People-powered
TRANSFORMATION
Annual Report and Financial Statements 2023
T
P
X
i
m
p
a
c
t
H
o
l
d
i
n
g
s
p
l
c
|
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
2
0
2
3
Supporting organisations to build a better
future for people, places and the planet.
ABOUT TPXimpact
People-powered
TRANSFORMATION
We’re a purpose-driven digital transformation company supporting organisations to build a
better future for people, places and the planet.
Combining human-centred design, data, experience and technology, we’re creating sustainable
solutions that support organisations to improve lives in an equitable and responsible way.
We support public, private and third sector organisations to deliver complex programmes,
projects and products that enable them to deliver better services, experiences and outcomes.
BUSINESS PERFORMANCE
Revenue
Adjusted EBITDA*
Adjusted diluted
earnings per share**
Reported
operating loss
£83.7m
£2.5m
FY22: £79.7m
FY22: £12.2m
0.7p
FY22: 11.3p
£(19.4)m
FY22: Profit £3.2m
Headcount (FTE)
tCo2e per FTE
Net debt (excluding
lease liabilities)*
Total dividend
798
FY22: 607
2.02 tCO2e
FY22: 2.60 tCo2e
£17.5m
FY22: £10.1m
0.3p
FY22: 0.9p
Hours donated
New jobs created
Female
representation
Overall ethnic minority
representation
2,565
FY22: 1,970
139
FY22: 63
50% 19%
FY22: 47%
FY22: 19%
*Adjusted EBITDA and net debt (excluding lease liabilities) are defined in note 28 to the financial statements.
**Adjusted diluted earnings per share is defined in note 7 to the financial statements.
Strategic Report
Corporate Governance
Financial Statements
CONTENTS
Strategic review
Letter to shareholders
Our investment case
Our story
Case studies
Chairman’s statement
CEO Statement
Vision for the future
Our business model
Trends in our market
Financial performance
Environmental, Social & Governance (ESG) report
Our Section 172 statement
Risk and risk management
Non-financial information statement
2
4
6
9
10
12
16
17
25
28
30
54
57
60
Corporate governance
Board of directors
Corporate governance report
ESG committee report
TCFD report
Remuneration committee report
Audit, risk and AIM rules compliance committee report
Directors report
Statement on directors responsibility
Financial statements
Independent auditor’s report
Consolidated income statement
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Company statement of financial position
Company statement of changes in equity
Company statement of cash flow
Notes to the consolidated financial statements
Directors, secretary and advisers
62
66
72
74
78
83
85
87
90
99
100
102
103
105
107
108
110
IBC
TPXimpact Holdings plc | 1
LETTER TO SHAREHOLDERS
Björn Conway | Chief Executive Officer
“Helping some of the
largest organisations
in the UK deliver their
digital transformation
journeys”
I am pleased to share our
annual report for FY23, and
what marks a new chapter for
TPXimpact.
Reimagining service delivery, increasing
engagement and improving access and beneficial
use of information has never been more important,
and TPXimpact is uniquely positioned to help
solve the most valuable, critical, and complex
challenges.
The team at TPXimpact has consistently delivered
magnificent results for our clients – engaging citizens at
the very genesis of new policy; improving usability and
engagement through user-centred design; increasing open
access to information; and helping some of the largest
organisations in the UK deliver their digital transformation
journeys.
All this was achieved with the true TPXimpact ethos,
empathy, and sense of purpose that runs through the
core of our business and is enshrined in our new values of
Purpose, Accountability, Craft and Togetherness.
Our client’s needs and team’s passion in meeting them,
provided a ready foundation to our new vision of ‘A world
enriched by people-powered transformation’ and its
realisation through our 3-year strategy that begins with
‘Balancing Purpose and Commercial Focus’ to build a
sustainable business whilst delivering for people, places,
and the planet.
2 |
Strategic Report
Corporate Governance
Financial Statements
£115m
21.1%
84%*
New business
wins
Like-for-like
headcount growth
Staff retention
rate
We already bring together expertise from across our business
and use our depth and scale to win and deliver critical multi
£m, multi-year contracts. Our 3-year strategy makes this easier
and more efficient, as we continue to support our teams by
simplifying the business, improving operations, and reducing
internal friction.
The last year has been a challenging one for all TPXimpact
stakeholders and led to us having to recalibrate our financial
objectives. Despite the challenges, our teams maintained
their focus on our clients, and we jointly believe that we are
building a good, balanced, business that will positively impact all
stakeholders.
I would like to thank our members, shareholders and
communities for their continued support and I hope that the
pages that follow provide a clear picture of what we have
achieved, the future potential within TPXimpact, and our route
map to deliver it.
Best wishes,
Björn Conway
Chief Executive Officer, TPXimpact
* based on Q4, annualised
£126k
Environmental
investment
876
Careers
kick-started
14%
Gender pay gap
(median)(FY22: 20%)
TPXimpact Holdings plc | 3
Financial StatementsStrategic ReportCorporate Governance OUR INVESTMENT CASE
Luke Murphy | Head of Investor Relations
We have an ambitious plan for progressive and
predictable growth and profitability, built upon our
commitment to People, Places and the Planet.
1.
2.
3.
We operate in an
attractive and
growing market
TPXimpact is well-positioned to address the significant market opportunity presented
by the UK digital transformation market, expected to grow at a CAGR of over 22.2%
from 2022 to 20301. Focusing on transforming services and experiences through user
centred design, digital adoption and implementation, TPXimpact can help businesses
leverage cloud computing and data analytics to enhance their operations and
contribute to the growth of the UK economy.
With deep
relationships
across the public,
private and third
sectors
With the potential
to deliver strong
and progressive
financial
performance,
whilst
maintaining our
commitment to
wider social values
• UK digital technology: potential market growth to £413bn by 20302
• UK Software and IT Service Market: £77.9bn by 20253
At TPXimpact, we specialise in helping our clients through their digital transformation
journey. We are proud to deliver high-quality solutions that enhance services,
experiences, and outcomes, which is why we are increasingly recognized as a leading
alternative digital transformation provider in the UK public services sector.
Our expertise and commitment to quality have earned us the trust of a diverse range
of clients, including the Department for Levelling Up, Housing and Communities, His
Majesty’s Land Registry, Department for Education, Digital Health and Care Wales, East
Sussex County Council, Breast Cancer Now and HSBC.
We take pride in our diverse client base, with over 72% of revenues coming from the
public services sector and the remaining 28% from the commercial sector.
Our team is made up of passionate individuals who care deeply about the work we do
and the positive impact we make on society and the world. We are always eager to help
new clients create positive, sustainable change.
New business wins have accelerated significantly over the last year, demonstrating the
increasing strength and breadth in our client proposition. The size of contracts we are
winning shows the trust our clients have in our ability to deliver complex and multi-
faceted programmes of change.
This solid foundation will drive significant organic revenue growth in both the short and
long-term, with a target of 15-20% in the current financial year.
We are committed to converting this impressive revenue growth to a corresponding
improvement in profitability and margins, targeting double-digit Adjusted EBITDA
margins by FY26. Through a focus on improved performance management systems
and operational efficiencies, we believe these levels of margin are achievable and
sustainable.
Overall, our refreshed strategy underpins our immediate priorities and longer-term
objectives: leveraging technology and the talent in the business to drive growth and
truly deliver value to our clients, whilst maintaining our commitment to People, Places
and the Planet.
1. U.K. Digital Transformation Market Size, Share & Trends Analysis Report By Solution, By Service, By Deployment, By Enterprise Size, By End-use,
And Segment Forecasts, 2023 - 2030
2. Unlocking the UK’s Digital Ambitions, AWS, PublicFirst 2022
3. Market outlook update: Trends and forecasts 2022 -2025, TechMarketView
4 |
Strategic Report
Corporate Governance
Financial Statements
4.
5.
We take pride in
our diverse and
growing employee
population
Our commitment to a diverse and growing employee population is a reflection of our
belief in the power of people to drive transformation. We take pride in the diversity
of our workforce with 50% represented by women and 19% from minority ethnic
backgrounds.
Who are focused
on delivering for
all stakeholders
Our team consists of around 800 permanent employees and a further 300 associates
who are the driving force behind our people-powered transformation mission. We
believe that our commitment to diversity and inclusivity not only strengthens our team,
but also enables us to better serve our clients and deliver innovative solutions that
drive growth and progress.
As a company, we are committed to delivering value to all our stakeholders. We
recognise that our success is intrinsically linked to the well-being and prosperity of
the people, places, and planet we serve. We strive to create an inclusive and diverse
work environment that empowers our people to drive people-powered transformation
and innovation. We work closely with our partners to deliver sustainable solutions
that promote economic growth and social development. Our customer-centric
approach ensures that we deliver exceptional experiences that meet and exceed their
expectations. Finally, we are dedicated to creating long-term value for our shareholders
by pursuing a responsible and sustainable growth strategy that delivers strong financial
performance while also creating a positive impact on society and the environment.
TPXimpact Holdings plc | 5
Financial StatementsStrategic ReportCorporate Governance
OUR STORY
TPXimpact was born from the idea that organisations, experiences
and services can and should be better – not tomorrow, but today.
We’re guided by a belief that by combining human-centred design with
the building blocks of technology, data and experience, we can deliver
sustainable solutions that enable people, places and the planet to thrive.
Hub location
Local presence
We are a company immersed in
the new digital landscape, we’re
here to help organisations adapt
and respond. We’re questioning
assumptions and finding new
ways forward, reimagining
services that are ready to face
the future and always pushing for
better.
We have vast experience and
heritage, bringing together highly
skilled people from a number
of progressive businesses
with expertise in design, data,
experience and technology. These
great minds enable us to deliver
world-leading services that drive
real change.
6 |
Strategic Report
Corporate Governance
Financial Statements
OUR REACH IS GROWING
Our team is made up of 1100+ permanent staff and associates.
We believe in a hybrid approach, using regional hubs and remote working between our teams and with our
clients. This helps us ensure the continuity of our services and allows our people the flexibility to choose the
right environment for them.
We have regional hubs across London, Manchester, Bristol, Cardiff, and Chesterfield and co-working hubs in
Leeds, Newcastle, Edinburgh and Swansea, as well as additional operations in the Nordics and Bulgaria. We
are especially excited by our stunning new London office at the Hickman Building in Whitechapel, which we
relocated to in July 2023.
OUR EXPERTISE
Working in partnership to deliver impactful work.
Our vision is a world enriched by people-powered digital transformation, building a future where
organisations improve lives in an equitable and responsible way. Past and present we work with hundreds
of public, private and third sector organisations to support and deliver complex products, projects and
programmes.
We have a diverse portfolio of clients and causes, from start ups to global organisations.
TPXimpact Holdings plc | 7
Financial StatementsStrategic ReportCorporate Governance OUR STORY continued
OUR SERVICES
Our rich heritage in digital transformation means we are
able to provide capabilities across the whole ecosystem.
DESIGN
DATA
EXPERIENCE
TECHNOLOGY
We help our clients
apply design thinking
to understand their
problems and their
users’ needs so they
can find the best
way forward. Solve
specific challenges and
discover opportunities
to transform their
organisation across
strategy, structure,
services, and ways of
working.
