. Opportunities that were
identified included a renewed focus on international
grant-makers and institutions, corporate partnerships,
and campaign-focused public fundraising.

In 2022, Oaks were commissioned by TAFISA as
their exclusive fundraising and income generation
partner to activate these opportunities and ultimately
generate diverse and sustainable revenues for
the organisation.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

More information on all case studies is available
on the Group’s website.

Strategic Report

Principal risks and uncertainties Mitigations of risk

Corporate and social responsibility

The Group seeks to mitigate all these risks through
ensuring that it monitors changes in statutory,
regulatory and financial requirements and maintains
good relationships with its clients, principal contacts
within government, regulators and other key
influencers within the sector.

The Group is well placed to provide the full range
of services needed by its clients as the external
environment changes. Our international work will
continue to be impacted due to international travel
restrictions. It is hoped these will further ease during
the year.

Environment

As part of the Group’s overall purpose of ‘Making a
better, more sustainable, socially responsible world’ the
need to tackle the wider climate emergency has been
a focus and as a result Aquila has again achieved
Carbon Neutral Plus status within the year.

Further information is on the website.

The Group recognises that we have a responsibility to ensure the impact of our business is
positive. The Group’s Corporate Social Responsibility policy can be seen on the website.

The Group has adopted policies to ensure that in all work across the Group and its subsidiaries
the impact of human rights, anti-corruption and anti-bribery matters are considered.

The Group continues to support programmes, on a pro-bono basis that are aimed at improving
the opportunities for individuals from a minority ethnic background and to increase the diversity
of housing sector leaders.

Following a three-year charity partnership with Noah’s Star, the Oaks staff selected WAITS as
its new charity partner. Through this relationship the Oaks team provide pro bono support with
strategy and business planning together with income generation. Oaks is extremely proud to
support such a worthy local charity and are excited by the prospect of supporting them with the
delivery of their ongoing and vital impact.

WAITS is a registered charity that supports women in around Birmingham to escape domestic
abuse situations and re-integrate into the community. They have four core services: Domestic
Abuse Service, Community Integration, Refuge Accommodation and the VI Project, which
together aim to provide women with the practical and emotional support to overcome the
impact of domestic abuse. Within these focus areas, WAITS provides women with the one-to-
one support and advice to escape from and overcome domestic abuse situations, a safe refuge
in one of their four refuge houses in the Birmingham area, counselling, and physical activity
opportunities to improve their mental and physical wellbeing and supports women at risk of
offending/re-offending to enter the community and find employment.

The Group is currently reviewing its activities to provide more opportunities for colleagues
to get involved in community and volunteering projects. This will be launched in the coming year.

The principal risks currently faced by the Group are:

Financial risk
The main financial risks arising from the Group’s
activities are credit risk, foreign currency risk, interest
rate risk and liquidity, details of which can be found in
note 24 to the Financial Statements.

Unfavourable economic conditions
and/or changes to government policy
The current macro-economic uncertainty resulting
from COVID-19 and the conflict in Ukraine may
see a reduction in business as clients spending on
consultancy is curtailed. Local authorities continue
to see significant pressure on budgets and may
stop consultancy contracts and/or limit their
commissioning of work.

The Group mitigates these risks by ensuring that each
subsidiary has diversity across its client base, not
relying on any one client or group of clients.

Changes to government policy may adversely affect
the Group. The Group ensures that it is aware of the
impact of these changes and adapts its products and
services to proactively respond to this risk.

Competition
Increased competition in the market continues to
pose a risk to all companies within the Group.

Staff skills, retention, recruitment and succession
As the Group is a people-based business, a
significant risk is the recruitment and retention of
talent. The Group has implemented a new pay-
structure and succession plans within the year to
mitigate this risk.

Data governance
The increase of cyber-attacks and the loss of data
is a serious risk that is monitored closely. The Group
complies with all relevant legislation and has invested
in updated systems, security and training. The Group
obtained the certification of Cyber Essentials and is
in the process of applying for Plus status.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Business performance
and position

Altair
Altair has performed well this year, the consolidation
and development of products and services during
COVID-19 has meant that it has been able to respond
swiftly to the demands of clients. The gradual opening
up post-COVID-19 has meant that colleagues are
beginning to travel to client sites for meetings as well
as working virtually enabling continued efficiency for
both clients and Altair.

In preparation for a return to growth the Altair board
set a challenging budget and recruited in order to
successfully deliver. For example, the newly recruited
Technology team strengthened our transformation
offering which has resulted in the successful delivery
of a significant number of projects throughout the
year which provide longer-term committed income
for the Group.

Our property team continued to deliver work across
local authorities, housing associations and private
developers. The building safety team ensured clients
were kept updated with the changing government
policy and, in response to these changes we have
worked with a partner, Cadline, to develop a digital
building safety product, DynamicAim, which was
launched in March 2022.

Partnerships continue to be important and we
continue to work with 4C (procurement) and
Digiboard (governance). In February we launched
our partnership with Green Park, a recruitment
consultancy that is known for its experience in
diversity and inclusion and enhances our offer to
clients. This complements the support we provide to
Leadership 2025 and the Future Leaders Programme
aimed at increasing diversity within the sector.

The governance and finance teams continue
to deliver a broad spectrum of services to clients
and our new digital governance products,
Digi-Scoreboard and Altair Aptitude, being
successfully adopted by clients. Altair Aptitude
was developed in-house by a colleague funded
via Altair’s Innovation Fund, assists boards with
succession and has been welcomed by clients.
Further development of digital products is planned
during the year. We continue to provide advice to
new entrants, those wishing to or having registered
with the Regulator for Social Housing and we have
increased the number of retained clients this year.

The international work continued to be undertaken
remotely on commissions in Malaysia, Cameroon,
Kenya and the ongoing work with SWECO on the
Green City Project in Rwanda. We have recently
recruited a director to help build the business
in Asia and we anticipate new work in this region
in the coming year.

Internally we realigned our remuneration package
to assist in recruitment and retention and have
offered management development training to
aspiring and current managers. These initiatives
have been welcomed by colleagues. We have also
extended our graduate programme and after missing
a year due to COVID-19 we successfully recruited six
graduates to join us in September.

The changing operating environment continues to be
challenging but the action taken during COVID-19
ensured that the team could respond positively and
has provided growth for the Group.

ATFS
The environment for ATFS continues to be
challenging. The education sector, specifically
colleges and universities, has been slow to return
to the market for funding for capital investment
and this has been reflected in the outturn.

In anticipation of the retirement of the director who
led on the card-services business, a succession
plan was implemented and this resulted in the
successful recruitment of an experienced industry
expert. Following a slow-start at the beginning of
the year the business has returned to pre-COVID-19
levels. Further expansion of this service is planned
across different sectors and with a diversification
of products.

Our work within the housing sector continued with
smaller and mid-sized associations in England and
Scotland and we continued to support the HFA in
Ireland. We have also won new commissions with For
Profit providers and those entering the sector, working
with Altair.

OAKS
With the exception of Q3, Oaks delivered a consistent
and positive business performance, with continued
growth in both the domestic and international sports
federation sector. Building on the ongoing success
and reputation of its UEFA, Lawn Tennis Association
and European Clubs Association work it secured
prestigious commissions with World Rugby, Premier
League Rugby, and Volleyball England. Within the
sport for development sector, Oaks delivered similarly
impressive results securing global strategic
projects with Laureus Sport for Good, and TIFISA.

Within education, Oaks experienced a more
challenging year. This was particularly acute within
Q3 due to a further COVID-19-19 lockdown which
prevented schools from initiating new projects.
Consequently, commissions were either stopped or
postponed. Pleasingly this challenge was relatively
short lived as momentum began to return in Q4. In
response to this challenge, Oaks pivoted effectively
into the charities sector, examples of which can be
illustrated through its strategic work with the National
Brain Appeal and the Carers Trust. Whilst the
pandemic delivered many challenges, it also created
opportunity. Throughout the year Oaks used thought
leadership webinars and blogs to significantly raise
its profile. A position clearly demonstrated through its
global sport for development series which attracted
750 unique users from 43 countries.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Key performance indicators

The Group tracks progress against its strategy by
monitoring its key performance indicators (KPIs)
regularly. These are set out below:

Revenue
£10,119k

The measure
Revenue growth is the increase/decrease
in revenue year-on-year.

The target
To deliver growth in revenue from
expansion both geographically and by
business stream.

Gross profit
£2,206k

The measure
Gross profit growth is the increase/
decrease in gross profit year-on-year.

The target
To deliver growth in gross profit across
all parts of the Group.

Gross profit margin
22%

The measure
Gross profit margin growth is the increase/
decrease in margin year-on-year.

The target
To maintain strong gross profit margins.

2022

2021

2020

2022

2021

2020

k
9
1
1
,
0
1
£

k
6
0
2
,
2
£

%
2
2

k
3
6
9
,
7
£

k
1
5
7
,
1
£

%
2
2

k
2
4
6
,
7
£

k
0
4
6
,
1
£

%
1
2

Underlying operating profit
£726k

The measure
The increase/decrease in underlying profit
year on year.

The target
To deliver sustainable growth in
underlaying operating profit. Underlying
operating profit excludes costs and
charges relating to restructuring,
acquisition and share options.

Statutory profit after tax
£579k

The measure
The increase/decrease in reported profit
year on year.

The target
To deliver sustainable long term growth
in profit after tax.

Earnings Per Share
1.45p

The measure
The increase/decrease in EPS year
on year.

The target
To deliver long term growth in EPS
to enhance Shareholder value.

k
6
2
7
£

k
9
7
5
£

p
5
4
.
1
£

k
4
1
6
£

k
7
8
1
£

p
8
4
0

k
8
6
4
£

k
6
2
1
£

p
5
3
0

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

• •

Revenue from consultancy

Revenue from Treasury
management

Underlying profit is shown as profit before share options charges,
impairment of investments, acquisition costs, redundancy costs and costs
of reorganisation. The Group uses this as a performance measure of
“operational profits” providing a clearer measure year on year without
the distortion of unusual items.

Underlying operating profit

Share option charge

Restructuring costs relating
to COVID-19

Impairment of investments

Acquisition costs

Operating profit

31 March 2022
£000

31 March 2021
£000

31 March 2020
£000

726

(8)

718

614

(88)

(175)

(50)

301

468

(105)

(186)

(51)

126

Business performance and position

Turnover is split across the different services as shown below.

The measure: To track how income across the Group is generated.

2022

94%

2021

91%

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

• • •

Europe

Rest of the world

Geographic spread of income

The measure: To track where income across the Group is generated.

The target: To increase income from international markets.

2022

3.7%

3.9%

94%

2021

92.3%

• • •

Housing

Education

Sports

Spread of income by sector

The measure: To track income across the Group by sector.

The target: To increase market share in other sectors.

2022

87%
94%

2021

10%

84%

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Client numbers across the Group

509
The measure
Increased client numbers year on year.

The target
To increase the number of clients that the group deliver services to.

Results
The Group delivered services to 173 new clients in the year.

2022

2021

2020

173

177

178

Client satisfaction

The measure: To ensure all customers are satisfied with the services
delivered across the Group. The Group included an additional
measure during the year under review where clients are able to identify
exceptional service.

The target: To exceed client expectation in delivery of services.

• •

Number of clients

Number of new clients

509

479

427

Employees

A split of our employees and directors by gender and ethnicity
as at the end of the year is shown below:

Male (44 total)

Female (48 total)

•

Directors

•

Total senior managers other than
directors of the Company

•

Other employees of the Group

53% of the Groups employee are female, this is an increase
in the year of 6%.