We make data easy
to find, access, and
use, harnessing
the power of AI,
data modeling, and
visualisation so they
can make predictions
and smarter business
decisions. We’ll
help them build a
data culture in their
organisation that’s
sustainable, ethical,
governed, and secure.
Experience is
everything. We’ll help
them connect with
their audiences across
digital platforms so
their brand gets the
attention it deserves.
Improve customer
loyalty and conversion
rates through
engaging, personalised
digital journeys with
measurable results.
Our clients rely on us
to help them build the
high-quality, scalable
systems and services
that underpin their
organisation. We’ll
support them to
transform their
operations through
the latest approaches
in cloud, automation,
and engineering
standards so they’re
ready for the future.
OUR VISION AND PURPOSE
VISION
PURPOSE
HOW
A world enriched by
people-powered digital
transformation.
We’ll build a future where
organisations improve lives
in an equitable and
responsible way.
Delivering positive impact
together.
We positively challenge,
connect and enable our
clients’ organisations to
deliver greater outcomes for
people, places and the planet.
Making change happen by…
• Building ambition,
reimagining services and
experiences to activate
change.
• Getting to the heart of user
need to deliver compelling
products, services and
experiences.
• Applying great minds and
creativity to solve complex
problems.
• Using the best design,
technologies and data to
power better outcomes.
8 |
Strategic Report
Corporate Governance
Financial Statements
CASE STUDIES
Co-designing Teacher
Identity with the
Department For Education
Providing a business
continuity solution for
111 out of hours
Client: Department for Education
Client: Digital Health and Care Wales
Challenge:
Challenge:
The Department for Education (DfE) lacked an accurate
database of UK teachers, hindering their support and
employers' access to employment histories. We partnered
with DfE to create a reliable system to store and manage
teacher data, improving services and user experience in
education.
The 111 Out of Hours (111 OOH) GP service in Wales faced a
major challenge when a cyber attack shut down the Adastra
system, impacting around 1,000 NHS staff and requiring
manual business continuity procedures.
Solution:
Solution:
We collaborated with DfE to explore the creation of
Teacher Identity profiles, including unique identifiers like
Teacher Reference Numbers (TRN), to address the lack of
cohesive identity in education. We’ve built the services to
link the existing database to new services and now we’re
transforming how DfE manages that data.
Digital Health and Care Wales (DHCW) approached our
M365 Centre of Excellence (CoE) to develop a temporary
solution. We rapidly prototyped an intuitive user interface
integrated with the M365 Power Platform, including PowerBI
reporting, automation tools, and integration with the Welsh
Demographic Service. The solution was expanded to all
Health Boards, with a training programme and ongoing
support.
Impact:
Impact:
Our collaborative work with DfE revealed 12 areas where
Teacher ID could streamline administrative processes
and enhance DfE services. We tested scalability in Claim
and Teaching Vacancies Service, proposing automation
to expedite payments, simplify applications, and provide
reliable data to schools.
Additionally, we developed "Find a lost TRN" to alleviate
email requests and enhance administrative efficiency.
Implementing Teacher ID will now reduce costs, improve
user experience, and benefit both educators and employers.
The all-Wales solution provided case visibility, reducing
misassignment and lost cases. Integration with the Welsh
Demographic Service improved data consistency, with over
90% of cases using NHS numbers.
The Power Platform ensured continuity of care with a single
file record for each case. Despite the tight timeline, the
solution was successfully rolled out nationwide within a
week, ensuring uninterrupted service.
TPXimpact Holdings plc | 9
Financial StatementsStrategic ReportCorporate Governance CHAIRMAN’S STATEMENT
Mark Smith | Chairman
Overview
FY23 has been a year of considerable
change for TPXimpact in which the
Group faced a combination of market
issues and significant operational
challenges as part of its integration
project. The Board introduced a new
management team in Björn Conway
as Chief Executive Officer and Steve
Winters as Chief Financial Officer to
continue the good work of our co-
founders, Neal Gandhi and Oliver Rigby.
I would like to reiterate my thanks to Neal and Olly
for the exceptional leadership they showed in
setting out their vision for TPXimpact to achieve
its full potential through brand consolidation,
and for their recognition in stepping down that a
different type of leadership was required to take
the Group forward.
10 |
Since my update on the HY23 interim results in November
2022, the focus for the Group has been navigating these
internal operational challenges as we continue our
process of consolidating under one brand. Nevertheless,
TPXimpact’s core go-to-market proposition is unchanged,
with our teams continuing to deliver innovative end-to-
end digital transformation across our four business units:
Consultancy, Digital Experience (DX), Data & Insight and
International.
I am delighted with the way Björn and Steve have quickly
embedded themselves within the heart of the organisation
and have set about identifying those processes to help
optimise our transition to one brand, as well as engaging
with our teams across the Group. Following a tough first
half which was significantly impacted by the scale of our
consolidation project, and with trading below expectations
into Q3, we were pleased to deliver a Q4 performance above
our revised expectations, including a record number of new
business wins and the signature of two significant contracts
with two central government departments.
The Group continues to improve the efficiency of
communication between our teams and systems. The Board
remains convinced that this strategy to bring together our
Group businesses under one unified brand is the correct
and necessary decision, enabling TPXimpact to optimise its
efficiency and support long-term and scalable growth.
It has been a particularly challenging year for the Group,
and I would like to thank all our stakeholders – from our
customers, our valued employees, and our shareholders –
for their continued support throughout the year.
Market dynamics
Through its strong relationships across multiple sectors
and extensive expertise in digital transformation services,
TPXimpact is well-positioned in an attractive and rapidly
expanding market.
More than ever across the public sector there is a need for
organisations of all sizes to communicate more effectively
and achieve efficiency savings. Across this complex and
vast landscape, digital transformation services are poised
to replace heritage and legacy systems. Equally, for those
organisations in the commercial sector, there remains
an ongoing need to drive efficiencies and maintain a
competitive edge over their peers. The Group will seek
to maintain a healthily diversified balance of work across
Central Government, Local Government, Health, Charitable
and Commercial sectors.
Strategic Report
Corporate Governance
Financial Statements
Our purpose
Despite the considerable change the Group has undergone
operationally, at its core TPXimpact remains a purpose-led
organisation committed to delivering a net benefit to the
people, places and wider planet in which we operate. This
sense of purpose is reflected in the values of the Group and
through our colleagues, who care deeply about the need to
accelerate positive change across society.
As part of our vision to support the next generation
of talent, we are pleased to continue working with our
fantastic charity partners; Apps for Good, Arkwright
Scholars, In2Science and Telerik Academy. Each of these
partnerships, alongside our own flagship Future Leaders
programme have been supporting young people from
diverse and underrepresented backgrounds to obtain the
skills and support they need to be successful in the tech
industry. This year our programmes reached over 870
beneficiaries.
Corporate governance
Throughout the challenges of FY23 we have maintained
continuity as a Board. Neal Gandhi, founder and former
CEO, joined the Board in a non-executive capacity and
Oliver Rigby, founder and former CFO, provided transitional
support and continues to support the ESG committee.
The Board of TPXimpact is committed to enhancing the
governance of the organisation on an ongoing basis. We
diligently monitor market conditions and regularly evaluate
the key risks that affect the Group, while being mindful
of the broader challenges faced by our end markets and
stakeholders.
We deeply appreciate the trust and support of our
shareholders, as we strive to create long-term value for
them through purpose-driven initiatives. Ensuring that
our shareholders are well-informed and actively involved
is of utmost importance to us. Therefore, we prioritise
regular updates and aim to enhance transparency in all our
corporate communications.
People
The collective effort and commitment of all our colleagues
throughout the year has been instrumental in navigating
the challenges we faced, and I extend my gratitude to every
member of our team for their support.
The new vision and strategy for the business has helped
to re-engage employees and we are pleased to see the
emphasis that the new management team has placed
on open and transparent communication. The wider
organisation has crowdsourced a new set of values to
guide decision-making and behaviours in a more integrated
Group.
Employee retention improved throughout FY23. The
12 month run-rate based on Q423 was 84% and this
improvement has continued into Q124. We are pleased
to see the positive response and level of applicants for
the new roles we have created within TPXimpact as the
business grows to deliver the significant new contracts won
in the latter part of FY23 and post-period.
We are pleased to report that our continued focus on
Diversity & Inclusion has seen progression during the period
with our minority representation at a senior level increasing
from 8% to 11%. We are pleased with the progress made and
will continue to make TPXimpact a diverse and inclusive
workplace for all employees.
Alongside the enhancement of diversity and inclusion in
senior representation, we have achieved a reduction in both
our gender pay gap and median ethnicity pay gap over the
past year. Although there is more progress to be made in
closing these gaps, our mean gender gap currently stands
at 15%, aligning closely with the UK average for all employees
in 2022 (14.9%).
We track employee satisfaction through regular pulse
surveys and promptly address any areas for improvement.
Looking ahead
We are seeing the benefits of our broadened range of
services coming through, enabling us to capitalise on the
significant market opportunity available as the ongoing
investment in digital transformation across both the public
and commercial sectors continues.
Increased demand for our services is already being
seen through the record post-period contract wins with
the Department for Education and His Majesty’s Land
Registry, highlighting the value placed in our offering and
the opportunity available as we increase efficiencies and
operate as a unified brand.
As we continue to progress against our strategy, we are
confident that we have the right team in place to achieve
sustainable growth in an expanding market and build on the
momentum seen so far in FY24.
Mark Smith
Chairman, TPXimpact
TPXimpact Holdings plc | 11
Financial StatementsStrategic ReportCorporate Governance CEO STATEMENT
Björn Conway | Chief Executive Officer
After a challenging
year, the Group now
has a clear strategy
and three-year plan
to build on the already
strong foundations
of successful client
delivery and new
business wins.
12 |
TPXimpact started FY23 with a plan to achieve strong top-
line growth in the medium to long-term through an internal
change programme to unify its component businesses
under a single brand.
As reported in the September 2022 trading update, several
challenges became evident as the change programme
proceeded and our markets were disturbed by national
events and an uncertain political landscape. As a result,
our forecasts for the full year were revised. These forecasts
were revised again in January 2023.
I am pleased to report that the business achieved the
revised forecast with a strong order backlog of over £80m
into FY24. This was on the back of a good Q4 performance
by the business unit management teams and is a strong
basis on which to build improved business performance in
FY24 and beyond.
The teams at TPXimpact deliver amazing work for our
clients, despite the business itself still requiring significant
investment and development to better support our
teams as they deliver good, predictable, outcomes for
our stakeholders. The key challenge is to improve revenue
conversion through to profit.
We have established a three-year strategy and plan to
enhance appropriate governance, processes, systems,
and inspiring leadership at all levels within the business
to improve ways of working and, therefore, efficiency and
profitability.
I am pleased with the progress the Group has made to date.
We remain confident in the medium to long-term prospects
for TPXimpact as we continue to appropriately integrate
and streamline our businesses to deliver our services more
efficiently to our clients – the organisations that underpin
our society - and deliver sustainable change and tangible
positive impact.
Strategic Report
Corporate Governance
Financial Statements
Demand for TPXimpact’s differentiated
service offering brings strong future
growth opportunities
The market for TPXimpact’s services and differentiated
proposition remains strong. In combination with a more
stable internal environment for our teams, this resulted in
£115m of new business wins in FY23 and a good start to FY24
with over £90m of new business wins in the first quarter.
Operating under a single brand, TPXimpact has the scale
to assist clients with large and strategically important
programmes as well as offering the intimacy and
adaptability to work alongside clients to improve their
engagement with citizens, customers, and donors. We
work right across the spectrum from early community
and customer engagement, through service design and
into delivery, and have the expertise and capability to
deliver hybrid cloud solutions and support complex legacy
platforms alongside our sector rich consulting capabilities.
In Central Government, we continue to see a substantial
shift towards digital transformation to streamline and
optimise service experiences and leverage Government
data. Combined with the increasing use of Digital
Marketplace frameworks enabling TPXimpact to compete
directly with traditional large-scale suppliers this provides
a growing market for our valuable services. The potential
of our Central Government business and increasing client
confidence in TPXimpact is evidenced by the growing
scale of our contract wins, from low single digit millions at
the start of FY23, to multi-year and tens of millions at the
beginning of FY24.
Our Local Government clients look to TPXimpact to help
them be future-ready and sustainable - whether that
is accelerating the adoption of technology and digital
solutions, addressing net zero targets, or improving financial
resilience by helping to re-think long-term planning
approaches, identify savings and develop flexible delivery
models. Our work is led by data and insight and we are
proactive in collaborating to tackle the most complex client
challenges. We have invested in our local Government client
facing teams to improve access to our services and support
growth.
In Health and Social Care, FY23 was dominated by the
merger of NHS Digital, NHSx and Health Education England
into NHS England. This diverted attention from delivery
and in conjunction with increased scrutiny of the move
towards Integrated Care Systems (ICSs) reduced the
opportunities available for us to assist our clients. We used
this period to diversify our business into frontline trusts
and bring a wider range of capabilities to bear from across
TPXimpact to support a more design-led approach to
service transformation – a core, distinctive capability for
TPXimpact. We see Health and Social Care as an exciting
growth area over the next few years.
Our work with NHS Wales, delivered through our RedCortex
business, continued to be very strong during FY23 due
to our long track record and deep relationships. We
won additional contracts and a place on a new digital
transformation framework as TPXimpact. We have seen
some softness in spend at the start of FY24 but expect
normal spending patterns to resume in the second half of
the year.
In our Commercial sector, we see clients continue to
prioritise operational efficiencies leading to a rise in
demand for hybrid cloud solutions and a growing interest in
Artificial Intelligence (AI) driven by media coverage of tools
like ChatGPT. In FY23, we experienced strong demand from
existing clients to develop solutions for resilient, scalable,
and secure cloud architectures and for business intelligence
expertise to enable them to make the best use of their data.
As we move into FY24, we are bolstering our commercial
client teams as we look to deploy our experience and
expertise with new clients.
Our fundraising, not for profit, and membership and visits
clients are the cornerstone of our Digital Experience (DX)
business. FY23 saw charities face challenging economic
times with their audiences feeling the impact of cost-
of-living pressures and a reduction in donor numbers.
TPXimpact supports clients to provide exceptional
experiences and utilises insights from data to inform
audience needs and behaviours to optimise engagement.
Similarly in the memberships and visits sector, member
engagement and meaningful connections help organisations
differentiate themselves, and our deep understanding of
their member communities and needs, enables us to co-
develop engaging on-line experiences supported by our
digital tools.
Strong delivery and growing client confidence across our
customer sectors is evidenced by increased engagement
sizes and backlog.
We aim to provide tailored, insight and craft led, high-value
work with, and for, our clients at a fair price that balances
our desire to deliver purposeful work within a commercially
sustainable business model.
TPXimpact Holdings plc | 13
Financial StatementsStrategic ReportCorporate Governance CEO STATEMENT continued
Our new strategy underpins our continuing
client success and will simplify and improve
the business
Our vision of the future is of a world enriched by what we
call “People-powered digital transformation” where, with
our help, organisations improve lives in an equitable and
responsible way.
The main strategic effort is to provide our already
successful client-facing teams with efficient and effective
support by removing points of friction in our business and
improving our conversion of revenue to EBITDA. Our aim is
to achieve 10-12% Adjusted EBITDA margins within 3 years.
Working effectively across its business units, TPXimpact
draws together a unique blend of specialist capabilities
to help clients transform and harness the best of digital
technologies. This approach and the teams and capabilities
that lie behind it are very much in demand with clients
seeking better ways to engage with their customers, and to
do so in a more cost-effective way.
The Change programme of early 2022 and subsequent
Peak and Swirrl acquisitions has left the business operating
through 7 units:
• The Consulting business unit
• The DX (Digital Experience) business unit
• The Data & Insights business unit, formed of the recently
acquired Peak and Swirrl businesses
• RedCortex
• KITS (Keep IT Simple)
• Questers
• TPXimpact Norway
14 |
Integration within business units was partially complete
at the end of H1 FY23 and much of the work of the last few
months has been bringing teams within these business units
together.
During the latter part of FY23 we undertook a number of
initiatives to improve the business:
• implemented formal performance reporting and reviews
underpinned by budgets and business plans owned by
Group businesses
• improved the forward looking data and information
available to business leaders from our existing systems
• established an Operational Board to coordinate change
and improve underlying processes and systems
• recruited a new Chief People Officer at the end of Q3
to improve recruitment, ensure our team member
proposition is strong, equitable, and aligned with our
values, and reinvigorate our Employee Representative
Groups
• increased employee engagement through greater
transparency and access to senior management. As CEO,
I communicate to staff most weeks through a short video
and members of the senior leadership team chair our
Employee Forum by rotation
• identified a new London HQ building to co-locate our
teams and rationalise our footprint. We also improved our
Chesterfield and Manchester hub facilities
• commenced a market based pay project to start to
tackle inequalities inherent in a business formed of many
acquisitions
To achieve our vision and improve business operations we
have developed a three-year plan:
Year 1: focus and balance – establish the Consulting
business as a scalable platform and complete the
integration of three smaller agencies as the Digital
Experience business.
Year 2: form and integrate – bring the Data & Insights,
RedCortex and KITS businesses onto the Consulting
platform as an integrated Digital Transformation business.
Year 3: grow and differentiate – as a simpler, more coherent,
and operationally mature business, accelerate our growth
and purpose-led differentiation.
Strategic Report
Corporate Governance
Financial Statements
This staged approach is designed to further unify the
unique capabilities of TPXimpact under a single brand,
increase efficiencies, and capitalise on the increasing
market opportunity. It also enables TPXimpact to become
a platform for future growth options, both organic and
through acquisition.
As we move through the latter part of FY24 and into
FY25, and the work to simplify and improve the business
progresses, we expect the Group to deliver stronger and
more predictable performance.
Underpinning our vision and strategy we have developed
a set of values that help guide all team members in
the decisions they make day-to-day with clients and
colleagues. The way our values show up in our work was
crowdsourced from TPXimpact team members and
collectively are our ‘PACT’:
Purpose – positive change with measurable impact
Accountability – self organisation and accountability
Craft – bringing our best capabilities to bear through a
shared vision of excellence
Togetherness – long lasting relationships built on honesty,
openness, and trust
Our purpose in action (ESG)
TPXimpact has been formed on a solid foundation of
shared values. Our people, our clients and our investors
are attracted to us because of this commitment to social
responsibility. Our shared belief that the business that we
are building is a good one, that will positively impact all
stakeholders, has been invaluable through a challenging
period of change.
This year we have seen a huge acceleration in social value
commitments being embedded into our client contracts,
bringing our commercial and ESG work closer than ever
before. A key tenet of our work over the next year is better
integration and balancing our purpose with commercial
outcomes.
We continue to set ambitious targets that ensure
our business operations are positively impacting all
stakeholders; investing in innovative carbon measurement,
reduction and removal programmes, ensuring that we
are inclusive by design at every stage of the employee
lifecycle and supporting our communities where possible
with time, skills, funding and opportunities. We fulfilled our
commitments to fully offset our historical CO2 emissions,
ran a successful Future Leaders programme and donated
over 2,500 hours through volunteering programmes.
This year, as we prepare for B Corp certification, we
have formalised our commitment to all stakeholders by
amending our legal Articles of Association. These now
enshrine our purpose-led approach into the legal structure
of the business. As ever, we are committed to complete
transparency when it comes to our ESG performance and
we have made excellent progress this year across people,
places and planet.
Future opportunities
Our current trading performance is encouraging, but
there is still work to do to improve margin conversion and
predictability.
As we progress against our strategy and improve the
operational structure of the Company, we are putting in
place the necessary measures to ensure TPXimpact will see
growth driven by increasing demand for our services within
the market. I am proud of how our people have faced the
challenges during the period and I have every confidence
that we are developing a strong team to achieve sustainable
growth in the future.
Investment in digital transformation is continuing to grow
at pace in the public and commercial sectors and it has
become clear that this is now a necessity for all modern
businesses. TPXimpact has the right portfolio of service
offerings to capitalise on the growing market demand
for digital transformation and we have confidence in the
prospects for the Group moving forward.
Post-period we were pleased to announce two digital
transformation contracts with the Department for
Education and His Majesty’s Land Registry that will deliver
a cumulative value of up to £77m over a four-year period.
The successful execution of these contracts, which reflect
the capabilities we now possess through our consolidated
service offering, represent the increasing momentum for
the Group as we take on larger contracts and give the Board
confidence in the Group’s medium to long-term prospects.
Through our vision of a ‘world empowered by digital
transformation’ and our strategy to simplify, streamline,
and balance our purpose and commercial outcomes, we
will build a scalable, coherent and differentiated business
capable of sustaining 10-15% CAGR revenue growth and
10-12% Adjusted EBITDA margin whilst delivering great
outcomes for our clients, people, places and the planet.
Björn Conway
Chief Executive Officer, TPXimpact
TPXimpact Holdings plc | 15
Financial StatementsStrategic ReportCorporate Governance VISION FOR THE FUTURE
People-powered
TRANSFORMATION
TPXimpact will be an integrated, focused
and high performing purpose-driven digital
transformation business.
Our clients will benefit from a coherent and differentiated
end-to-end transformation offer, delivered through an
efficient professional services operating model.
The business will become simpler, more coherent and
operationally mature. This clarity will enable TPXimpact to
become a platform for future growth options, both organic
and through acquisitions.
This vision represents the practical fulfilment of the original
founding mission of The Panoply from 2018: to become the
purpose-driven alternative to the 20th century monolithic
providers in digital transformation.
We are building a platform for an integrated transformation business.
Our three year plan outlines how we will deliver our mission and make it a reality.
FOCUS & BALANCE
FORM & INTEGRATION
GROW & DIFFERENTIATE
• More commercially balanced
decision-making
•
•
Improve margin & commercial
performance
Implement new systems
to improve performance
management
• Balance purpose and
commercial focus better
• Grow strategic accounts and
cross-sales
• Further integration when
stability allows
•
Integrate complementary
businesses into the digital
transformation platform
• Organic growth in Digital
Experience
• Drive our people strategy
to embed performance,
commercial focus, and
purpose
• Accelerate growth primarily
through digital transformation
business, but also in digital
experience agency
• Complementary in-fill
acquisitions
• Winning and delivering larger/
more impactful programmes
of work
• Purpose as the heart of our
business not an ESG add-on
• Broaden footprint to “end-to-
end” engagements
•
Improved management
performance information
• Purpose as our differentiator
because it’s who we are
• 10-15% CAGR FY23 - FY26 and
Adj EBITDA margin target of
10-12% in FY26
FY24
FY25
FY26
16 |
OUR BUSINESS MODEL
Our key strengths
What we do
How we add value
The value we create
Digital transformation
expertise
TPXimpact offers end-to-
end digital transformation
services, including user-
centred design, product
management, software
development, and DevOps.