• • •

Exceeds client expectations

Meets client service

Exceptional client service

2022

2021

27.27%

36.36%

42.86%

36.36%

14.29%

36.36%

42.86%

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Strategic Report

Ethnicity 2022

White

• •

Ethnic Minority

Directors

Subsidiary Directors and Senior
Managers other than Directors
of the company.

Other employees of the Group

This represents an increase in ethnic minority
employees from 13% in 2021 to 14% in 2022.

The Group consults with its employees regularly
through direct updates and during the year has
conducted multiple surveys and an annual review
of staff; all results are reviewed and discussed by the
directors and an action plan agreed and discussed
with all staff. The Group invests in training and
developing its employees through both internal and
external courses.

The Group follows the legislative requirements set out
in the Equality Act 2010 which covers all aspects of
equality and diversity, replacing previous legislation
covering equal pay, sex, race and disability
discrimination. The Group gives due consideration
to all applications and provides training and the
opportunity for career development wherever
possible. The board is also mindful of the Human
Rights Act 1998. Further work continues to be done
through the employee led EDI group holding the
Board accountable for its policies on equality
and diversity.

Approved by the Board
and signed on its behalf.

–
Dr Fiona Underwood –
Group Managing
Director
24 June 2022

Going concern basis

The Board updates its three-year business plan
annually. This includes a review of the Company’s
cash flows and other key financial ratios over the
period. These metrics are subject to sensitivity
analysis which involves flexing a number of the
main assumptions underlying the forecast, both
individually and in unison. Where appropriate, this
analysis is carried out to evaluate the potential
impact of the company’s principal risks. The three-
year review also makes certain assumptions about
the normal level of capital investment likely to occur
and considers whether additional financing facilities
will be required. The Group has no borrowings.

The Directors are confident that the Company
remains strong and viable with adequate financial
resources together with long standing relationships
with its clients and a diverse portfolio of contracts.
The main costs to the business are staffing costs
which are monitored regularly to ensure profitability.

Based on the results of these analyses, continuous
monitoring of the sales invoices, cash generation
and cash balances, the Directors have a reasonable
expectation that the Company will be able to
continue in operation and meet its liabilities as they
fall due in the next twelve months and over the three-
year period of their assessment; thus they continue
to adopt the going concern basis of accounting in
preparing the annual financial statements.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors’ Report

Directors’ report
The Directors present their report and consolidated
financial statements for the year ended 31 March 2022.

Aquila Services Group plc is incorporated as a public limited company and is registered in
England and Wales with the registered number 08988813. Details of the Company’s issued
share capital, together with the details of the movements during the year are shown in note 17.
The Company has one class Ordinary share which carries no right to fixed income. Each share
carries the right to one vote at general meetings of the Company. Details of employee share
schemes are set out in note 20.

The Board’s assessment of the performance of the Group, its future developments and the
principal risks and uncertainties affecting the group, together with the mitigating factors,
are presented in the Strategic report on pages 12 to 35.

Principal activities

Directors

The principal activities of the Group are the provision
of specialist housing, sport, educational and treasury
management consultancy services. The principal
activity of the Company is that of a holding company
which manages the Group’s strategic direction.

The following served as directors of the Company
during the period or thereafter:

Results

The results for the Group for the year ended 31 March
2022 are set out from page 55.

–
Derek Joseph –
Executive Chair

–
Dr Fiona Underwood –
Group Managing
Director

Dividend

The directors propose a final dividend of 0.4p per
share for the year end (2021: 0.4p). The total dividend
for the year was 0.6p per share (0.2p was paid as an
interim dividend in December 2021) this compares to
a total dividend of 0.55p per share in 2021.

Aquila

–
Claire Banks –
Group Finance Director
and Company Secretary

–
Richard Wollenberg –
Non-Executive Director

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors’ Report

Substantial shareholdings

As at 31 March 2022, the Company was aware of the following notifiable interests in its voting rights:

Richard Wollenberg*

Derek Joseph

Fiona Underwood**

Susan Kane

Chris Wood

Steven Douglas

Jeffrey Zitron

Matt Carroll

Hannah Breitschadel

Mark Walker

Adam Walker

Number of
Ordinary shares

Percentage of
voting rights

Nature of
holding

4,563,406

3,545,408

3,479,440

3,279,440

3,182,440

2,913,435

2,798,403

1,277,229

1,307,229

1,296,239

1,248,176

11.42%

8.87%

8.71%

8.21%

7.96%

7.29%

7.00%

3.20%

3.27%

3.24%

3.12%

Direct

*Includes shares held by immediate family members of Richard Wollenberg
**Includes shares held by persons closely associated with Fiona Underwood

The Company is not aware of any changes to the above holdings between 31 March 2022
and the date of this report.

Corporate Governance
Statement

The Directors’ Report incorporates the Corporate
Governance Statement set out on pages 40 to 44.

Powers of Directors

Subject to the Company’s Articles of Association,
UK legislation and any directions given by special
resolution, the business of the Company is managed
by the board of Directors. Details of the matters
reserved for the board can be found in the Corporate
Governance Statement on pages 40 to 44.

Post balance sheet events

There are no post balance sheet events.

Political donations

The Group/Company made no political donations
during the period.

Data protection

The Group/Company is compliant with the Data
Protection Act 1998 and the General Data Protection
Regulation (Regulation (EU)2016/679).

Greenhouse gas emissions

The Group/Company has minimal greenhouse
gas emissions to report from the operations of the
Company and its subsidiaries and does not have
responsibility for any other emission producing
sources under the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
The Group achieved Carbon Neutral Plus status
for the year ended March 2020, the results of which
are published on the Company website.

Auditor

Crowe U.K. LLP appointed as auditors on 12 March
2019 have expressed their willingness to remain in
office as auditor and, in accordance with section 489
of the Companies Act 2006, a resolution that Crowe
U.K. LLP be re-appointed will be proposed at the
Annual General Meeting.

Auditor information

The directors who held office at the date of approval
of the Report of the Directors confirm that, so far
as they are each aware, there is no relevant audit
information of which the Group’s auditor is unaware;
and each director has taken all the steps that they
ought to have taken as a director to make themselves
aware of any relevant audit information and to
establish that the Group’s auditor is aware of
that information.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

–
Dr Fiona Underwood
– Group Managing
Director
By order of the Board
24 June 2022

Corporate Governance Statement

Corporate governance statement
The Directors acknowledge the importance of good corporate
governance and has formally adopted the 10 principles of the Quoted
Companies Alliance Code (QCA).

The statement below, together with the report on
directors’ remuneration on pages 45 to 53, explains
how the Company has observed principles set out
in the QCA code as relevant to the company and
contains the information required by section 7 of the
Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules.

In compliance with S172 of Companies Act 2006, the
Board recognises the importance of engagement
with its stakeholders and the link this has to the long-
term success of the Group. Through the discussions,
presentations and reviews held at the board
meetings throughout the year, the Board is able to
ensure that the Group maintains an effective working

relationship with a wide range of stakeholders as well
as its shareholders. Updates from directors of the
subsidiaries and senior leaders across the Group
provide the Board with a greater understanding of
the operation of the Group.

At the date of the report the composition of the
boards can be seen on page 6.

The Group commits to engage with employees and
will continue to create further employee led groups
as required.

The structure of the board and committees and their
respective responsibilities are detailed as follows:

Board governance framework

At the date of this report the Board comprises of the
Chairman, two Executive Directors and one Non-
Executive Director.

The QCA code states that normally boards will
include at least two NED’s who are identified as
independent. The Group Board has one independent
NED who acts as a sounding board to the Chair
and the two Executive Directors. Due to the recent
pandemic the board succession plan was paused
and the Group board continue to
review the position.

The Group Board has primary
responsibility for:

•

Providing leadership for the Group

• Overseeing the overall strategic development of
the Group and approving the strategy to achieve
the Group’s strategic aims

•

Setting the Group’s values and standards

Ensuring effective governance and risk
management and that the Group’s businesses
act ethically and that obligations to
Shareholders are understood and met

• Delegating the management of the day-to-day

operation of the business to the subsidiary boards

•

The Group board met eight times during the year

Matters reserved to the Board

Remuneration Committee

The Board has adopted a formal schedule of matters
specifically reserved to it for decision-making.

The primary responsibilities of the Remuneration
Committee are:

A full schedule of matters reserved for the Board’s
decision along with the Terms of Reference of the
Board’s principal committees can be found on the
Company’s website.

Audit Committee

•

Setting the remuneration policy for executive
and non-executive directors, including pension
and compensation payments. No-one can be
involved in their own remuneration process;

Recommending and monitoring the level and
structure of senior management remuneration;

Reviewing the ongoing relevance of
remuneration policy;

The primary responsibilities of the Audit Committee
are to:

• Approving and determining targets for any

performance-based pay schemes;

•

Ensuring contractual terms of termination are
fair; and

• Overseeing any major change in employee
benefits. The Remuneration Committee met
twice during the year.

Its members are: Derek Joseph and Richard
Wollenberg. The report of the Remuneration
Committee is set out on pages 45 to 53 of
this report.

• Monitor the financial reporting for the annual
and half-yearly reports, challenging where
necessary to ensure appropriate accounting
standards have been met;

•

Review the internal controls and risk
management systems;

Review the compliance, whistleblowing and
fraud policies for the organisation;

• Make recommendations to the Board and

shareholders in relation to the appointment,
reappointment and removal of the external
auditors; and

• Meet regularly with the external auditor, review
and approve the annual audit plan and review
the findings of the audit with the external auditor.

The Audit Committee met four times in the year.
Its members are: Derek Joseph, Richard Wollenberg
and Fiona Underwood.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Corporate Governance Statement

Nominations Committee

Subsidiary Boards

Attendance at Boards

The primary responsibilities of the Nominations
Committee are to:

The key responsibilities of the subsidiary boards
are to:

•

Regularly review the structure, size and
composition (including the skills, knowledge,
experience and diversity) of the board;

•

Be responsible for the day-to- day management
of the relevant subsidiary

• Oversee the development and implementation

• Consider succession planning for directors and

of the Group’s strategy

other senior executives;

•

Keep under review the leadership needs of the
organisation, both executive and non-executive;

Identify and nominate, for the approval of the
board, candidates to fill the board vacancies as
and when they arise; and

Evaluate the balance of skills, knowledge,
experience and diversity on the board
before any appointment is made by the board,
and, in the light of this, prepare a description
of the role and capabilities required for a
particular appointment.

The Nominations Committee, in conjunction
with Board meetings, met two times during the
financial year. Its members are Derek Joseph
and Richard Wollenberg

•

Implementation of Group policies

• Monitor risks and ensure mitigation strategies are

in place

• Monitor financial and operational performance
of the relevant subsidiary and other specific
matters delegated to them by the Group Board.

Employee led groups

Green Group
Responsible for driving Aquila’s sustainability agenda.

EDI Group
Responsible for driving Aquila’s Equality, diversity and
inclusion agenda.

Director

Total number of meetings

Derek Joseph

Richard Wollenberg

Fiona Underwood

Claire Banks

Board

Audit
Committee

Remuneration
Committee

Nomination
Committee

Board Directors

The Board is responsible for the Company’s systems
of Corporate Governance and comprises:

Derek Joseph – Non-Executive Chair. Derek
possesses a wealth of housing sector experience.
During his executive and non-executive career, Derek
has advised and project managed for European
governments and cities, UK government departments,
local authorities, housing associations, commercial
property companies, investors and financial
institutions, in addition to structuring joint ventures
for numerous organisations.

Richard Wollenberg – Non-executive Director.
Richard has, over the past 25 years, been actively
involved in numerous corporate acquisitions, mergers
and capital reorganisations of public and private
companies, very many of which were in the services
sector. He was an investment consultant and has
considerable experience and an excellent track
record of admitting investment vehicles to the market.

Fiona Underwood – Executive Director and Group
Managing Director. Fiona has experience in building
and running consultancy businesses, having
previously led a large consulting business within a
listed company. She is experienced in mergers and
acquisitions and corporate governance, both in the
private and the not-for-profit sector.

Claire Banks – Group Finance Director and Company
Secretary. Claire is a Fellow Chartered Accountant
and has significant accounting, finance and corporate
experience within the consulting sector.

For the year ended 31 March 2021 Derek Joseph
took the role of executive chair, during 2021-2022
he resumed the role of non-executive as he was
previously, following the appointment of Fiona
Underwood as Group Managing Director. Mr
Wollenberg acts as a sounding board for the
chair and as an intermediary to other directors
and shareholders. Whilst Mr Wollenberg is a
major shareholder and therefore not considered
independent, he continues to offer constructive
challenge, strategic guidance and holds
management to account. Derek Joseph continues
to assist the Group in developing the international
business and is remunerated for these consultancy
services. In the year to 31st March 2022, these totalled
£23k. (2021: £51k).

Derek Joseph is a director of AssetCore. Both
Derek Joseph and Richard Wollenberg are
shareholders of AssetCore, in which the Group
has a 5.3% shareholding.

The Board meets regularly with senior staff
throughout the year to discuss areas of operational
performance, trading outlook and growth
opportunities. This replaces the requirements within
The Code which requires a director appointed
from the workforce or a formal advisory workforce
advisory panel.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Corporate Governance Statement

Directors’ Remuneration Report

Composition, succession and
evaluation

The work of board composition and succession
is undertaken by the nominations committee.

During the year ended 31 March 2022, the Board
did not undertake a board evaluation.

Relations with shareholders

The Group reports formally to shareholders when
its annual and half-yearly financial statements are
published. Presentations are given to investors when
requested, normally following the publication of the
full year results, when interim and annual reports are
sent to all shareholders. The results of such meetings
are discussed with board members. All directors are
present at the Annual General Meeting.

Audit risk and internal control

The Audit Committee, which is chaired by Richard Wollenberg, comprises the Non-Executive Chair, Non-
Executive Director and Executive Director. The Board is satisfied that Richard Wollenberg has recent and
relevant financial experience to guide the committee in its deliberations and that Derek Joseph and Fiona
Underwood have the relevant sector experience.

The committee meet with the external auditor to consider the results, internal procedures and controls, and
matters raised by the auditor. The Audit Committee considers auditor independence and objectivity and the
effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied
by the auditor reviewing the ratio of audit to non-audit fees. It is a specific responsibility of the Audit Committee
to ensure that an appropriate relationship is maintained between the company and its external auditor. The
Company has a policy of controlling the provision of non-audit services by the external auditor in order that
their objectivity and independence are safeguarded. This control is exercised by ensuring non-audit projects
where all fees are subject to the prior approval of the audit committee.

As part of the decision to recommend to the Board the re-appointment of the external auditor, the committee
considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender process. There are no contractual obligations
restricting the committee’s choice of external auditor.

Internal financial controls have been established to provide safeguards against unauthorised use or
disposition of the assets, to maintain proper accounting records and to provide reliable financial information
for internal use. Key financial controls include:

•

keeping adequate accounting records;

a schedule of matters reserved for the approval of the Board; and

evaluation, approval procedures and risk assessment for acquisitions.

The Board has considered the size of the Group and the close involvement of executive directors in the day-
to-day operations and deems the internal audit function unnecessary. The Board will continue to monitor
this situation.

The Group’s operations are conducted in accordance with the provisions of laws and regulations, including
compliance with the provision of laws and regulations central to the FCA.

Directors’ remuneration report
The information provided on this page of the Directors’
remuneration report is not subject to audit.

The information provided on this page of the
Directors’ Remuneration Report is not subject to audit.

Statement from the Chair.

•
• Annual Report on Remuneration.
•

Policy Report.

The Remuneration Committee is chaired by Richard
Wollenberg (Non-Executive) and comprises Richard
Wollenberg and Derek Joseph (Chair).

Statement of implementation of
remuneration policy in the following year

The remuneration policy that was approved by the shareholders at the 2020 annual general
meeting and was implemented during the year 2020-2021.

The policy is available for review on the Company’s website.

Statement from the Chair

I am pleased to present the Annual Report on Remuneration for the year ended 31 March 2022.

The Remuneration Committee has used the remuneration policy to specifically link the
performance of the Group as a framework to set remuneration levels. Executive directors do
not participate in decisions regarding their own remuneration. The committee has access to
independent advice but during the year under review they have not sought such advice.

In setting the company’s remuneration policy for directors, the Remuneration Committee has
considered the best practice provisions annexed to The Financial Conduct Authority’s Listing
Rules and the report has been prepared in accordance with Chapter 6 of the Companies Act
2006 and the Directors’ Remuneration Report Regulations 2013 and The Code.

The Remuneration Committee met twice during the year to discuss the executive directors’
remuneration, including bonus and share option awards.

The remuneration policy is designed to attract and retain executive directors and to motivate
them in delivering the objectives of the Company. The underlying principle is that employee and
director share ownership is encouraged, and the remuneration policy provides opportunity to
reward employees who have met their financial targets and contributed to the wider success of
the business. The award of share options may also be a consideration. This links their personal
interest to the success of the company.

–
Richard Wollenberg
- Chair of the
Remuneration
Committee
24 June 2022

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors’ Remuneration Report

The information provided on pages 46 to 50 of the Directors’ Remuneration Report relating to Executive and
Non-Executive remuneration, incentive schemes and share options is subject to audit.

Non-executive directors’ remuneration payable as a single figure (2022)

Richard Wollenberg

Derek Joseph**

Salary and

fees Benefits*

Annual
bonuses

LTIP

Pension

Total

4,000

33,061

37,061

4,000

33,061

37,061

Non-executive directors’ remuneration payable as a single figure (2021)

Salary and

fees Benefits*

Annual
bonuses

LTIP

Pension

Total

Richard Wollenberg

4,000

Annual report on remuneration

Director changes

The directors followed the remuneration policy
agreed at the AGM in 2020. The original version of
the policy is set out in the 2020 annual report and is
available on the Company’s website.

There were no changes during the year under review.

Executive directors’ remuneration payable as a single figure (2022)

Fiona Underwood

Claire Banks

Salary and

fees Benefits*

Annual
bonuses

LTIP

Pension

Total

170,000

110,000

1,596

1,243

5,000

280,000

2,838

10,000

10,200

186,795

6,600

122,843

16,800

309,638

Executive directors’ remuneration payable as a single figure (2021)

Salary and

fees Benefits*

Annual
bonuses

LTIP

Pension

Total

Fiona Underwood

145,000

1,645

22,500

Claire Banks

Derek Joseph**

100,000

1,213

10,000

61,481

306,481

2,858

32,500

8,700

177,845

6,000

117,213

61,481

14,700

356,539

*Benefits include private medical insurance
**Included within the fees for Derek Joseph are £23k (2021: £51k) of consultancy fees. For the year ended 31 March 2021
Derek Joseph took the role of executive chair, during 2022 he resumed the role of non-executive as he was previously.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors’ Remuneration Report

Service contracts of
executive directors

All executive directors have a service contract.
The contract can be terminated by either party upon
giving six months’ notice in writing. The contracts
are available for inspection at the company’s offices.

Executive Incentive Scheme

The scheme, which is discretionary for executive
group board directors, is dependent on the
performance target for the year, as set out in the
remuneration policy. The scheme comprises
two elements:

1. An unconsolidated bonus award of up to 30%

of basic salary, this is made up of a personal
target of up to 20% and 10% on Group profit
targets, and

2. A share option award of up to 30% of salary

(based on the mid-market share price on the date
the accounts are signed) which forms part of the
long-term incentive plan (LTIP) of the scheme.

Cash based award Share option award

£675k

£726k

£51k

£5k

£675k

£726k

£51k

£Nil

Payments to past directors

In the year ended 31 March 2022, there were no
payments to past directors.

Payments for loss of office

No payments were made to directors for loss of office
in the year ended 31 March 2022.

2021-22 award

Remuneration committee assessed the performance
of the group executive directors against the target
and the committee’s decision is shown below.

Target Performance1

Actual Performance

Maximum Possible award

2021/22 Unconsolidated bonus award-
Executive Director

2021-22 Unconsolidated bonus award
– Group Finance Director

The committee believes that the reward payable
is a fair reflection of the performance over the year.

Statement of directors’ shareholding and share interest

The total number of directors’ interests in shares and the total number of share options in relation
to each director with and without performance measures, those vested but unexercised, and
those exercised, is set out below:

Interest in share options

Number of
ordinary
shares

With
performance
measures

Without
performance
measures

Vested but
unexercised

Exercised
during the
year

Richard Wollenberg2

4,563,406

Derek Joseph

Fiona Underwood3

Claire Banks

3,545,408

3,479,440

48,315

50,000

100,000

275,050

77,315

The information provided on pages 49 to 53 of the Directors’ Remuneration Report is not subject
to audit.

Relative importance of spend on pay

A comparison of shareholder distributions and total employee expenditure of the Group is set
out below for the years ended 31 March 2021 and 31 March 2022.

All employees remuneration

Total dividend per share

Distributions to shareholders

2022

£’000

5,879

0.60p

219

2021

£’000

5,067

0.55p

219

Change

16%

1 2020-21 Underlying operating profit plus 10%

Annual report and financial statements for the year ended 31 March 2022

2 Includes shares held by immediate family members of Richard Wollenberg
3 Includes shares held by persons associated with Fiona Underwood

Aquila Services Group plc

Directors’ Remuneration Report

Gender pay gap report

The Group is not required by law to report on its
gender pay figure but recognises the importance
of openness and transparency; as part of the work
undertaken by the Employee led EDI group this data
will be published on the Group’s website.

Consideration by the directors
of matters relating to directors’
remuneration

No advice or services were given that materially
assisted the committee in their consideration of
the remuneration policy.

Employees

The Group is committed to creating an environment
where its staff feel engaged and motivated in their
roles. It is, by default, a learning organisation where
people can gain new knowledge, skills and experience
through the work that they deliver. It also offers staff
learning and development opportunities and the
chance to communicate their views through the
annual staff survey. The results of which are actively
considered by the directors and leadership team

The Group ensures that it complies with its legislative
requirements in relation to employment law.

Shareholder voting at the last
general meeting

The Group is committed to on-going shareholder
dialogue and takes an active interest in voting
outcomes. Where there are substantial votes against
resolutions in relation to directors’ remuneration, the
reasons for any such vote will be sought, and any
actions in response will be detailed here.

The Directors’ Remuneration Report for the year
ended 31 March 2021 was approved by shareholders
at the Annual General Meeting held on 28 July 2021.
The Directors’ Remuneration Policy was approved by
shareholders at the Annual General Meeting held on
29 July 2020.

Directors’ Remuneration
Report (2021 Annual
General Meeting)

% of votes
cast

Directors’ Remuneration
Report (2020 Annual
General Meeting)

% of votes
cast

For

Against

Abstention

93%

For

Against

Abstention

Total votes cast

100%

Total votes cast

98%

100%

Policy Report

Implementation of remuneration policy in the
following year.

The remuneration policy was approved at the AGM
on 29 July 2020, all the provisions in the policy
continue to apply.

Future policy table

The following tables provides a summary of the
key components of the remuneration package for
executive directors:

Salary

Benefits

Pensions

Annual bonus

Share options

Summary of approach

Performance criteria

To provide competitive fixed
elements of reward. Salaries are
reviewed annually or when an
individual changes position or
responsibility.

Assessment of personal and
corporate performance.