We have expertise across
various industries and
sectors, including public
and private sectors.
Focus on customer needs We focus on providing
digital transformation
services that are designed
to meet the unique needs
of our customers. Our
approach is centred around
understanding user needs
and customer satisfaction.
TPXimpact adds value
by helping clients to
modernise their digital
infrastructure and
processes, streamline
workflows, and enhance
customer experiences. We
also help clients to identify
new business opportunities
and increase operational
efficiency.
We add value by
understanding customer
needs and providing
customised solutions
that improve their digital
transformation processes.
The company’s approach
ensures that solutions
are designed from a user-
centric perspective and
that customers receive a
high-quality experience.
This focus on customer
needs also means that
TPXimpact is more likely to
retain customers and build
long-term relationships.
TPXimpact creates value by
delivering innovative and
effective digital solutions
that help clients to improve
their business operations,
customer engagement, and
revenue growth.
TPXimpact creates value
by delivering high-quality,
customized digital solutions
that meet the unique
needs of its customers.
By prioritising user
needs and satisfaction,
TPXimpact helps customers
achieve their goals and
improves their efficiency
and effectiveness. This
approach also results
in increased customer
satisfaction and retention,
which in turn can generate
positive word-of-mouth
recommendations and
referrals.
Strong track record
TPXimpact has a strong
track record of delivering
successful digital
transformation projects
for clients across various
industries and sectors.
TPXimpact adds value by
leveraging its experience
and expertise to develop
customised solutions that
meet the unique needs
of each client. They also
provide ongoing support
and maintenance to ensure
continued success.
TPXimpact creates value by
delivering digital solutions
that are tailored to each
client’s specific needs and
goals. By providing ongoing
support, they help clients
to maximise the value of
their investment in digital
transformation.
TPXimpact Holdings plc | 17
Financial StatementsStrategic ReportCorporate Governance OUR BUSINESS MODEL continued
Our key strengths
What we do
How we add value
The value we create
Commitment to
sustainability
TPXimpact is carbon
neutral. We’re
committed to measuring,
understanding, reducing
and removing our effect
on the planet, through
combatting our emissions,
and supporting our
employees in climate
action.
By prioritising sustainability,
TPXimpact is able to
differentiate itself from
competitors and appeal
to customers who
value environmentally
responsible businesses.
The company’s
commitment to
sustainability also helps it
attract and retain talented
employees who are
passionate about creating
a positive impact in the
world.
People-powered
transformation
TPXimpact focuses on
creating a people-centric
culture that empowers
its employees to drive
innovation and deliver value
for clients.
TPXimpact adds value
by fostering a culture of
innovation and creativity
that empowers employees
to develop and implement
cutting-edge digital
solutions. They also
prioritise employee well-
being and professional
development to ensure a
motivated and engaged
workforce.
By prioritising sustainability,
TPXimpact creates value in
several ways. First, it helps
to reduce the company’s
environmental impact,
which is increasingly
important to customers,
employees, and investors
alike. Second, it can
help to reduce costs
associated with resource
consumption and waste,
leading to greater efficiency
and profitability. Third,
it can help to build a
positive reputation for
the company, attracting
customers who share
its values and improving
employee morale. Finally,
by taking a leadership role
in sustainability, TPXimpact
can drive positive change
throughout the industry
and contribute to a more
sustainable future for all.
TPXimpact creates value by
delivering digital solutions
that are developed and
implemented by a highly
skilled and motivated
workforce. By prioritising
employee well-being and
professional development,
they ensure that employees
are equipped to deliver
exceptional value for clients.
18 |
Strategic Report
Corporate Governance
Financial Statements
CONSULTING
INTRODUCTION
About Jen Byrne | MD - Consulting
Jen joined TPXimpact five years ago, initially to lead our
Transformation work with Essex County Council; then becoming
Delivery Director and Deputy Chief Executive of FutureGov,
before the integration in 2021. She became Managing Director of
Consulting in Autumn 2022.
Prior to TPXimpact, Jen’s 20+ year career spans strategy, business
development and social impact: designing new commercial
structures to support multi-million pound investment in alternative
delivery models for major pieces of public sector reform, including
alternative education provision and public sector mutuals. She
co-founded a successful social design consultancy; headed up
Business Development functions for the UK’s first public-private-
voluntary partnership; and as Strategic Development Director for
a £250m public service delivery organisation, trebled divisional
turnover in her first year.
Business review
Our Consulting team delivers improved social and
organisational outcomes for clients across a spectrum of
sectors and problem spaces. In the past year, we’ve worked
with 91 clients to deliver 214 projects in the UK, Middle East
and North Africa.
We provide and deploy multi-disciplinary teams to work
within the client context, combining agile delivery and
product management to deliver at pace, whilst balancing
deep user insight to imagine, design, test and implement
new and improved products and services. Those multi-
disciplinary teams allow us to explore and design within
and for complex problem spaces and systems, and with a
laser sharp focus on sustainability and impact, it means we
deliver digital solutions which are resilient, future-ready, and
more equitable.
We bring together one of the UK’s largest user-centred
design teams with; a tech and engineering function
covering cloud, architecture, software and consultancy, our
transformation and change practice, delivery and product
management, and our community and political engagement
experts.
Together; we provide full DDaT (digital, data and technology)
capabilities across the whole digital lifecycle: working to
Government service standards from discovery through to
alpha, beta and live service. That means our design, change
and engineering teams working alongside our clients from
the first identification and exploration of a problem space
through to the design and user testing of new approaches;
refinement, build and implementation.
Through our transformation practice, we work with
organisations facing complex challenges; working with
senior/executive leadership teams to develop new and
alternative visions, strategies, operating models and ways
of working; providing detailed socio-economic investment
models to underpin transformational change initiatives.
That’s particularly valuable in areas like local government,
where Local Authorities are facing deep budgetary
constraints against growing demand pressures.
We offer our clients additional specialist expertise and
flexible ramp up capacity through our partner network: a
highly curated alliance of organisations and associates who
share our values, standards and align to our purpose-driven
ambitions.
We operate predominantly, and not exclusively, with the UK
public sector. 42% of our current portfolio are government
departments and agencies, devolved administrations
and arms-length bodies. Here, we typically deliver DDaT
capability on a blended team basis, working through
blended teams alongside clients to deliver outcomes as
part of a longer term digital strategy or roadmap. These
can be single capability contracts, i.e. with Department
for Education (DfE) where we provide their Design/User
Research specialists, or delivering a programmatic outcome
through the digital lifecycle, as in Department for Levelling
Up, Housing and Communities (DLUHC) where we are
two years into a partnership to design and deliver a new
approach to how individuals, communities and developers
access funding from Government.
TPXimpact Holdings plc | 19
CONSULTING continued
Our work in health and social care is both national and
local: supporting NHS England better understand health
inequality with the NHS Race and Health Observatory; being
the Care Quality Commission’s two year strategic design
partner; or helping an NHS Trust to design their digital
transformation roadmap for the integration of health and
social care.
We work in local areas to develop more inclusive
democratic process through our community engagement
and participation work; running citizen’s assemblies
from Barnet to Blackpool on issues such as the climate
emergency and how local areas can mobilise responses.
That’s alongside major systems implementation programme
support for Councils such as East Sussex and Birmingham -
together ensuring localities have the systems, services and
engagement they need to cope with future challenges.
The year ahead
Our Consulting business will grow by 50% to over 300
people, as we invest in further developing the in-house
expertise to deliver, and expand on, the profile of new
business secured in the latter part of FY23. Those more
recent contract wins (post period end) are comparatively
larger in monetary value, contract duration and scope
(from time bound, single outcome objective engagements
towards longer-term, deeper strategic transformation
partnerships). Notable examples include HM Land
Registry DDaT Delivery Partner (£49m/four years); DfE
Teaching Workforce - Digital Outcomes (£27.5m/two
years). Additionally, we’ve consolidated focus in particular
Departments to supply specific expertise around policy
endeavour, most notably the digital planning reforms
underway in DLUHC, where we’re now delivering DDaT teams
for the Digital Planning Reform (£3.8m); Digital Planning beta
platform (£9m); and Spatial Data Unit (£8m/two years).
To ensure complementary sector coverage, we’ve
introduced new business qualification and conversion
metrics so our portfolio of work is optimally balanced
across geography, sector, specialism, duration and teaming
models. Leveraging the capabilities of our entire TPXimpact
group is a key priority, with sales and growth teams from
sister business units convening around combined sector
and market strategies and customer propositions.
And as part of our ongoing commitment to talent
development, we’ve introduced a new graduate programme
to create better routes into design (our fastest growing
capability, covering service design, content design,
interaction design and design research).
20 |
Strategic Report
Corporate Governance
Financial Statements
DATA AND INSIGHTS
INTRODUCTION
About Andy Ball | MD - Data and Insight
Andy joined TPXimpact in April 2022 through the acquisition of
Peak Indicators. In October 2022 Andy became Managing Director
of the Data & Insights division, created through combining the
Peak Indicators team with Swirrl. The primary focus of D&I is to
enable our customers to find, access and use their data to improve
decision- making.
Throughout Andy’s 25+years in technology consulting his focus has
very much been enabling organisations to drive business value from
their data assets. Initially working as Data Warehousing consultant
at PwC, Andy moved to Siebel Systems Limited as leader of their
European Business Intelligence Competency Centre. Following
the acquisition of Siebel by Oracle Corp, Andy became Practice
Director of Oracle UK’s Business Intelligence consulting practice.
Andy left Oracle in 2008 and co-founded Peak Indicators. Over
the next 15 years Peak grew to be a 45+ person consultancy who
delivered analytics solutions to a broad range of clients in Finance,
Retail and Utilities sectors.
Business review
In April 2022 TPXimpact completed the acquisition of two
data related businesses: Swirrl IT and Peak Indicators. The
focus in FY23 has been to combine these acquisitions
into a single division, Data & Insights (D&I), with the
result that there was a significant amount of change in
operational processes. Successes over the year included
the announcement of a new divisional management team
in July; TUPE processes completing in November; company
name changes in January 2023.
D&I exists to support our customers’ decision-making
processes through the provision of the right data, in the
right format, at the right time to the right person/machines.
And to do this while ensuring that the necessary systems
and processes deployed are robust, scalable, optimal, and
secure.
D&I are very much data experts and technologists who work
with business leaders and subject matter experts to drive
value from their data assets. We provide in-depth skills and
knowledge in 6 core competencies:
Data strategy & governance
We support clients in data architecture, infrastructure and
governance practices, maturity analysis, strategy creation
and execution enabling them to become more data-driven.
Data engineering
Supporting clients to make sense of their data across
multiple data sources. Diving into the details of structuring,
modelling, repeatability, security, and interoperability to
build a robust data infrastructure.
Data analytics and insight
We help our clients understand what their data is
telling them. We do this by bringing data to life through
visualisation, dashboards and digital assistants, enabling
them to make informed decisions.
Data science and artificial intelligence
Using powerful algorithms we will reveal patterns, trends
and connections in our clients’ data that deliver insights,
deepen understanding, inform decisions and power
innovative data solutions.
Cloud engineering and data operations
We provide the necessary skills to build and run the data
platforms and services for clients who do not want the
hassle of doing this themselves. We optimise, govern and
secure their cloud operations, data and infrastructure 24
hours a day, 7 days a week.
Open and linked data
We bring our knowledge of data standards, data platforms
and data ecosystems to help organisations make their data
FAIR (Findable, Accessible, Interoperable and Re-usable).
TPXimpact Holdings plc | 21
DATA AND INSIGHTS continued
The world of data is continually evolving, and this has
been very apparent in recent months with media focus
on ChatGPT and Artificial Intelligence (AI). As a result
organisations and governments need to deepen their
understanding of opportunities and risks with AI and we
are well positioned to enable them. We continue to support
several clients in their data science and AI initiatives, and
it is an area that we are continuing to invest in. We are
strengthening our delivery capabilities through focused
recruitment, further enhancing our relationships with
key technology partners (e.g. Microsoft and its Co-Pilot
offering); and developing consulting propositions that
enable our clients to understand the capabilities of this
emerging technology.
Our focus continues to be to ensure that our current and
future clients have the right technical infrastructure, data
architecture and analytical tools/platforms to enable
progress and make timely and informed decisions.
The year ahead
As data experts we are not limited to any single sector and
have clients in Central and Local Government, the Not for
Profit and Commercial sectors. Currently the Commercial
sector accounts for approximately 60% of our revenue.
However, Central/Local Government is growing quickly,
and we expect that we will see this overtake commercial
in the coming 18 months. In the last 12 months 100% of our
revenues have been from UK based organisations.
For the year end 31 March 2023 D&I delivered like-for-like
revenue growth of well over 30%, and we expect to see
double-digit top-line growth over the next two years.
As a result of this growth the size of our team within D&I
will increase from around 70 in April 2023 to over 90 in
March 2024. Part of this increase is due to our continued
investment in our graduate programme, where we plan
to take on an additional 8 people this year from the
250 applications we have received.
This enables us to deliver on both our commitment to grow
new talent but also improve the diversity of the team. As
well as our graduate intake, we will also be looking to recruit
experienced hires in key growth areas: Data Engineering,
Data Science & AI and Software Engineering.
The graduate programme focuses on developing skills
required to support deployments that utilise partner
technologies, primarily Microsoft, Oracle and the Infor/Birst
Analytics tools. This year we are extending the curriculum
to include software engineering to support our inhouse
developed platforms.
22 |
Strategic Report
Corporate Governance
Financial Statements
DIGITAL EXPERIENCE
INTRODUCTION
About Rebecca Hull | MD - Digital Experience
Rebecca joined TPXimpact in September 2017 as an Executive Team
member leading Delivery and Operations in one of the founding
Digital Agencies. Making a positive impact as COO, Rebecca took
over as CEO of Manifesto and then as Managing Director of the
Digital Experience division in June 2021, where she led the merger
and integration of three digital experience businesses into the
division we see today.
Rebecca’s mission to make ‘business a force for good’ has shaped
her career in defining ways. With over 25 years of experience
designing and delivering large-scale digital and business
transformation programmes, Rebecca has worked extensively
across the financial, commercial and not-for-profit sectors. Through
the leadership and delivery of complex change initiatives, Rebecca
has played a pivotal role in the roll-out of the UK pension auto-
enrolment programme and in helping not-for-profit organisations
harness technology to drive higher revenue and long-term
engagement. Harnessing this experience, Rebecca is passionate
about supporting TPXimpact to build meaningful partnerships in
communities where we can make a tangible contribution. A natural
visionary, Rebecca understands that sustainable change combines
the best of people, creativity, innovation and technology and distils
this as the essence of the TPXimpact Digital Experience strategy.
Business review
Our Digital Experience (DX) business is founded on the
integration of three former digital agency businesses. This
process of merger and integration began in April 2022 and
has resulted in a unified and growing digital experience
sales, strategy and delivery capability. Honouring the
strengths and USPs of the former agencies and expanding
on these to complement and enhance other capabilities
with TPXimpact, our business unit is making a name for itself
across a number of sectors.
Digital Experience has a 3 year vision and plan to become
the leading Definitive Digital Purpose and Impact agency.
Our mission is to craft creative, effective and sustainable
digital experiences that enrich how individuals and
society experience the world. Everything we do is geared
to delivering measurable impacts in these areas and
this is achieved by working in long-term partnerships
with our clients, providing a range of digital experience
transformation services.
DX consist of 135 people, many of whom have been with
the business for 5 years+. A process of restructuring has
taken place in the past 12 months as part of the integration
programme to create space to focus on our key markets.
We pride ourselves on our long-term relationships with
our clients and we work with them to bring collaboration
and challenge in support of their organisational goals
and priorities. Their vision is our vision. We continue to
focus on our heritage sectors which include Not for profit,
membership and visitor attraction organisations, healthcare,
higher education and public sector. Not for profit and
Membership and visitor attraction account for circa 60%
of our client portfolio. Working with organisations such
as Breast Cancer Now, Royal Academy of Arts, Unicef UK,
Zoological Society of London and Historic Environment
Scotland, we help organisations utilise digital to breathe life
into their brands, propositions and communities to drive
higher levels of engagement, conversion and ROI.
We work with clients to help them dream big and move
faster, taking ideas, problem and opportunity statements
into reality, designing experiences that have been
validated by their users through rapid experimentation
and prototyping. Keeping innovation and creativity on
the table as part of the conversation, we help our clients
breakthrough with engaging interfaces that are designed for
diversity and inclusion. We believe it is unacceptable that
most digital platforms are designed in such a way that 1 in 5
can not use them from an accessibility perspective and we
seek to address this. We also make the planet a stakeholder
in every design decision, ensuring we are making a positive
impact in reducing carbon emissions produced from digital
products.
TPXimpact Holdings plc | 23
DIGITAL EXPERIENCE continued
We bring clarity and perspective to our clients’ worlds,
giving them valuable support with their decision-making.
In our sectors, budgets can be under pressure and we act
as a critical friend to help business leaders see the wood
for the trees. We connect the dots, focusing on scalable
ecosystems of digital interaction versus specific channels
or technologies. We find opportunities to help them
reduce waste and join gaps between big strategy and
execution at the customer touch point. We break through
blockers on their behalf, helping them to differentiate,
focus on outcomes and support them to take their own
stakeholders on their change journey.
Our service catalogue is large, delivered by teams of
highly knowledgeable and passionate permanent, UK
based staff. Our design studio is composed of business
designers, strategists, researchers, user experience
(UX) and creative designers, all united by a shared
commitment to a human-centred approach, delivering
services around design for accessibility, diversity and
inclusion, digital sustainability and lean UX. Our creative
teams create truly digital-first brand experiences, using
these to bring brands to life with contemporary and
differentiated interfaces and to create campaigns that
spur action.
We have a digital marketing studio composed of
strategist and channel specialists who are passionate
about delivering measurable growth for clients, achieving
increased volumes of high quality donors, sign-ups
legacies for example. Our audits in this space help drive
smarter decision-making aligned to our client’s goals.
Our software engineering studio has a passion for
the theory and application of technology to enable
organisations to deliver their mission. We are a team of
UK based experts in multiple domains and languages
(including Node, React, .net, PHP and Java). We audit,
recommend, design and implement leading solutions
that provide a fully integrated DX ecosystem including
content management systems (Drupal & Acquia site
development, Umbraco, WordPress and Bloomreach)
as well as DXP, digital asset management systems,
personalisation engines, CDP, marketing automation,
mobile app, MACH web application development services
and support. We are also skilled in helping organisations
recognise and unlock the value in their data offering
services around data analytics, system integration, data
dashboards, visualisation and digital asset management.
24 |
Impact driven
Measuring our impact is at the heart of our all delivery
and we are proud of the statistics we collect around this.
To name just a few, we have worked in partnership to
help ZSL achieve 100% accessibility score, the Disasters
and Emergency Committee (DEC) to deliver a Guinness
world record of raising £62m in one week for their work
in Ukraine and Breast Cancer Now to increase pre-event
sign ups by 54%.
“Working with TPXimpact, from defining
our digital strategic vision, through to
roadmapping and a truly Agile build phase
has been a seamless experience. They have
consistently applied the user-experience
principles we defined, adapted effortlessly
to challenges and been instrumental in
transforming our use of digital to accelerate
our progress toward our organisation
strategic objectives”
David Hunt, Associate Director Digital,
Breast Cancer Now
The year ahead
More than ever, our clients rely on digital to help them be
in a state of readiness for whatever uncertain future comes
next. In an unstable economy, with users affected by an
increase in cost of living, digital can make an enormous
difference to helping organisations pivot their strategy to
swiftly meet changes in demand and opportunity.
These times demand that our clients can move even quicker
than before and we are responding by offering digital
experience accelerator packages that can be scaled to
small or large opportunities. Innovation will always be at the
heart of our thinking, the relentless pursuit of ‘what next?’.
In addition to our existing services, we will focus on working
as an emerging tech advisor to our clients, helping them
navigate and make the right choices between AI, VR, AR and
more. At the same time, we are helping our clients upskill
in progressive product leadership. By monitoring industry
trends, partner activities, and competitor positions, these
insights will guide us in prioritising experience initiatives and
shaping business models of the future.
We love what we do and we care about making a difference
and it shows in the quality of our work and our relationships.
Strategic Report
Corporate Governance
Financial Statements
TRENDS IN OUR MARKET
At TPXimpact, we believe that technology is a critical component
of every industry, from the public to the private to the third
sectors, and can differentiate businesses, save costs, and
improve productivity.
Despite the Software and IT Services market’s growth of 10.2% in 2022 and a forecast
CAGR of 6.6% through 20251, UK organisations, both large and small, public and private,
have faced numerous challenges this year. These include persistent skills shortages,
widespread supply chain problems, and increasing inflationary pressures.
We understand that these times can be unpredictable and challenging for our
clients. Therefore, we offer a partnership that delivers clear outcomes, fast return on
investment, and the ability to manage uncertainty effectively. Our teams collaborate
with clients to identify unique challenges and find innovative solutions, challenging
assumptions and building capabilities. With our support, clients have the tools,
insights, and confidence to continue iterating and innovating for long-term success.
Central Government | James Reeve |
Managing Partner
Over the past year, the digital transformation sector within
Central Government has undergone significant changes and
witnessed substantial growth across various departments.
However, this progress was occasionally hindered by
notable national events and frequent governmental shifts,
resulting in a temporary halt in new contracts and increased
budget uncertainties, which posed challenges to the
industry.
the CDDO, we have gained first-hand experience of the
disruptive opportunities this endeavour is likely to create
for government departments. Subsequently, there will be
a rapid increase in the data capabilities of government
departments.