None

To provide a range of cost-
effective benefits which are
in-line with the market.
Benefits include:
• Private Medical Insurance
• Permanent Health Insurance
• Life Insurance

Pension benefits are provided
through a Group personal
pension plan at 6% of salaries

None

To incentivise and reward for
achievement of in-year
objectives linked to the
performance of the individual
and the Group up to 30% of
their annual salary.

Up to 10% based on personal
objectives as agreed by the
remuneration committee.
An additional 20% based on
the performance of the Group.

Awards of share options are
made subject to an annual
profit performance period.
The maximum award is 30%
of annual salary.

Share options are awarded for
Group performance in excess
of 5% year on year and are at the
discretion of the remuneration
of salary.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors’ Remuneration Report

Statement of consideration of
employment conditions elsewhere
in the Group

The committee has not consulted with its employees
on executive pay but is aware of the pay and
employment benefits across the wider Group. The
personal performance element of the annual bonus
for executive directors has been aligned with that of
other subsidiaries across the Group. At the discretion
of the remuneration committee share options may
be awarded to employees across the Group for
exceptional performance.

Statement of consideration
of shareholder views

The committee will consider shareholder feedback
received at the AGM and subject to any restrictions
during meetings with shareholders throughout
the year and will use these views to formulate any
changes to the remuneration policy.

–
Richard Wollenberg
- Chair of the
Remuneration
Committee
24 June 2022

Approach to recruitment remuneration

The committee’s approach to recruitment is to offer a market competitive remuneration package
sufficient to attract high calibre candidates who are appropriate to the role but without paying
any more than is necessary.

Any new executive director’s remuneration would include the same elements and be in line with
the policy set out in this report.

Performance graph of total shareholder return

The following graph shows the Company’s performance since flotation, measured by total
shareholder return, compared with the performance of the FTSE All Share Index also measured
by total shareholder return. Aquila operates in a niche sector with very few comparisons and as
such the directors believe that the FTSE All Share Index provides the best measure on which to
assess the directors’ performance.

AQUILA SRVS GRP

FTSE ALL-SHARE

150.00%

100.00%

50.00%

0.00%

-50.00%

1month

2015

2016

2017

2019

2020

2021

2022

Data source: London Stock Exchange

Policy on payment for loss of office

Payments for loss of office would be determined by the remuneration committee taking into
account contractual obligations. The contractual obligations relate only to payments in lieu
of notice.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Statement of Directors’ Responsibilities

Independent Auditors’ Report to the Members

Statement of Directors’ Responsibilities in respect
of the Annual Report and the Financial Statements
The directors (whose names and functions are set out on page 37) are
responsible for preparing this report and the financial statements in
accordance with applicable law and regulations.

Company law requires the directors to prepare
financial statements for each financial year. Under
that law the directors have prepared the Company
and Group financial statements in accordance
with International Financial Reporting Standards
(IFRSs) as adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union and
applicable law. Under company law, the directors
must not approve the financial statements unless they
are satisfied that they give a true and fair view of the
state of affairs of the Company and the Group and
the profit or loss of the Company and the Group for
that period.

In preparing the Company and Group financial
statements, the directors are required to:

•

select suitable accounting policies and then
apply them consistently;

• make judgements and estimates that are

reasonable and prudent;

•

present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;

state whether IFRSs as adopted pursuant to
Regulation (EC) No 1606/2002 as it applies
in the European Union have been followed,
subject to any material departures disclosed and
explained in the financial statements;

prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company and Group will
continue in business; and

provide additional disclosures when compliance
with the specific requirements in IFRSs is
insufficient to enable users to understand the
impact of particular transactions, other events
and conditions on the entity’s financial position
and financial performance.

The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company and Group’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Company and Group and
enable them to ensure that the financial statements
comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.

The directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in the United Kingdom governing
the preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.

We confirm that to the best of our knowledge:

•

the Company and Group financial statements,
prepared in accordance with IFRS as adopted
pursuant to Regulation (EC) No 1606/2002 as
it applies in the European Union, give a true
and fair view of the assets, liabilities, financial
position and profit of the Company and the
Group; and

these strategic and directors’ reports include a
fair review of the development and performance
of the business and the position of the Company
and the Group together with a description of the
principal risks and uncertainties that they face.

–
Claire Banks – Group
Finance Director
On behalf of the Board
24 June 2022

~
~

Independent Auditor’s Report to the Members
of Aquila Services Group plc

Opinion

Basis for opinion

We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent
of the Group and Company in accordance with the
ethical requirements that are relevant to our audit
of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.

We have audited the financial statements of
Aquila Services Group plc (the “Company”) and
its subsidiaries (the ‘Group’) for the year ended
31 March 2022 which comprise the Consolidated
Statement of Comprehensive Income, the
Consolidated and Company Statements of
Financial Position, the Consolidated and Company
Statement of Changes in Equity, the Consolidated
and Company Statement of Cash Flows and notes
to the financial statements, including a summary
of significant accounting policies. The financial
reporting framework that has been applied in the
preparation of the group financial statements is
applicable law and UK-adopted international
reporting standards and, as regards the Company
financial statements, as applied in accordance with
the provisions of the Companies Act 2006.

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 2022 and of
the Group’s profit for the year then ended;

the financial statements have been properly
prepared in accordance with UK-adopted
international reporting standards; and

the financial statements have been prepared
in accordance with the Companies Act 2006.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Independent Auditors’ Report to the Members

Conclusions relating
to going concern

Overview of our
audit approach

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

•

obtaining management’s going concern
assessment and challenging, where appropriate,
the assumptions used;

testing the mathematical accuracy of the models
used by management in their assessment and
considering the reasonableness of those models,
including comparison to actual results achieved
in the year and the evaluation of downside
sensitivities; and

discussing with management and evaluating
their assessment of the Group and the
Company’s liquidity requirements.

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 company’s ability to
continue as a going concern for a period of at least
twelve months from when the financial statements are
authorised for issue.

Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.

Scope of our audit
The group comprises the Parent Company and its
wholly-owned subsidiaries, all of which are based
in the UK and audited by the group audit team.

Materiality
In planning and performing our audit we applied
the concept of materiality. An item is considered
material if it could reasonably be expected to change
the economic decisions of a user of the financial
statements. We used the concept of materiality to
both focus our testing and to evaluate the impact
of misstatements identified.

Based on our professional judgement, we determined
overall materiality for the Group financial statements
as a whole to be £50,000 (2021: £52,000), based
on 7% of profit before tax. Materiality for the Parent
Company was set at £45,000 (2021: £29,000), based
on 0.9% of the parent company’s total assets.

We use a different level of materiality (‘performance
materiality’) to determine the extent of our testing for
the audit of the financial statements. Performance
materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity
risk and our evaluation of the specific risk of each
audit area having regard to the internal control
environment. Performance materiality was set at
70% of materiality for the financial statements as a
whole, which equates to £35,000 (2021: £39,000)
for the group and £31,500 (2021: £21,250) for the
parent company. We applied this percentage in our
determination of performance materiality because
we did not identify any factors indicating an elevated
level of risk.

We agreed with the Audit Committee to report to it
all identified misstatement in excess of £2,500 (2021:
£2,000). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure
was required on qualitative grounds.

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. These matters included 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.

We set out below those matters we identified as key audit matters. This is not a complete list of all risks identified
by our audit.

Key audit matter
Carrying value of goodwill (Group)

Accounting policy (page 58) and Note 10 of the
financial statements

At 31 March 2022, the group has goodwill with a
carrying value of £3,317,000 attributable to three
different cash generating units.

In carrying out impairment reviews, management
use assumptions and estimates of future trading
performance of the cash generating units. The
significant assumptions include forecast revenues,
gross margin, future overheads and the discount rate.

Management has disclosed the results of its
sensitivity analysis in Note 10.

This matter was considered a key audit matter due to
the extent of audit effort and judgement required to
assess the reasonableness of the forecast revenue,
growth rates, discount rates and other assumptions
used in the impairment review.

How the scope of our audit addressed
the key audit matter
We reviewed management’s assessment of the basis
for the recognition and carrying value of goodwill
with particular focus on current performance, key
assumptions used and the suitability and integrity
of the underlying valuation model.

Using management’s model we considered how
sensitive the impairment assessment was by applying
alternative assumptions and compared the results
to those from management. This assisted us in
understanding the conditions when an impairment
would need to be recognised. We also considered
actual results against management forecasts from
prior years.

We challenged management on the assumptions
used in the model and requested the model to be
refined to provide a more reliable basis for the
impairment assessment.

Based on the evidence obtained, we are satisfied
with management’s assessment that no impairment
charge is required in the current year in respect
of goodwill.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole.
They were not designed to enable us to express an opinion on these matters individually and we express no
such opinion.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Independent Auditors’ Report to the Members

Other information

The directors are responsible for the other information contained within the annual report. 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 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. 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.

Opinions on other matters
prescribed by the Companies
Act 2006

Matters on which we
are required to report
by exception

In our opinion the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the
course of our audit

•

the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and

the strategic report and the directors’ report
have been prepared in accordance with
applicable legal requirements.

In the light of the knowledge and understanding of
the Group and the Company and its environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic
report or the directors’ report.

We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:

•

adequate accounting records have not been
kept by the Company, or returns adequate for
our audit have not been received from branches
not visited by us; or

the Company financial statements and the
part of the directors’ remuneration report
to be audited are not in agreement with the
accounting records and returns; or

certain disclosures of directors’ remuneration
specified by law are not made; or

• we have not received all the information and

explanations we require for our audit

Responsibilities of the directors
for the financial statements

As explained more fully in the directors’ responsibilities statement set out on page 43, 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
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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.

Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:

We obtained an understanding of the legal and
regulatory frameworks within which the company
operates, focusing on those laws and regulations
that have a direct effect on the determination of
material amounts and disclosures in the financial
statements. The laws and regulations we considered
in this context were the Companies Act 2006 and
taxation legislation.

We identified the greatest risk of material impact
on the financial statements from irregularities,
including fraud, to be the override of controls by
management, inappropriate revenue recognition

and judgement surrounding the carrying value of
goodwill. Our audit procedures to respond to these
risks included enquiries of management about
their own identification and assessment of the risks
of irregularities, sample testing on the posting of
journals, reviewing accounting estimates for biases,
corroborating amounts recognised to supporting
documentation on a sample basis and ensuring
accounting policies are appropriate under the
relevant accounting standards and applicable law.

Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements in the financial
statements, even though we have properly planned
and performed our audit in accordance with auditing
standards. We are not responsible for preventing
non-compliance and cannot be expected to detect
non-compliance with all laws and regulations.

These inherent limitations are particularly significant
in the case of misstatement resulting from fraud as
this may involve sophisticated schemes designed to
avoid detection, including deliberate failure to record
transactions, collusion or the provision of intentional
misrepresentations.

A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Independent Auditors’ Report to the Members

Consolidated Statement of Comprehensive Income

Other matters which we are required to address

We were appointed by the Board on 21 March 2019 to audit the financial statements for
the year ending 31 March 2019 and subsequent periods. Our total uninterrupted period
of engagement is four years, covering the years ending 31 March 2019 to 31 March 2022.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
Group’s or the Company and we remain independent of the Group’s and the Company in
conducting our audit.

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

–
Steve Gale - (Senior
Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW

24 June 2022

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.