Moreover, this paradigm shift will facilitate the
implementation of AI technologies, including sophisticated
machine learning models and accessible large language
models like ChatGPT, which are expected to be adopted by
nearly all civil servants. This will enable deeper insights and
the provision of more tailored services.
One noteworthy trend that emerged during this period was
the ongoing transition of government departments towards
procuring services through Digital Marketplace frameworks.
This shift has disrupted long-established relationships with
traditional suppliers, creating a more competitive market
and opening doors for diverse agencies like TPXimpact to
contribute to delivering essential services.
Looking ahead, it is evident that the central government
sector is on the verge of significant transformation and
growth. There is an increasing emphasis on data, user-
centred design, software delivery, and organisational design,
supported by strong leadership in departments and the
Cabinet Office. This positions the central government
sector for an exciting year of innovation and progress.
As user expectations continue to evolve, there is a growing
demand for high-quality and intuitive services, influenced
by the pace set by the private sector, particularly in
smartphone app production. The government is catching
up, with Government Digital Service’s (GDS) flagship
program focusing on digital identity generating significant
interest. Once it becomes the primary method of
authentication for government services, it is expected to
drive widespread adoption of the gov.uk app. This transition
will enable departments to meet user expectations
for personalised and streamlined service experiences,
leveraging data from various government departments to
optimise user journeys and save time.
In parallel, the Central Digital and Data Office (CDDO),
a newer partner to GDS, is maturing and directing its
efforts towards enhancing data exchange through a data
marketplace by 2025. This initiative has the potential to
revolutionise government data operations in the coming
years. As TPXimpact serves as the delivery partner for
1. Market outlook update: Trends and forecasts 2022 -2025,
TechMarketView
Local government | Claire Corbett |
Managing Partner
We have observed a significant trend in the growing
importance of local sustainability, which is driven by the
urgent need to address net-zero targets. As a proactive
player in this space, we have taken a leading role in shaping
solutions that align with the net-zero agenda. Our focus
is on providing technology that not only improves the
quality of life but also reduces the carbon footprint of local
services, actively contributing to positive change.
To ensure we are future-ready and actively addressing their
long-term financial sustainability while enhancing outcomes
for communities, we have established close partnerships
with councils. Through collaboration and support, we
assist councils in rethinking their approach to longer term
business planning. By leveraging data and insights, we
help them identify sustainable savings plans and develop
TPXimpact Holdings plc | 25
TRENDS IN OUR MARKET continued
adaptive, flexible delivery models. We believe that by
integrating health and social care and redesigning internal
functions, we can reduce demand, costs, and ultimately
improve overall outcomes.
In our pursuit of being future-ready, we prioritise the
accelerated adoption of technology and digital solutions.
We leverage existing investments to enhance security,
infrastructure resilience, and reduce operating costs.
Our focus on digitally enabled service delivery involves
developing new models based on Cloud-first principles,
fostering digital skills readiness, and utilising robotics and AI
to provide superior customer services.
Recognising the strain on resources due to an ageing
population and increased life expectancy, we proactively
anticipate upstream demand and target services
effectively. By embracing community-led service models
and enhancing resident engagement and participation, we
strive for thriving communities and improved outcomes. We
address social and economic inequalities by adopting new
technologies and adopting a human-centred approach to
service design. Active participation and collaboration with
other organisations allow us to tackle complex challenges
and design innovative solutions.
Furthermore, we undertake an organisational redesign to
foster a new culture and new ways of working. By utilising
data and insights, we identify needs, forecast demand,
and innovate service delivery to provide more effective,
equitable, and personalised services. Our comprehensive
approach ensures that our responses align with market
trends, drive opportunities, and create a positive impact on
the communities we serve.
Health and Care | Iain O’Neil |
Managing Partner
The pace of change driven by the Department of Health
and Social Care and NHS England has faced challenges this
year. The merger of NHS Digital, NHSx, and Health Education
England into NHS England has diverted attention from
delivery, as the digital and technology workforce of these
organisations underwent downsizing, putting their roles at
risk. This resulted in some high-profile digital leaders taking
voluntary redundancy while others fought to maintain
their positions in the new landscape. These changes
had an impact on our programs, particularly those being
delivered for Health Education England (HEE) and NHSx, as
clients struggled with role identification and securing their
positions amidst the departure of senior leaders who often
served as program sponsors.
The move towards integrated care systems (ICSs) is also
facing renewed scrutiny. A report from the Public Accounts
Committee highlighted the lack of clarity regarding tangible
benefits for patients and the timeline for improvements
resulting from the shift to ICSs. Additionally, the review by
Rt Hon Patricia Hewitt into the oversight, governance, and
accountability of ICSs emphasised the difficulties ICSs face
26 |
in accessing the necessary data to operate and enhance
health outcomes. NHS England’s response to these data
issues is the £480m procurement of a “Federated Data
Platform,”2 although the procurement process has faced
delays and has yet to commence fully.
Despite these challenges in the healthcare sector, we have
had a solid year, leveraging existing relationships with key
clients such as NHS Blood and Transplant, Care Quality
Commission (CQC), and frontline trusts like NHS Sussex
and NHS Buckinghamshire. We have introduced and cross-
sold a wider range of capabilities from across our business.
Working with an increasing number of frontline trusts is an
important response to the difficulties in financial flows from
the centre, where we had significant exposure. We have
established a strong track record of delivery in social care
transformation, an area that is receiving renewed focus and
could benefit from the integrated care systems as local
leaders aim to address the challenges in patient flow from
health to social care.
Additionally, we are developing expertise in user-centred
design training for health. The company is supporting the
Scottish NHS, Health Education England, NHSBT, and the
CQC in adopting a more design-led approach to service
transformation. The importance of user-centred design
in the health sector is increasing and is on a trajectory to
match its significance in central government.
2. NHS Federated Data Platform and Associated Services, NHS England,
GOV.UK
Fundraising and Not For Profits | Lou Lai
| Chief Client & Transformation Officer,
Digital Experience | Amber Gregory | Client
Strategy Partner, Digital Experience
We’re living in uncertain times and in the wake of the
pandemic, charities have faced a challenging economic
climate, with their audiences feeling the pinch of the cost of
living and cutting back on donations.
According to The Charities Aid Foundation UK Giving Report
20223 this manifested itself in several ways, with people
saying that they had already cancelled a regular donation
to charity as a direct response to the rising cost of living,
and then 1 in 12 people saying they had chosen to not make
a one-off donation. While research by digital platform
Enthuse revealed 55% of the public finds their financial
situation makes it harder to donate.
In more positive news, people who are giving are giving
more which is protecting overall charity income and while
donations have dropped, there are some signs of hope
within the data, particularly around how people are feeling
about the cost of living. There is a reduction in how many
people are feeling worse off which is encouraging, though
this has yet to extend to the number of people feeling
better off.
3. Charities Aid Foundation, UK Giving Report 2022
Strategic Report
Corporate Governance
Financial Statements
Commercial and Technology | Andy Ball |
Managing Director – Data and Insight
As we transitioned from the pandemic, there was an
expectation that FY23 would bring about a return to more
predictable working practices. However, ongoing supply-
side issues, combined with the repercussions of Russia’s
invasion of Ukraine, resulted in what is now known as the
cost of living crisis. Consequently, many organisations
continued to prioritise operational efficiencies, leading to
a rise in hybrid cloud solutions and a growing interest in
Artificial Intelligence (AI), driven in part by media coverage
of tools like ChatGPT.
Hybrid cloud solutions involve organisations deploying and
managing multiple cloud environments to reduce costs,
mitigate risks, and leverage existing capabilities to support
digital transformation efforts. The necessity to develop
solutions across various cloud providers such as Microsoft
Azure, AWS, and Google has created a persistent demand
for skilled cloud engineers who can design resilient, scalable,
and secure cloud architectures.
The media attention received by ChatGPT and similar AI
tools has generated interest from organisations seeking to
incorporate generative AI into their business processes.
Advancements in technologies like large language models
(LLMs) have enabled tasks such as automating content
writing, software development, and video production to be
accomplished using machine-based approaches. Interest in
leveraging generative AI extends beyond traditional sectors
like finance and retail, with industries such as healthcare,
professional services (e.g., legal), marketing, and fashion
exploring ways to harness the benefits offered by this
technology.
The combination of hybrid cloud solutions and the
application of generative AI represents a response to the
evolving demands of organisations across various sectors
as they strive to optimise their operations, enhance
productivity, and seize new opportunities.
With this backdrop, it’s increasingly crucial that charities
are providing brilliant experiences for the people who
are engaging with them, testing and learning, optimising
experiences and delivering impactful digital content that
is relevant to their interests and motivations to support.
To do this it’s vital that data and insight are used to build
a richer picture of audience needs and behaviours, and is
at the heart of decision-making across the organisation.
Embedding an audience-led culture is a huge priority for
the organisations we work with, understanding that this
is a continuous process to respond to changing needs,
behaviours and taking a test-and-learn approach is vital for
protecting fundraising income.
Understanding where audiences are, and having a full
picture of supporter behaviour shows clear opportunities
for digital to connect with people, in the right way and at the
right moment.
Membership and Visit | Richard Burley |
Client Strategy Partner
The post-pandemic recovery phase has been a prominent
theme for both membership bodies and visitor attractions
in 2022. Notably, the largest UK membership bodies
have experienced a steady increase in membership,
as highlighted in the Memberwise Influence 100 List4.
Organisations have placed significant emphasis on
enhancing member engagement and implementing better
measurement practices. Digital tools have emerged as key
enablers in this process, with integrations with customer
relationship management (CRM) systems and continuous
optimisations to leverage data taking precedence for many.
Moreover, membership bodies have been continuously
refining their member value proposition to reach new
audiences, re-engage with dormant members, and
demonstrate the value they offer, particularly as individuals
face the challenges posed by the cost of living crisis.
In the realm of visitor attractions and cultural venues, there
has been a noticeable rise in the conscious consumer
who prioritises the environment and values meaningful
connections. This presents a significant opportunity for
these attractions to tailor their offerings around moments
of connectedness. As a result, creating clear yet engaging
online user experiences has become increasingly important
in order to differentiate themselves from the competition
and capture the attention of these conscious consumers.
By leveraging digital tools, integrating data-driven CRM
systems, and continuously refining their value proposition,
both membership bodies and visitor attractions can
enhance their engagement with audiences, attract new
members or visitors, and ultimately thrive in the post-
pandemic recovery phase.
4. The 100 Largest UK Membership Bodies (Influence 100 list),
MemberWise,2023
TPXimpact Holdings plc | 27
FINANCIAL PERFORMANCE
Steve Winters | Chief Financial Officer
The Group continually assesses the appropriate mix of
permanent headcount and contractors within cost of sales,
with a view to optimising efficiency in servicing the needs
of our clients. In the first half of the year, however, this
efficiency was more challenging to achieve due to client
delays in implementing projects, which impacted utilisation
rates, particularly in our Consulting division (approximately
40% of Group revenues). In view of the level of new business
won in the second half of the year, Consulting has embarked
on a major recruitment campaign to expand permanent
employee resource, although the full benefit of this will not
come through until FY24.
A new benefits package for permanent employees was
introduced in April 2022, which included increases
in holiday entitlements, pensions and other benefits.
These enhanced benefits, together with the effect of
salary reviews in March 2022, impacted gross margins.