Consolidated statement of comprehensive income
For the year ended 31 March 2022

Revenue

Cost of sales

Gross profit

Administrative expenses

Operating profit

Loss on disposal of associate

Profit before taxation

Income tax expense

Profit for the year

Other comprehensive income

Total comprehensive income for the year

Earnings per share attributable
to owners of the parent

Basic

Diluted

Notes

2022
£’000

10,119

(7,913)

2,206

(1,488)

718

(139)

579

1.45p

1.41p

2021
£’000

7,642

(6,002)

1,640

(1,339)

301

(25)

276

(89)

187

0.48p

0.45p

The income statement has been prepared on the basis that all operations are continuing operations.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Consolidated Statement of Financial Position

Company Statement of Financial Position

Consolidated statement of financial position
As at 31 March 2022

Company statement of financial position
As at 31 March 2022

Notes

Group
2022
£’000

Group
2021
£’000

Notes

Company
2022
£’000

Company
2021
£’000

Non-current assets

Goodwill

Property, plant and equipment

Investments

Current assets

Trade and other receivables

Cash and bank balances

Current liabilities

Trade and other payables

Lease liabilities

Corporation tax

Net current assets

Non-current lease liabilities

Net assets

Equity

Share capital

Share premium account

Merger reserve

Share-based payment reserve

Retained losses

Equity attributable to
the owners of the parent

Annual report and financial statements for the year ended 31 March 2022

3,317

313

3,701

2,593

2,193

4,786

1,917

144

2,149

2,637

196

6,142

1,998

1,712

3,042

415

3,317

394

3,782

2,273

2,127

4,400

1,929

2,103

2,297

284

5,795

1,998

1,712

3,042

580

Non-current assets

Property, plant and equipment

Investments in subsidiaries

Investments

Current assets

Trade and other receivables

Cash and bank balances

Current liabilities

Trade and other payables

Net current assets

Net assets

Equity

Share capital

Share premium account

Share-based payment reserve

Retained earnings

Equity attributable to
the owners of the parent

(1,025)

(1,537)

6,142

5,795

As permitted by S408 Companies Act 2006, the company has not
presented its own profit and loss account. The company’s loss for
the year was £441k (2021: profit £539k).

The financial statements were approved by the board and
authorised for issue on 24 June 2022.

4,180

4,254

991

1,080

440

640

4,894

1,998

2,341

415

140

4,170

4,241

1,304

415

1,719

393

1,326

5,567

1,998

2,341

580

648

4,894

5,567

–
Claire Banks – Group
Finance Director
Company Registration
No. 08988813

Aquila Services Group plc

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated statement of changes in equity
For the year ended 31 March 2022

Company statement of changes in equity
For the year ended 31 March 2022

Share
Capital
£’000

Share
Premium
account
£’000

Merger
reserve
£’000

Share
based
payment
reserve
£’000

Retained
losses
£’000

Total
equity
£’000

Balance at 1 April 2020

1,897

1,475

3,042

769

(1,941)

5,242

Total comprehensive income

Issue of shares

Transfer on reserves

Share based payment charge

Dividend

101

237

(277)

187

277

187

338

(60)

Balance at 31 March 2021

1,998

1,712

3,042

580

(1,537)

5,795

Balance at 1 April 2021

1,998

1,712

3,042

580

(1,537)

5,795

Total comprehensive income

Transfer on reserves

Share based payment charge

Dividend

(173)

579

173

(240)

Balance at 31 March 2022

1,998

1,712

3,042

415

(1,025)

579

(240)

6,142

Share
capital
£’000

Share
premium
account
£’000

Share
based
payment
reserve
£’000

Retained
earnings
£’000

Total
equity
£’000

Balance at 1 April 2020

1,897

2,104

769

(108)

4,662

Total comprehensive income

Issues of shares

Transfer on reserves

Share based payment charge

Dividend

101

237

Balance at 31 March 2021

1,998

2,341

Balance at 1 April 2021

1,998

2,341

Total comprehensive income

Transfer on reserves

Share based payment charge

Dividend

(277)

580

(173)

Balance at 31 March 2022

1,998

2,341

415

539

277

(60)

648

(441)

173

(240)

140

539

338

(60)

5,567

(441)

(240)

4,894

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Consolidated Statement of Cash Flow

Company Statement of Cash Flow

Consolidated statement of cash flow
For the year ended 31 March 2022

Company statement of cash flow
For the year ended 31 March 2022

Cash flows from operating activities

Profit for the year

Income tax expense

Share based payment charge

Loss on disposal of associate

Change in fair value of investments

Depreciation

Operating cash flows before movement in working capital

(Increase)/Decrease in trade and other receivables

(Decrease)/Increase in trade and other payables

Cash generated by operations

Income taxes paid

Net cash inflow from operating activities

Cash flows from investing activities

Purchase of property, plant and equipment

Proceeds from sale of associate

Net cash (outflow)/inflow from investing activities

Cash flows from financing activities

Lease liability payments

Proceeds of share issue

Dividends paid

Net cash (outflow)/inflow from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

2022
£’000

2021
£’000

579

139

118

844

(320)

(12)

512

(84)

428

(37)

(85)

(240)

(325)

2,127

2,193

187

131

570

114

246

930

(75)

855

(7)

252

245

(79)

338

(60)

199

1,299

828

2,127

Cash flows from operating activities

(Loss) Profit for the year

Dividends received

Profit on disposal of associate

Change in fair value of investment

Depreciation

Operating cash flows before movement in working capital

Decrease/(Increase) in trade and other receivables

Increase/(Decrease) in trade and other payables

Cash (outflow) generated by operations

Net cash (outflow) from operating activities

Cash flows from investing activities

Purchase of plant and equipment

Dividends received

Proceeds from sale of associate

Net cash (outflow)/inflow from investing activities

Cash flows from financing activities

Proceeds of share issue

Dividends paid

Net cash (outflow)/inflow from financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

2022
£’000

(441)

(200)

(641)

313

(289)

200

203

(240)

(326)

415

2021
£’000

539

(1,122)

(26)

(543)

(597)

(110)

(1,250)

1,122

252

1,374

338

(60)

278

402

415

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

Notes to the financial statements (continued)
For the year ended 31 March 2022

1. General information

Accounting policies

Aquila Services Group plc (‘the Company’) and its
subsidiaries (together, ‘the Group’) provide specialist
housing, sport, education and treasury management
consultancy services. The principal activity of the
Company is that of a holding company for the Group
as well as providing all the strategic and governance
functions of the Group.

The Company is a public limited company which is
listed on the London Stock Exchange, domiciled in
the United Kingdom and incorporated and registered
in England and Wales. The Company’s registered
office is Tempus Wharf, 29a Bermondsey Wall West,
London, SE16 4SA.

The principal accounting policies applied in
preparation of these consolidated financial
statements are set out below. These policies have
been consistently applied unless otherwise stated

Basis of preparation
The financial statements have been prepared in
accordance with International Accounting standards
in conformity with the requirements of UK-adopted
International Accounting Standards and the
Companies Act 2006.

The financial statements have been prepared on the
historical cost basis except for certain assets which
are carried at fair value.

The financial statements are presented in Pounds
Sterling which is the functional and presentational
currency of all companies within the group.

The preparation of the financial statements in
conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management
to exercise its judgement in the process of applying
the Group’s accounting policies. The areas of critical
accounting estimates and judgements are set out in
note 3.

Going concern
The budgets and cashflow forecasts that have
been produced and reviewed demonstrate that the
Group is forecast to generate profits and cash in the
year ended 31 March 2022 and beyond and that the
Group has sufficient cash reserves to enable the
Group to meet its obligations as they fall due for a
period of at least 12 months from the date of signing
the financial statements.

Government Furlough scheme
The Company took advantage of the Governments
furlough scheme and furloughed one employee who
has since returned to work. The monies received have
been offset against the employee costs.

Basis of consolidation
The consolidated financial statements incorporate
the financial statements of subsidiary entities. A
subsidiary is defined as an entity over which the
Company has control. Control is achieved when the
Company has power over an entity, is exposed to, or
has rights to, variable returns from its involvement with
the entity, and could use its power to affect its returns.

Consolidation of a subsidiary begins when the
Company obtains control and ceases when control

is lost. The Company reassesses whether it controls
an entity if facts and circumstances indicate that
there are changes to one or more of the three control
elements listed above.

All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between members of the Group are eliminated on
consolidation.

Where necessary, adjustments are made to the
financial statements of subsidiaries to bring
accounting policies used into line with the Group’s
accounting policies.

Business combinations
Acquisitions of subsidiaries are accounted for
using the acquisition method. The consideration
transferred in a business combination is measured
at fair value, which is calculated as the sum of the
acquisition date fair values of assets transferred by
the Group, liabilities incurred by the Group to the
former owners of the acquiree and the equity interest
issued by the Group in exchange for control of
the acquiree.

Any excess of the consideration over the fair value
of the identifiable assets and liabilities acquired is
recognised as goodwill. Goodwill is not amortised
but is reviewed for impairment at least annually.
If the consideration is less than the fair value of
the identifiable assets and liabilities acquired,
the difference is recognised in the statement of
comprehensive income.

Revenue recognition
The group earns income from the following
principal services:

•

Revenue from consultancy services.

Revenue from treasury management.

For all these principal services, revenue represents
amounts recoverable from clients for professional
services provided during the year. Revenue is
measured based on the consideration to which the
Group expects to be entitled in a contract with a
customer and excludes amounts collected on behalf
of third parties.

Revenue is recognised when control of a product
or service is transferred to a customer.

Revenue from fixed fee assignments is recognised
over a period of time by reference to the stage of

completion of the actual services provided at the
reporting date, as a proportion of the total services to
be provided because the customer receives and uses
the benefits simultaneously. This is determined based
on the actual labour hours spent relative to the total
expected labour hours.

Time and materials assignments are recognised as
services are provided at the fee rate agreed with
the client. Unbilled revenue on individual client
assignments is classified as contract assets for client
work within trade and other receivables. Where
individual on-account billings exceed recognised
revenue on a client assignment, the excess is
classified as contract liabilities for client work within
trade and other payables.

Property, plant and equipment
Property, plant and equipment are stated at cost
less accumulated depreciation and any recognised
impairment loss. The cost of an item of property,
plant and equipment initially recognised includes
its purchase price and any cost that is directly
attributable to bringing the asset to the location
and condition necessary for use. Depreciation is
recognised to write-off the cost of assets less their
residual values over their estimated useful lives, using
the straight-line method, on the following bases:

Right of use assets
Over unexpired term of lease

Leasehold improvements
Over unexpired term of lease

Fixtures, fittings and equipment
3-4 years

The estimated useful lives, residual values and
depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in
estimate accounted for on a prospective basis.

An item of property, plant and equipment is
derecognised upon disposal or when no future
economic benefits are expected to arise from the
continued use of the asset. The gain or loss arising
on the disposal of an asset is determined as the
difference between the sales proceeds and the
carrying amount of the asset and is recognised
in the statement of comprehensive income.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

Investment in subsidiaries
In the Company’s financial statements, investments in subsidiaries are carried at cost less any
accumulated impairment.

The cost of an investment in a subsidiary is the aggregate of the fair value, at the date of exchange, of assets
given, liabilities incurred or assumed, and equity instruments issued by the Company, plus any costs directly
attributable to the purchase of the subsidiary.

Investments
Investments are held at fair value.

Financial instruments
Financial assets and financial liabilities are recognised on the Group’s Statement of Financial Position when
the Group becomes a party to the contractual provisions of the instrument.

Financial assets
Financial assets are classified into the following specified categories: financial assets ‘at fair value through
profit or loss’ (FVTPL) and ‘amortised cost’. The classification depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them and is determined at the time
of initial recognition. Financial assets with cash flows that are not solely payments of principal and interest
are classified and measured at fair value through profit or loss, irrespective of the business model.

Amortised cost
Financial assets at amortised cost
These assets are held within a business model whose objective is to collect contractual cash flows which are
solely payments of principals and interest and therefore classified as subsequently measured at amortised
cost. With the exception of trade receivables which are initially measured at transaction price determined
in accordance with IFRS 15, financial assets at amortised cost are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition and are subsequently carried at amortised
cost using the effective interest rate method, less provision for impairment. The Group’s financial assets
measured at amortised cost comprise trade and other receivables and cash and cash equivalents. Cash
comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand which have a
right of offset against cash balances. These instruments are readily convertible to a known amount of cash and
are subject to an insignificant risk of change in value.

Financial assets at fair value through profit or loss
Assets that do not meet the criteria for amortised cost are measured at FVTPL. A gain or loss on a debt
investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within
other gains/(losses) in the period in which it arises. The Group’s financial assets measured at FVTPL comprise
unquoted equity investments.

Impairment of financial assets
Impairment provisions for current trade receivables are recognised based on the simplified approach within
IFRS 9 using a provision matrix in the determination of credit losses. During this process the probability of
the non-payment of the trade receivable is assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the expected credit loss for the trade receivables. Provisions
are recorded net in a separate provision account with the loss being recognised in the consolidated income
statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision. Impairment provisions for receivables from related parties
and loans to related parties are recognised based on a forward-looking expected credit loss model. The
methodology used to determine the amount of provision is based on whether there has been a significant
increase in credit risk since the initial recognition of the asset.

Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into.

Annual report and financial statements for the year ended 31 March 2022

Equity instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments issued
by the Group are recorded at the proceeds received,
net of direct issue costs.

Financial liabilities
Financial liabilities are classified as either financial
liabilities ‘at FVTPL’ or ‘amortised cost’. The Group
does not currently hold any financial liabilities
‘at FVTPL’.

Pensions
The Group contributes to defined contribution
schemes for the benefit of its directors and
employees. Contributions payable are charged to
the statement of comprehensive income in the year
they are payable.

Current and deferred income tax
The tax expense represents the sum of the tax
currently payable and deferred tax.

The tax currently payable is based on taxable profit
for the year. Taxable profit differs from net profit as
reported in the profit or loss, because it excludes
items of income or expense that are taxable or
deductible in other years and it further excludes items
that are never taxable or deductible. The Company’s
liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by
the reporting date.

Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amount of assets and liabilities in the financial
information and the corresponding tax bases used in
the computation of taxable profit and is accounted
for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will
be available against which deductible temporary
differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial
recognition (other than in a business combination)
of other assets and liabilities in a transaction which
affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that
are expected to apply to the year when the asset
is realised, or the liability is settled. Deferred tax
is charged or credited in the profit or loss, except

when it relates to items credited or charged in other
comprehensive income directly to equity, in which
case the deferred tax is also dealt with in other
comprehensive income.

Deferred tax assets
Management regularly assesses the likelihood that
deferred tax assets will be recovered from future
taxable income. No deferred tax asset is recognised
when management believe that it is more likely than
not that a deferred asset will not be realised.

Impairment of non-financial assets
The Group assesses at each statement of financial
position date if there is any indication that an asset
may be impaired. If any such indication exists, the
Group estimates the recoverable amount of the asset.

If there is any indication that an asset may be
impaired, the recoverable amount is estimated for
the individual asset. If it is not possible to estimate
the recoverable amount of the individual asset, the
recoverable amount of the cash-generating unit to
which the asset belongs is determined.

The recoverable amount of an asset or a cash-
generating unit is the higher of its fair value less costs
to sell and its value in use.

If the recoverable amount of an asset is less than its
carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. That reduction is
an impairment loss.

An impairment loss of assets carried at cost less
any accumulated depreciation or amortisation is
recognised immediately in profit or loss.

An entity assesses at each reporting date whether
there is any indication that an impairment loss
recognised in prior periods for assets other than
goodwill may no longer exist or may have decreased.
If any such indication exists, the recoverable amounts
of those assets are estimated.

The increased carrying amount of an asset other than
goodwill attributable to a reversal of an impairment
loss does not exceed the carrying amount that would
have been determined had no impairment loss been
recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at
cost less accumulated depreciation or amortisation
other than goodwill is recognised immediately in
profit or loss.

Aquila Services Group plc

Notes to the Financial Statements

Critical accounting estimates and judgements

In application of the Group’s accounting policies, which are described in note 2, the directors are required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s
accounting policies
The following are the critical judgements, apart
from those involving estimations, that the directors
have made in the process of applying the Group’s
accounting policies and that have a significant
effect on the amounts recognised in the
financial statements.

Work in progress within revenue recognition
Work in progress is calculated on a project by project
basis using the fair value of chargeable time that is
un-invoiced at the period end. Historic analysis shows
that recovery rates of work in progress are very high;
the Group does not expect any work in progress to
be irrecoverable. Work in progress is reviewed on a
monthly basis to ensure it is recognised appropriately,
it is probable that economic benefits will flow to
the Group and that the fair value can be reliably
measured (note 4). Work in progress is accounted for
under contract assets.

Share based payments
The Company has granted share options to certain
employees and directors of the Group. The share
options granted become exercisable at varying
future dates. If certain conditions are met the
employee will be eligible to exercise their option at
an exercise price determined on the date the share
options are granted.

The share-based payment charge is recognised
in the statement of comprehensive income and is
calculated based on the Company’s estimate of the
number of share options that will eventually vest.

Assumptions regarding the fair value of the
Company’s shares are considered when measuring
the value of share-based payments for employees,
which are required to be accounted for as equity-
settled share-based payment transactions pursuant
to IFRS 2. The resulting staff costs are recognised pro
rata in the statement of comprehensive income to
reflect the services rendered as consideration during
the vesting period (note 20).

Share capital/equity instruments
Ordinary shares are classified as equity. Equity
instruments issued by the Company are recorded at
the proceeds received, net of direct issue costs. The
Company has one class Ordinary share which carries
no right to fixed income. Each share carries the right
to one vote at general meetings of the Company.

Share-based payments
Equity-settled share-based payments to
employees and directors are measured at the fair
value of the equity instruments at grant date. The
fair value excludes the effect of non-market-based
vesting conditions.

The fair value determined at the grant date of the
equity-settled share-based payments is expensed
on a straight-line basis over the vesting period,
based on the Group’s estimate of equity instruments
that will eventually vest. At each reporting date, the
Group revises the estimate of the number of equity
instruments expected to vest as a result of the effect
of non-market-based vesting conditions. The impact
of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative
expense reflects the revised estimate, with a
corresponding adjustment to equity reserves.

The fair value of the options is measured using
the Black Scholes options valuation model.

Adoption of new and revised standards
No new standards were adopted in the year.

Standards issued but not yet effective
There are no other standards that are not yet
effective and that would be expected to have
a material impact on the entity in the current or
future reporting periods and on foreseeable future
transactions.

Provisions
Provisions are recognised when the Group has a
present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources
will be required to settle the obligation and a reliable
estimate of the amount can be made. If the effect is
material, provisions are determined by discounting
the expected future cash flows at an appropriate
pre-tax discount rate.

Leases
Leases are accounted for on a ‘right-of-use model’
reflecting that, at the commencement date, the
Company as a lessee has a financial obligation
to make lease payments to the lessor for its right to
use the underlying asset during the lease term. The
financial obligation is recognised as a lease liability,
and the right to use the underlying asset is recognised
as a right-of-use asset. The right-of-use assets are
recognised within property, plant and equipment on
the face of the financial position and are presented
separately in note 11.

The lease liability is initially measured at the
present value of the lease payments using the
rate implicit in the lease or, where that cannot be
readily determined, the incremental borrowing
rate. Subsequently the lease liability is measured at
amortised cost, with interest increasing the carrying
amount and lease payments reducing the carrying
amount. The carrying amount is re-measured to
reflect any reassessment or lease modifications, or
to reflect revised in-substance fixed lease payments.

Right-of-use assets are measured at cost comprising
the following:

•

the amount of the initial measurement
of lease liability;

any lease payments made at or before
the commencement date less any lease
incentives received;

any initial direct costs; and

restoration costs.

Subsequently the right-of-use asset is measured at
cost less accumulated depreciation and impairment
losses. Depreciation is calculated to write off the cost
on a straight line-basis over the lease term.

The Group does not have any short-term leases of
equipment or vehicles.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at
the reporting date, that may have a significant risk of causing material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are discussed below.

Impairment of goodwill
The carrying amounts of the Group’s assets value are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s
recoverable amount is estimated, and an impairment loss is recognised where the recoverable
amount is less than the carrying value of the asset. Any impairment losses are recognised in the
income statement.

The recoverable amount of the goodwill is determined from value in use calculations. The key
assumptions for the value in use calculations are those regarding the discount rates, growth
rates and expected changes to income and direct costs during the period.

Management estimates discount rates using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to each acquisition of goodwill.
Discount rates of 13.9% and a terminal value of 1% has been used.

Growth rates of 0-15% have been applied, these are based on industry rates, management’s
knowledge of the different businesses and the markets and the ability for the businesses to
expand. The maximum period over which the cashflows are reviewed is 5 years.

Sensitivities have been applied to all assumptions.

Valuation of unquoted investments
The Group determines the fair value of these financial instruments using recent transactions or
valuation models if information about recent transactions is not available. The values derived
from applying these models are significantly impacted by the choice of the valuation model
used and the underlying assumptions made, such as the amounts and timing of future cash flows,
discount rates, volatility and credit risk.

Management has determined that a valuation based on five times annual turnover is an
appropriate measure of fair value.

4. Revenue and finance income

An analysis of the Group’s revenue is as follows:

Continuing operations - rendering of services

Specialist housing consultancy income

Treasury management income

Specialist sports and education consultancy income

2022
£’000

8,502

600

1,017

10,119

2021
£’000

5,961

657

1,024

7,642

5. Operating segments

The Group has two reportable segments; consultancy and treasury management services, the results of
which are included within the financial information. In accordance with IFRS8 ‘Operating Segments’,
information on segment assets is not shown, as this is not provided to the chief operating decision-maker.

The principal activities of the Group are as follows:

Consultancy – a range of services to support the business needs of a diverse range of organisations (including
housing associations, local authorities, multi academy trusts and sporting businesses) across the housing,
education and sports sectors. Most consultancy projects run over one to two months and on-going business
development is required to ensure a full pipeline of consultancy work for the employed team.

Within this segment of the business several client organisations enter fixed period retainers to ensure
immediate call-off of the required services.

The accounting policies of the reportable segments are the same as the Group’s accounting policies
described in note 2. Segment profit represents the profit earned by each segment, without allocation of
central administration costs, including directors’ salaries, finance costs and income tax expense. This is the
measure reported to the Group’s executive directors for the purpose of resource allocation and assessment
of segment performance.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

5. Operating segments (continued)

Revenue from Consultancy

Revenue from Treasury management

Cost of sales from Consultancy

Cost of sales from Treasury management

Gross profit from Consultancy

Gross profit from Treasury management

Geographical information
Revenues from external customers, based on location of the customer, are shown below:

Europe

Rest of World

2022
£’000

9,519

600

10,119

7,367

546

7,913

2,152

2,206

2021
£’000

6,985

657

7,642

5,436

566

6,002

1,549

1,640

2022
£’000

9,528

380

211

10,119

2021
£’000

7,057

401

184

7,642

Administrative expenses

Operating profit

(1,488)

718

(1,339)

301

Within consultancy revenues, approximately 9% (2021: 8%) has arisen from
the segment’s largest customer; within treasury management 15% (2021: 26%).

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

Profit before taxation

Staff costs

Profit before taxation is arrived at after charging:

Auditors’ remuneration (see below)

Depreciation of property, plant and equipment (see note 11)

Depreciation of leasehold property (see note 11)

Staff costs (see note 7)

Significant reorganisation costs *

* Significant restructuring costs include staff related
costs of £0k (2021: £175k) arising from the redundancy
costs relating to COVID-19 are provided for.