Management remains committed to offering our employees
a highly attractive benefits package as one of a number
of measures to attract and retain talent, and differentiate
TPXimpact as an employer which truly values the
contribution and well-being of our employees.
Utilisation rates improved markedly in Q4 and we are
targeting continued improvement in FY24 and beyond.
The turn-around in Q4 was entirely attributable to the
tenacity and commitment of our people who are devoted
to delivering meaningful insight and value to our clients. The
healthy order book, combined with higher utilisation rates
and capacity, should lead to improved gross margins in
FY24. We are also seeing signs of improved staff retention
rates over the last six months, particularly in Consulting, our
largest business.
On a reported basis, the Group made an operating
loss of £(19.4)m compared with an operating profit of
£3.2m last year. This reflects the £3.5m reduction in
gross profit explained above, as well as the effect of
administrative costs increasing to £40.8m from £21.7m
last year. Administrative costs include £11.8m (2022: £Nil)
of non-cash impairment charges in relation to goodwill
and intangible assets recognised on past acquisitions,
due to management’s reassessment of the likely future
performance of certain businesses in the Group.
Employee costs included in administrative costs increased
to £12.6m (2022: £9.0m), reflecting the acquisitions of Peak
Indicators and Swirrl IT, as well as a continued investment in
talent to support the needs of the business going forward.
On a like-for-like basis, total Group headcount of 798 (on an
FTE basis) at 31 March 2023 compares with 659 people at
31 March 2022, an increase of 21.1%. Including contractors,
the Group’s aggregate workforce is currently approximately
1,100 people.
1. In measuring our performance, the financial measures that we use include
those which have been derived from our reported results in order to
eliminate factors which distort period-on-period comparisons. These are
considered non-GAAP financial measures, and include measures such as
like-for-like revenue, adjusted EBITDA and net debt. All are defined in note
28 to the financial statements.
Reported revenues were up 5.0% to £83.7m, reflecting
the contribution of acquisitions, including Peak Indicators
Limited and Swirrl IT Limited both of which completed in
April 2022 (and which are now fully integrated into a new
Data & Insights division), and RedCortex Limited which
completed in December 2021. The performance of these
businesses was very encouraging, with combined like-for-
like revenue growth of almost 30% in the year.
Group revenues were, however, down 7.2% on a like-for-like
basis. A number of factors contributed to this performance,
including a lower-than-normal order book in certain parts
of the business as they entered the financial year and client
delays in implementing projects, which especially impacted
Q2 and Q3. Sequentially, like-for-like revenue fell by 1.6% in
Q1, 11.2% in Q2, 14.6% in Q3 and 1.6% in Q4.
New business wins showed increasing momentum in
the second half of the year with £41m in Q3 and £36m in
Q4, and £115m in total for the year. Since year-end, this
encouraging trend has accelerated even further, with new
orders in the first quarter of FY24 of over £90m, largely due
to two significant wins: up to £49m with His Majesty’s Land
Registry (HMLR) over four years and up to £27.5m with the
Department for Education over two years, both of which
commenced in May 2023. These wins demonstrate the
value our increasing scale can offer our clients, especially in
the key strategic sector of Central Government.
Public sector clients represented 72% of revenue in the year
ended 31 March 2023 and our top 10 clients represented
39% of revenue compared to 42% last year.
Gross profit of £20.9m was down 14.3% from £24.4m on
a reported basis and down over 27% on a like-for-like
basis. Cost of sales was £62.8m, an increase of 13.6% on
a reported basis and 2.4% on a like-for-like basis, again
reflecting the impact of acquisitions. Gross margins
therefore reduced to 25.0% from 30.6% last year, and from
32.0% on a like-for-like basis.
28 |
Strategic Report
Corporate Governance
Financial Statements
Administrative costs also include £2.5m of restructuring
costs (2022: £1.8m) arising from integration and
restructuring actions aimed at improving the long-term
health and efficiency of the business and £7.1m (2022:
£5.9m) of depreciation and amortisation charges, primarily
in relation to acquired intangible assets, previously
recognised on acquisitions.
Adjusted EBITDA of £2.5m compares with £12.2m last year,
representing a margin of 3.0% against 15.3%. A reconciliation
of Operating (loss)/profit to Adjusted EBITDA is provided in
note 28 to the financial statements.
The Group made a reported loss before tax on continuing
operations of £(20.5)m in the year (2022: profit of £2.5m),
and an adjusted profit before tax on continuing operations
of £0.7m (2022: £10.9m). Finance costs were £1.1m in the
year (2022: £0.7m), reflecting both higher net debt and
increased interest rates.
Corporation tax amounted to a credit of £1.5m (2022:
charge of £1.7m) due to the decrease in profitability of the
Group. Adjusted profit after tax on continuing operations
was £0.6m (2022: £10.0m).
The disposal of Greenshoot Labs gave rise to a gain on
disposal of £1.6m which has been included in the income
statement within income from discontinued operations.
Reported diluted earnings per share from continuing
operations for the year was a loss of (21.1) pence per share
(2022: earnings of 0.9 pence per share), reflecting the
decrease in profitability in the year. On an adjusted basis,
diluted earnings per share on continuing operations was 0.7
pence per share (2022: 11.3 pence per share).
During the year, the Board declared an interim dividend of
0.3 pence per share (2022: 0.3 pence per share), which was
paid on 27 January 2023. In view of the Group’s financial
performance in the second half of the year, no final dividend
will be declared or paid (2022: 0.6 pence per share).
Therefore, total dividends declared and paid in respect of
the year ended 31 March 2023 were 0.3 pence per share
(2022: 0.9 pence per share). The Board is keen to reinstate
a dividend when appropriate and will continue to keep
dividend policy under review.
Cash flow and net debt
Net debt (excluding lease liabilities) at 31 March 2023
was £17.5m compared with £10.1m at 31 March 2022. The
increase in net debt in the year of £7.4m includes £2.0m
cash paid for acquisitions (net of cash acquired), £1.5m of
corporate taxes paid, £1.1m of interest costs paid, £0.8m
of dividends paid, £0.6m of capital expenditure (including
intangible assets) and £0.5m of share repurchases into the
Group’s EBT. Working capital improved slightly year on year.
The Company secured a waiver of its lending covenants
from its bankers at 31 March 2023 and agreed a further
waiver at 30 June 2023. Amended covenants (based on
minimum liquidity and Adjusted EBITDA levels) will apply
until the quarter ending 30 September 2024, at which time
the original leverage metrics will be reinstated (Net debt to
Adjusted EBITDA of 2.5x and Adjusted EBITDA to interest
cover at 4.0x). These new lending arrangements provide
renewed stability and a sound basis for the business to
reach its performance goals.
Current trading
For the first quarter of FY24, trading was in line with
management expectations, with like-for-like revenue growth
of over 11%. With new business wins of over £90m in the
first quarter, we are seeing increased momentum in new
orders and are well-positioned for top-line growth in both
the short and long-term. At the same time, management
are very aware of the need to convert top-line growth
into meaningful margin improvement and have initiated a
number of measures focussed on efficiency, cost control
and profitability.
Net debt (excluding lease liabilities) was £17.9m at
30 June 2023, a £0.4m decrease on 31 March 2023. The
last remaining earnout liability in respect of historical
acquisitions was settled in shares on 6 June 2023.
Outlook
There is no change to the Group’s previously published
targets for the year ending 31 March 2024, with like-for-like
revenue growth of 15-20% and an Adjusted EBITDA margin
of 5-6%, with margin improvement expected to be weighted
to the second half of the year. Committed (or backlog)
revenues in relation to the current financial year are well
over £80m, significantly higher than at the same time last
year.
With respect to FY25, management continue to target
like-for-like revenue growth of 10-15% and a further
improvement in Adjusted EBITDA margin of 2-3% on top of
that targeted for FY24. Based on our three-year plan, we are
targeting an Adjusted EBITDA margin of 10-12% in FY26.
TPXimpact has started the new financial year with renewed
vigour, whilst recognising there is scope to improve our
operational processes to enhance profitability, and respond
positively to a challenging wider economic environment.
We continue to believe the digital transformation market in
the UK – in both the public and private sectors – remains
attractive, with plenty of potential for continued growth, and
that the Group is well-placed to take advantage of these
trends.
TPXimpact Holdings plc | 29
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
Bryony Wilde | Purpose Director
TPXimpact has been formed on a solid foundation
of shared values. Our people, our clients and our
investors are attracted to us because of this sense
of civic responsibility. Our shared belief that the
business that we are building is a good one, that
will positively impact all stakeholders, has been
invaluable through a challenging period of change.
Our approach to environmental, social and corporate governance
(ESG) remains simple. We measure our impact, then we find ways
to reduce the negative impacts and increase the positives. In
terms of measurement, we continue to be committed to radical
transparency, investing in robust detailed reporting and publishing
as much as possible in order to hold ourselves to account and to
open source our methodology to support other businesses to do
the same.
This year, as we prepare for B Corp certification, we have formalised
our commitment to all stakeholders by amending our articles
of association to be accountable to all stakeholders, not just
shareholders. That means that we have enshrined our purpose-led
approach into the legal structure of the business.
A key development we have seen over the last 12 months is a huge
acceleration in social value commitments being embedded into
our client contracts, bringing our commercial and ESG work closer
than ever before. A key tenet of our work over the next year is better
integration and balancing our purpose with commercial outcomes.
30 |
Strategic Report
Corporate Governance
Financial Statements
Our non-financial KPIs track the progress we’re
making in building sustainable futures for our people,
planet and community. Through our ESG work we are
contributing to the UN Sustainability Goal 8, Decent
Work and Economic Growth. We have identified targets
8.1, 8.4, 8.5 and 8.6 as priorities and the table below
shows how we feed into each one.
We have used the World Economic Forum’s (WEF)
standard for consistent ESG reporting to identify the
recommended metrics aligned with these targets. The
table shows where you can find information around
each of these metrics and disclosures within the
ESG report and also which standard we have used to
capture the data.