Breakdown of auditors’ remuneration

Auditors’ remuneration

Fees payable to the Company’s auditors for:

The audit of the parent Company

The audit of the Company’s subsidiaries

The review of the interim report

The provision of a CASS assurance report to the FCA

2022
£’000

5,879

2021
£’000

5,067

175

2022
£’000

2021
£’000

The average monthly number of employees (including
directors) employed by the Group was:

2022

2021

2022
£’000

5,171

262

438

5,879

330

352

2021
£’000

4,250

203

526

5,067

435

462

Aggregate remuneration (including directors)

Wages and salaries

Share-based payments

Pension contributions

Social security costs

Directors’ remuneration

Salary (including taxable benefits)

Share-based payments

Pension contributions

The above amounts are net of £4k (2021:£60k) relating to income
received from the Government’s furlough scheme.

Two directors are members of the company’s defined contribution
pension scheme.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

Staff costs (continued)

Taxation

The amounts set out above include remuneration to the highest paid director as follows:

Salary (including taxable benefits)

Share-based payments

Pension contributions

2022
£’000

177

191

Remuneration of key management personnel
The remuneration of the key management personnel of the Group, including all directors, is set
out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Wages and salaries

Share-based payments

Post-retirement benefits

2022
£’000

1,186

(7)

1,228

2021
£’000

169

183

2021
£’000

1,197

1,264

Corporation tax:

Current year

The tax charge for the year can be reconciled to the profit in the income statement as follows:

Profit before taxation

Tax at the UK corporation tax rate of 19% (2021: 19%)

Expenses not deductible

Tax expense for the year

Earnings per share

Basic earnings per share is calculated by dividing the profit after tax attributable to the
equity holders of the Group by the weighted average number of shares in issue during the
year. Diluted earnings per share is calculated by adjusting the weighted average number
of shares outstanding to assume conversion of all potential dilutive shares, namely share
options. Details of which are set out in note 20.

Profit after tax attributable to owners of the parent

Weighted average number of shares

- Basic

- Diluted

Basic earnings per share

Diluted earnings per share

2022
£’000

2021
£’000

139

718

136

139

276

2022
£’000

579

’000

39,962

41,153

1.45p

1.41p

2021
£’000

187

’000

39,282

41,602

0.48p

0.45p

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

10. Goodwill

Group

Cost

At 1 April 2020

Additions

At 31 March 2021

Additions

At 31 March 2022

Accumulated impairment losses

At 1 April 2020

Impairment loss for the year

At 31 March 2021

Impairment loss for the year

At 31 March 2022

Net book value

At 1 April 2020

At 1 April 2021

At 31 March 2022

Sensitivity analysis has been performed on the
value in use calculations, holding all other variables
constant to:

• Apply a 2-6% reduction to the

forecasted turnover

• Apply a 5-10% increase in cost of sales and

of overheads

• Apply an increase in the discount rate to 19%.

The sensitivities applied do not provide reasonable
possible changes and therefore no impairment has
been made.

Goodwill acquired in a business combination is
allocated, at acquisition, to the cash generating
units that are expected to benefit from that business
combination. Each Subsidiary is considered to
be the cash generating unit for the purpose of
impairment review.

The Group tests goodwill annually for impairment,
or more frequently if there are any indications that
goodwill might be impaired.

The recoverable amount of goodwill is determined
from value in use calculations. The key assumptions
for the value in use calculations are those regarding
growth rate of client base and project fees.
Management’s approach to determining the values
to each key assumption is based on experience and
project work already secured for future periods and
the expected utilisation of consultants. Management
have projected cash flows over a period of five years,
based on growth rates of between 0% and 15%
per annum; this is based on past performance and
expected future activity. A discount rate of 13.9%
and a terminal value of 1.0% has been used.

Goodwill
£’000

3,872

(555)

3,317

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

11. Property, plant and equipment (Group)

Group

Cost

At 1 April 2020

Additions

At 31 March 2021

Additions

At 31 March 2022

At 1 April 2020

Charge for the year

At 31 March 2021

Charge for the year

At 31 March 2022

Net book value

At 1 April 2020

At 31 March 2021

At 31 March 2022

Right of
use assets-
Leasehold
property
£’000

Leasehold
improvement
£’000

Fixtures
and
fittings
£’000

Computer
equipment
£’000

Total
£’000

514

153

241

449

361

273

166

173

210

125

160

182

752

759

796

234

131

365

118

483

518

394

313

Company

Cost

At 1 April 2020

Additions

At 31 March 2021

Additions

At 31 March 2022

Accumulated depreciation

At 1 April 2020

Charge for the year

At 31 March 2021

Charge for the year

At 31 March 2022

Net book value

At 1 April 2020

At 31 March 2021

At 31 March 2022

Computer
equipment
£’000

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

12.

Investments in subsidiaries

Company

Cost

At 1 April 2020

Additions

At 31 March 2021

Addition

At 31 March 2022

Accumulated impairment losses

At 1 April 2020

Impairment losses for the year

At 31 March 2021

Impairment losses for the year

At 31 March 2022

Net book value

At 1 April 2020

At 31 March 2021

At 31 March 2022

Investments in
subsidiaries
£’000

4,637

4,725

4,735

555

4,082

4,170

4,180

Details of the Company’s subsidiaries at 31 March 2022 are as follows:

Place of incorporation
and operation

Principal activity

Proportion of ownership
and voting rights held

England and Wales

Specialist housing
consultancy

100%

England and Wales

Treasury management
consultancy

100%

Altair Consultancy
and Advisory Services
Limited

Aquila Treasury and
Finance Solutions
Limited

Oaks Consultancy
Limited

England and Wales

Specialist sports and
education consultancy

100%

The accounting reference date of each of the subsidiaries above is co-terminus with that of the
Company. The registered office of each subsidiary is Tempus Wharf, 29a Bermondsey Wall West,
London, SE16 4SA.

Place of incorporation
and operation

Proportion of ownership
and voting rights held

Accounting
reference date

Altair International
Consultancy Limited

England and Wales

100% held by Aquila
Services Group plc

31 August

Murja Limited

England and Wales

Finalysis UK Limited

England and Wales

100% held by
ATFS Limited

30 May

100% held by Aquila
Services Group plc

31 March

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

13.

Investments

14. Trade and other receivables

Unquoted equity
investments

Fair Value
Hierarchy

Level 3

2022
£’000

2021
£’000

The Group has a 5.3% equity shareholding
in AssetCore Limited an unquoted company.
AssetCore’s principal activity is a cloud-based
platform used to manage loan security within
the affordable housing sector. As explained in
Note 3, based on the information available at the
reporting date the directors consider cost to be an
appropriate estimate of fair value.

Financial instruments measured at fair value
subsequent to initial recognition are grouped into
levels 1 to 3 based on the degree to which the fair
value is observable, i.e.:

Level 1 fair value measurements are those derived
from quoted prices (unadjusted) in active markets
for identical assets or liabilities.

Level 2 fair value measurements are those derived
from inputs other than quoted prices included within
level 1 that are observable for the asset or liability,
either directly or indirectly.

Level 3 fair value measurements are those derived
from valuation techniques that include inputs for the
asset or liability that are not based on observable
market data (unobservable inputs).

Trade receivables

Group undertakings

Other receivables

Prepayments

Contract assets

Group
2022
£’000

Group
2021
£’000

Company
2022
£’000

Company
2021
£’000

2,240

1,862

117

201

107

284

964

1,281

2,593

2,273

991

1,304

Total
£’000

<30 days
£’000

30-60 days
£’000

66-90 days
£’000

>90 days
£’000

31 March 2022

31 March 2021

2,240

1,862

2,182

1,704

132

No expected credit loss is recognised in the accounts. The Group does not expect any debts
not to be paid. The directors have reviewed the provision for expected credit loss and have not
identified any which need to be provided for.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

15. Trade and other payables

17. Share capital

Group
2022
£’000

Group
2021
£’000

Company
2022
£’000

Company
2021
£’000

Trade payables

Other payables

Amounts owed to Group undertakings

Taxes and social security costs

Accruals

Contract liabilities

510

715

246

369

273

825

484

297

1,917

1,929

283

146

440

Of the contract liability brought forward at the start of the year £297k (2021: £181k)
was recognised in revenue in the year.

16. Long term liabilities

The Statement of Financial Position shows the following amounts relating to lease liabilities.

At 31 March 2021

Decrease in lease liabilities

Closing amounts as at 31 March 2022

Current

Non-current

270

104

393

2022
£’000

369

(85)

284

196

Allotted, called up and fully paid

39,961,955 (2021: 39,961,955) Ordinary shares of 5p each

1,998

2022
£’000

2021
£’000

The Company has one class Ordinary share which carries no right to fixed income.
Each share carries the right to one vote at general meetings of the Company.

A reconciliation of share capital, share premium account and merger reserve is set out below:

Number of
Ordinary
shares
’000

Amount
called up
and fully
paid
£’000

Share
premium
£’000

Merger
reserve
£’000

At 31 March 2020

37,947

1,897

1,475

3,042

Issued at 10p per share on 20 Jul 2020

Issued at 23p per share on 20 Jul 2020

Issued at 5p per share on 15 Mar 2021

At 31 March 2021

At 31 March 2022

824

1,088

103

39,962

1,998

196

1,712

3,042

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Notes to the Financial Statements

18. Reserves

The share premium account represents the amount received on the issue of Ordinary shares
by the Company in excess of their nominal value and is non-distributable.

The merger relief reserve arose on the Company’s acquisition of Altair. There is no legal share
premium on the shares issued as consideration as section 612 of the Companies Act 2006, which
deals with merger relief, applies in respect of the acquisition. Since the shareholders of Altair
became the majority shareholders of the enlarged group, the acquisition is accounted for as
though the legal acquiree is the accounting acquirer.

19. Dividends

Amounts recognised as
distributions to equity holders

Final dividend for the year ended
31 March 2021 of 0.4p per share (2020: Nil)

Interim dividend for the year ended
31 March 2022 of 0.2p per share (2021: 0.15p)

Proposed final dividend for the year ended
31 March 2022 of 0.4p per share (2021: 0.4p)

2022
£’000

2021
£’000

160

240

160

20. Share-based payment transactions

The Company operates an Unapproved Scheme and an Enterprise Management Incentives
Scheme. The total amount recognised in the year to 31 March 2022 arising from share-based
payment transactions is £8k (2021 expense: £88k).

Unapproved scheme

Number of options outstanding at 1 April 2021

Lapsed during period

Exercised during period

Number of options outstanding as at 31 March 2022

Number of options exercisable as at 31 March 2022

Number
’000

Weighted
average
exercise price

£0.35

171

The exercise price of the options outstanding at 31 March 2022 is 35p. The weighted average
remaining contractual life of the options outstanding at 31 March 2022 is 3 years (2021: 4 years).

EMI scheme

Number of options outstanding at 1 April 2021

Cancelled during the period

Lapsed during period

Number of options outstanding as at 31 March 2022

Number of options exercisable as at 31 March 2022

Number
’000

Weighted
average
exercise price

£0.05

2,230

(96)

(750)

1,474

The weighted average remaining contractual life of the options outstanding at 31 March 2022
is 3 years (2021: 4 years).

21. Related party disclosures

Balances and transactions between the Group and
other related parties are disclosed below:

Dividends totalling £70k (2021: £17k) were paid in
the year in respect of Ordinary Shares held by the
Company’s directors.

At 31 March 2022, the balance owed to Richard
Wollenberg for services as a non-executive director
was £4k (2021: £4k).

Amounts paid to Derek Joseph for consultancy
services £23k (2021: £51k).

Annual report and financial statements for the year ended 31 March 2022

Aquila Swervices Group plc

Notes to the Financial Statements

22. Control

In the opinion of the Directors there is no single ultimate controlling party.

23. Financial instruments

Financial risk management
The Group’s activities are exposed to a variety of market risk (including foreign currency risk and
interest rate risk), credit risk and liquidity risk.

Credit risk
Credit risk is the risk of financial loss to the Group resulting from counterparties failing to
discharge their obligations to the Group. The Group’s principal financial assets are trade and
other receivables and cash and cash equivalents.

The Group considers its credit risk to be low. Of the total trade receivables at the 2022 year-end
£258k (2021: £180k) is due from one customer.

There are no other customers that represent more than 10% of the total balance of trade
receivables. The maximum exposure to credit risk is equal to the carrying value of these
instruments.

Liquidity risk
Liquidity risk is the risk of the Group being unable to meet its liabilities as they fall due. The Group
manages liquidity risk by maintaining enough cash reserves and holding banking facilities,
and by continuously monitoring forecast and actual cash flows. In addition, the Group is a cash
generative business with income being received regularly over the course of the year. The
Group held cash balances of £2,193k (2021: £2,127k) at the year-end.

Foreign currency risk
Foreign exchange risk is the risk of loss due to adverse movements in the exchange rates
affecting the Group’s profits and cash flows. Only a very small number of clients are invoiced
in Euros and USD and the foreign exchange exposure is not considered a significant risk.
The Group’s principal financial assets are cash and cash equivalents and trade and other
receivables, which are almost exclusively denominated in Pounds Sterling.

Interest rate risk
The Group does not undertake any hedging activity in this area. The main element in interest
rate risk involves sterling deposits.

Capital risk management
Internal working capital requirements are low and are regularly monitored.

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as
a going concern in order to provide return for shareholders, benefits for other stakeholders and
to maintain optimal capital structure and to reduce the cost of capital.

In order to ensure an appropriate return for shareholder capital invested in the Group,
management thoroughly evaluates all material projects and potential acquisitions and has them
approved by the Board of Directors where applicable.

The Group monitors capital on a short- and medium-term view.

24. Post Balance Sheet event

There are no post balance sheet events.

Annual report and financial statements for the year ended 31 March 2022

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Aquila Services Group plc will be held at
Tempus Wharf 29A, Bermondsey Wall West, London, SE16 4SA on 27 July 2022 at 3:00 pm, for the purpose
of considering and, if thought fit, passing the following resolutions, of which resolutions numbered 1 to 7
will be proposed as ordinary resolutions and resolution 8 and 9 will be proposed as a special resolution.
Resolutions 7 to 9 are items of special business.

Ordinary business

To receive the reports of the directors and auditor and the financial statements for the period ended
31 March 2022.

2. To approve the remuneration report for the period ended 31 March 2022.

3. That, following a recommendation by the directors, a final dividend payment of 0.4p per Ordinary Share

shall be paid to those persons who were named on the register of shareholders on 15 July 2022.

4. That Crowe UK LLP be and is hereby reappointed as auditor of the Company and that the directors

be authorised to determine the auditor’s remuneration.

5. To re-elect as a director, Fiona Underwood, who was re-appointed at the AGM held on 24 July 2019.

6. To re-elect as a director, Claire Banks, who was appointed at the AGM held on 24 July 2019.

Special business

That, in accordance with section 551 of the Companies Act 2006 (“CA 2006”), the directors be generally
and unconditionally authorised to issue and allot equity securities (as defined by section 560 of the CA
2006) up to an aggregate nominal amount of:

7.1

7.2

£82,259 in connection with the valid exercise of the options (both approved and unapproved)
granted by the Company (as set out in the prospectus issued by the Company dated 20 July 2015),
any unapproved options granted to current or former officers of the Company and options granted
to employees and officers of the Company and/or its subsidiaries in accordance with the terms of
the Company’s Employee Share Option Scheme (“Options”); and

in any other case, £666,033 (such amount to be reduced by the nominal amount of any equity
securities allotted pursuant to the authorities in paragraph 7.1 above in excess of the stated
amount) provided that this authority shall, unless renewed, varied or revoked by the Company,
expire on the date of the next annual general meeting of the Company save that the Company may,
before such expiry, make offers or agreements which would or might require relevant securities to
be allotted and the directors may allot relevant securities in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors
to allot relevant securities but without prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such authorities.

8. That, subject to Resolution 7 above being duly passed, the directors of the Company be and are hereby
empowered, pursuant to section 570 of the CA 2006, to allot equity securities (as defined in section 560
of the CA 2006) wholly for cash pursuant to the authority conferred upon them by Resolution 7 above
(as varied, renewed or revoked from time to time by the Company at a general meeting) as if section
561(1) of the CA 2006 did not apply to any such allotment provided that such power shall be limited to
the allotment of equity securities:

Aquila Services Group plc

8.1

in connection with a rights issue or any other pre-emptive offer in favour of holders of equity
securities where the equity securities offered to each such holder is proportionate (as nearly
as may be) to the respective amounts of equity securities held by each such holder subject only
to such exclusion or other arrangements as the directors may consider appropriate to deal with
fractional entitlements or legal or practical difficulties under the laws of or the requirements
of any recognised regulatory body in any territory or otherwise;

8.2 in connect in connection with the valid exercise of Options;

8.3

in connection with the valid exercise of any share options granted to employees of the Group
in accordance with the terms of the Employee Share Option Scheme; and

8.4 otherwise, up to a maximum nominal amount of £99,905.

The power granted by this resolution will expire on the conclusion of the Company’s next annual general
meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the
Company may, before such expiry make offers or agreements which would or might require equity
securities to be allotted after such expiry and the directors may allot equity securities in pursuance of
any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot
equity securities as if section 561(1) of the CA 2006 did not apply but without prejudice to any allotment
of equity securities already made or agreed to be made pursuant to such authorities.

9. That the Company be and is hereby authorised generally and unconditionally to make market

purchases (within the meaning of section 693(4) of the CA 2006) of its ordinary shares (“Ordinary
Shares”) provided that:

9.1 the maximum aggregate number of Ordinary Shares that may be purchased is 3,996,196;

9.2 the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.05;

9.3

the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher
of:

9.3.1

105 per cent of the average closing middle market quotations for the Ordinary Shares as
quoted on the Official List of the London Stock Exchange for the five business days prior
to the day the purchase is made; and

9.3.2

the value of an Ordinary Share calculated on the basis of the higher of the price
quoted for:

9.3.3

the last independent trade of; and

9.3.4

the highest current independent bid for any number of Ordinary Shares on the
Official List.

9.4 The authority conferred by this resolution shall expire on the conclusion of the Company’s next

annual general meeting save that the Company may, before the expiry of the authority granted
by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed
wholly or partly after the expiry of such authority.

Registered office:
Tempus Wharf
29a Bermondsey Wall West
London
SE16 4SA

–
By order of the board
Claire Banks -
Company Secretary
24 June 2022

Notes to the notice of the Annual General Meeting

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to exercise all
or any of their rights to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a
member of the company.

2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to

different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy you may photocopy the form of proxy. Please indicate the proxy holder’s
name and the number of shares in relation to which they are authorised to act as your proxy (which,
in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy
instruction is one of multiple instructions being given. All forms must be signed and should be returned
together in the same envelope.

3. A form of proxy accompanies this notice. Forms of proxy, to be valid, must be delivered to the company’s

registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD in accordance
with the instructions printed thereon, not less than 48 hours before the time set for the holding of
the meeting.

If you are not a member of the company but you have been nominated under section 146 of the
Companies Act 2006 (the ‘Act’) by a member of the company to enjoy information rights, you do not
have the rights of members in relation to the appointment of proxies set out in notes 1, 2 and 3. The rights
described in those notes can only be exercised by members of the company.

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes
for or against the resolution. If you either select the “Withheld” option or if no voting indication is given,
your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Information regarding the meeting, including the information required by section 311A of the Act, is
available from www.aquilaservicesgroup.co.uk

7. As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members

registered in the register of members of the company 48 hours before the time set for the meeting shall be
entitled to attend and vote at the meeting in respect of the number of shares registered in their name at
that time. Changes to entries on the relevant register of securities after that time shall be disregarded in
determining the rights of any person to attend or vote at the meeting.

8. As at close of business on 24 June 2022 the company’s issued share capital comprised 39,961,955 ordinary
shares of 5 pence each. Each ordinary share carries the right to one vote at a general meeting of the
company and, therefore, the total number of voting rights in the company at close of business on 24 June
2022 is 39,961,955.

9. Under section 319A of the Act, the company must answer any question you ask relating to the business
being dealt with at the meeting unless (a) answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer to a question; or (c) it is undesirable in the
interests of the company or the good order of the meeting that the question be answered.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

10.

If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a
‘Nominated Person’), you may have a right under an agreement between you and the member of the
company who has nominated you to have information rights (a ‘Relevant Member’) to be appointed or to
have someone else appointed as a proxy for the meeting. If you either do not have such a right or if you
have such a right but do not wish to exercise it, you may have a right under an agreement between you
and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the company remains the Relevant Member
(or, perhaps, your custodian or broker) and you should continue to contact them (and not the company)
regarding any changes or queries relating to your personal details and your interest in the company
(including any administrative matters). The only exception to this is where the company expressly requests
a response from you.

11. Members satisfying the thresholds in section 338 of the Act may require the company to give, to members
of the company entitled to receive notice of the Annual General Meeting, notice of a resolution which
those members intend to move (and which may properly be moved) at the Annual General Meeting.
A resolution may properly be moved at the Annual General Meeting unless (i) it would, if passed, be
ineffective (whether by reason of any inconsistency with any enactment or the company’s constitution or
otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may
be dealt with at the Annual General Meeting includes a resolution circulated pursuant to this right. A
request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of
which notice is to be given, must be authenticated by the person(s) making it and must be received by the
company not later than 6 weeks before the date of the Annual General Meeting.

12. Members satisfying the thresholds in section 338A of the Act may request the company to include in the
business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution)
which may properly be included in the business at the Annual General Meeting. A matter may properly
be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii)
it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form,
must identify the matter to be included in the business, must be accompanied by a statement setting out
the grounds for the request, must be authenticated by the person(s) making it and must be received by the
company not later than 6 weeks before the date of the Annual General Meeting.

13. Members satisfying the thresholds in section 527 of the Act can require the company to publish a
statement on its website setting out any matter relating to (i) the audit of the company’s accounts
(including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General
Meeting; or (ii) any circumstances connected with an auditor of the company ceasing to hold office since
the last Annual General Meeting, which the members propose to raise at the meeting. The company
cannot require the members requesting the publication to pay its expenses. Any statement placed on the
website must also be sent to the company’s auditor no later than the time it makes its statement available
on the website. The business which may be dealt with at the Annual General Meeting includes any
statement that the company has been required to publish on its website pursuant to this right.

14. Copies of the directors’ service contracts will be available for inspection at the registered office

of the company during usual business hours from the date of this notice until the date of the Annual
General Meeting, and also during and at least fifteen minutes before the beginning of the Annual
General Meeting.

Annual report and financial statements for the year ended 31 March 2022

Aquila Services Group plc

Directors
Derek Joseph
Non-Executive Chair

Dr Fiona Underwood
Group Managing Director

Claire Banks
Group Finance Director

Richard Wollenberg
Non-Executive Director

Company Secretary
Claire Banks

Registered Office
Tempus Wharf
29a Bermondsey Wall West
London
SE16 4SA

Independent Auditors
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW

Corporate Advisor
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA

Bankers
National Westminster Bank plc
50 High Street
Egham
Surrey
TW20 9EU

Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD

Company Number
08988813

Company Site
aquilaservicesgroup.co.uk

London Stock Exchange
londonstockexchange.com/stock/
AQSG/aquila-services-group-plc/
company-page