Theme
Metric
Reporting standard SDG Target
FY22
FY23
See
page
People
Dignity and equality
Ethnicity pay gap (mean)
Dignity and equality
Ethnicity pay gap (median)
Dignity and equality
Gender pay gap (mean)
Dignity and equality
Gender pay gap (median)
Dignity and equality
Inclusion gap - Disability
Dignity and equality
Inclusion gap - Gender
Dignity and equality
Inclusion gap - LGBTQI
Dignity and equality
Inclusion gap - Minority
ethnic
Dignity and equality
Inclusion gap - SEB
Dignity and equality
Inclusion score - Overall
Dignity and equality Modern slavery statement
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Dignity and equality
Overall representation -
Black
Overall representation -
Disability
Overall representation -
Female
Overall representation -
LGBTQI
Overall representation -
Minority ethnic
Senior representation -
Black
Senior representation -
Disability
Senior representation -
Female
Senior representation -
LGBTQI
GRI 102-38
GRI 102-38
GRI 102-38
GRI 102-38
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
GRI 405-1b
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.7
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.5
8.5
12%
15%
19%
20%
12%
5%
0%
9%
7%
76%
-
6%
7%
14%
8%
15%
14%
8%
3%
3%
1%
5%
72%
-
6%
8%
47%
50%
16%
19%
0%
4%
34%
13%
15%
19%
2%
6%
36%
8%
39
39
39
39
37
37
37
37
37
37
43
38
38
38
38
38
38
38
38
38
TPXimpact Holdings plc | 31
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
continued
Metric
Reporting standard SDG Target
FY22
FY23
See
page
Theme
Dignity and
equality
Dignity and
equality
Health and
wellbeing
Health and
wellbeing
Health and
wellbeing
Senior representation -
Minority ethnic
GRI 405-1b
Wage level % (CEO:Median)
Employee satisfaction
score
Employee wellbeing score
Injuries and fatalities
GRI 202-1, Adapted
from DoddFrank Act,
US SEC Regulations
GRI:2018 403-9a&b,
GRI:2018 403-6a
Planet
GRI 3O5:1-3, TCFD,
GHG Protocol
Climate Change
Carbon offset total
Climate Change
Climate Change
Climate Change
Reduction of energy
consumption
GRI 3O5:1-3, TCFD,
GHG Protocol
Energy intensity ratio
(per £1m revenue)
GRI 3O5:1-3, TCFD,
GHG Protocol
Energy intensity ratio
(per FTE)
GRI 3O5:1-3, TCFD,
GHG Protocol
Climate Change
Scope 1 emissions
Climate Change
Scope 2 emissions
Climate Change
Scope 3 emissions
Climate Change
% renewable
electricity tariffs
GRI 3O5:1-3, TCFD,
GHG Protocol
GRI 3O5:1-3, TCFD,
GHG Protocol
GRI 3O5:1-3, TCFD,
GHG Protocol
Principles of governance
Governing purpose
Stated purpose
Protected
ethics advice
and reporting
mechanisms
Protected ethics advice
and reporting mechanisms
Quality of governing
body
Governance body
composition
Risk and
opportunity
oversight
Stakeholder
engagement
Community and
social vitality
Community and
social vitality
Disclosure of risks
Material issues impacting
stakeholders
Careers kickstarted
Charities supported
Prosperity
Community and
social vitality
Community investment
total
GRI 201-1,
32 |
8.5
8.5
8.5
8.5
8.8
8.4
8.4
8.4
8.4
8.4
8.4
8.4
8.4
8.1
8.8
8.5
8.8
8.8
8.6
8.6
8.1
8%
11%
38
4.9:1
4.6:1
35
7.1
6.8
-
2,742
tCO2e
39.88
tCO2e
34.28
tCO2e
2.60
tCO2e
3.84
tCO2e
36.04
tCO2e
2,702
tCO2e
6.7
6.8
-
1,487
tCO2e
38.81
tCO2e
17.77
tCO2e
2.02
tCO2e
2.39
tCO2e
36.41
tCO2e
1,448
tCO2e
35
35
35
49
47
47
47
47
47
47
29%
47%
48
-
-
-
-
-
-
-
-
-
-
686
114
876
77
£59k
£89k
8
43
62
57
54
41
41
41
Theme
Metric
Reporting standard SDG Target
FY22
FY23
See
page
Community and
social vitality
Community and
social vitality
Community and
social vitality
Community action
hours
Tax paid
Adapted from GRI
201-1
Unique volunteers
Employment and
wealth generation
CapEx (including
intangible assets)
As referenced in IAS
7 and US GAAP ASC
230
As referenced in IAS
7 and US GAAP ASC
230
Dividends paid
Employee turnover
GRI 401-1a&b
Employee wages and
benefits
GRI 201-1,
New hires (FTE)
GRI 401-1a&b
New jobs
GRI 401-1a&b
Operating costs
GRI 201-1,
Revenue
GRI 201-1,
Workforce growth
GRI 401-1a&b
% revenue from
controversial clients
% revenue from public
services
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Employment and
wealth generation
Innovation of better
products and
services
Innovation of better
products and
services
Social value through delivery
Swati Patel | Social Value Lead
The use of social value in public sector procurement has grown
rapidly this year, and there is a clear momentum towards further
acceleration in the coming years. Government organisations
recognise the importance and potential of corporate social impact
work and have developed guidance and tools to support social
value through procurement. Social value has become an integral
part of how the public sector does business and ultimately results
in improved social, economic, and environmental outcomes for
our communities.
The UK Government requires that social value is evaluated as
part of the tender process. Under the Social Value Act 2012, when
scoring bids, government institutions should award a minimum of
10% weighting for social value, so for us, that margin can, and often
does, mean the difference between a successful or unsuccessful
bid. Clearly, social value has become a major differentiator on bids
across both central and local Government.
At TPXimpact we are delighted to be able to utilise our significant
experience of delivering social value outcomes to embed social
value within the work that we are delivering for our clients.
8.6
8.1
8.6
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
1,970
2,565
43
£921k
£1,522k
103
119
193
43
£541k
£584k
104
£603k
£815k
104
30.6%
24.3%
35
£33,874k
£44,421k
126
240
63
309
139
£21,738k
£40,789k
£79,709k
£83,680k
35
35
99
99
22%
3.1%
31%
IFC
2.2%
53
72%
72%
52
TPXimpact Holdings plc | 33
Financial StatementsStrategic ReportCorporate Governance 50%
of our workforce
are women
139
new jobs
created
19%
57%
of our workforce are
minority ethnic
of our workforce are
share or option holders
34 |
Strategic Report
Corporate Governance
Financial Statements
Katie Sloggett | Chief People Officer
We’re a business powered by our people so in response to
our Pulse survey, feedback from our employees, and also
designing what good looks like aligned to our values and
business strategy, Our People Strategy has been refreshed
to deliver three priorities (December 2022 to March 2024):
• Deliver brilliant basics
• Facilitate vision, purpose and values
• Reward and recognition
We’ve made steps towards delivering brilliant basics
through our reorganisation of the People team - focusing
on delivering frictionless people services, so that our
people can do their best work for our clients. This includes
a review of all people services aspects such as policy,
process and systems, all of which have made significant
improvements to the employee and manager experience.
Our detailed strategic objectives have been cascaded
through our new performance dialogue approach. This
gives every employee the opportunity to see how their
work aligns to the vision, purpose and direction of the
organisation and their wider teams.
In 2022, we kicked off a project to evaluate every role
within the organisation, with the aim of bringing equality
to the many different practices that we’d inherited from
the legacy businesses - creating reward principles and
an aligned strategy to address pay gaps. All roles have
been evaluated and we’ve created job families, a grading
structure and library so every employee can see what
roles are similar to theirs or identify potential progression
opportunities for them.
We know the last year has been hard and we’ve made cost
of living payments to our people in March alongside a pay
review.
Finally, we’ve created our new values, synthesising insight
from employee voices heard in our Mission Lab work,
employee survey and other interactions and aligning them
with the strategy for the organisation. We are working
to articulate and celebrate what makes us unique and
proudly TPXimpact.
Employment and Wealth Generation
Employee Engagement
Our workforce has grown by over 21% this year on a like-
for-like basis. We have attracted over 300 new starters,
growing our total headcount to around 800 people.
Excluding acquisitions we have created 139 new jobs. Our
median salary is 2.6 x the living wage at £28.85 per hour
and our CEO to median wage ratio remains low at 4.6:1. Our
employee turnover has decreased from 30.6% to 24.3% and
we expect to see this reduce much further as we mature
and settle as a joined up business.
We support the principle of wider share ownership amongst
our employee base. UK employees are able to acquire tax
efficient shares through our Share Incentive Plan (SIP) and
TPXimpact matches any shares on a 1:1 basis. As at 31 March
2023, 26% of UK employees were enrolled in the scheme.
TPXimpact is powered by its people. We strive to be the
employer of choice for talent who are passionate about
accelerating positive change through better services and
experiences. In order to attract and retain that talent we
are committed to making the employee experience as
compelling as possible; offering competitive benefits,
providing opportunities for growth and development, and
creating a positive and supportive work environment.
This year our people scored their satisfaction as 6.7/10 (7.1
in FY22) and their wellbeing as 6.8 (6.8 in FY22). This year
has been a challenge for our teams as it has been a period
of significant change. We expect to see our wellbeing and
satisfaction scores improve as the business finds focus,
balance and more stability this year.
TPXimpact Holdings plc | 35
PEOPLE continued
May
September
October
January
March
Mental Health
Suicide Prevention
Blood Donation
Physical Health
Women’s Health
Published suicide
crisis first aid
guidance &
delivered lunch &
learn
Ran a campaign to
encourage blood
donation with a
dedicated website
to track donations.
26 people donated
a total of 122 litres
and impacted the
lives of 78 people
Ran our annual step
challenge with 141
participants and
over 26 million
steps & offered
gym membership
and wellbeing
discounts
Delivered a webinar
on menopause &
perimenopause
Published blog
posts from
leadership about
personal stories
with mental health
& ran resilience
training for all
employees,
delivered MHFA
training for 14
people and MHFA
Refresher for 10
existing mental
health first aiders
Health and Wellbeing
Diversity and Inclusion
We know that the health and wellbeing of our employees
is essential to our success. When our employees are
healthy and well, they are more productive, engaged, and
creative and are less likely to be absent. Our people spend
a significant amount of their time at work and we recognise
that we have a duty of care to ensure that we’re supporting
their long-term health and wellbeing.
We have run multiple campaigns throughout the year to
promote employee wellbeing.
We have an active cohort of mental health first aiders at
a ratio of 1 to every 15 employees. They help us to set our
mental health strategy and deliver on our mental health
at work commitments. They also run bi-monthly drop-in
sessions which are themed around different aspects of
mental wellbeing. Our in-house team compliments the more
formal health and wellbeing services offered through our
EAP (Health Assured), employee benefits provider (Mattioli
Woods) and occupational health provider (MediGold). This
year our Employee Assistance Programme (EAP) line has
been used 67 times with 87% of enquiries being about
counselling. Our new health cash plan with Simply Health
has also been well utilised with employees claiming back
over £30,000 for treatments and therapies.
As a service organisation, the most material impact we
will have from our operations is on the people we employ.
We are dedicated to making sure that the opportunities
afforded by TPXimpact are offered in a fair and equitable
way to talent from all backgrounds. Not only because it
is the right thing to do but also because it is good for our
business. In order to deliver better services and experiences
to society, it is vital that we are deploying teams that reflect
the diverse communities that we are serving, understanding
their different needs and challenges.
We are immensely proud of the progress that we have made
and are at least as representative of the UK as a whole when
it comes to women, ethnic minorities, black, LGBTQI+ and
neurodivergent communities. Our pay gaps are decreasing,
as are the gaps in how included employees feel at work.
Here are some of the ways we have been investing in
diversity and inclusion this year;
We invested in our ERGs
The four employee resource groups (ERGs) that TPXimpact
launched last year have become incredibly popular and
useful. They provide a sense of belonging and safety for
traditionally underrepresented communities, they also
serve to educate the business about issues affecting their
fellow employees, creating a workforce that is more aware
and more inclusive. This year we added a fifth ERG for
neurodiverse employees. We also formalised the role of ERG
chairs, giving them paid time to carry out their duties, in
recognition of the importance of the position.
36 |
Strategic Report
Corporate Governance
Financial Statements
We did a deep dive into diverse recruitment
This year we have been running a series of internal
discovery projects, galvanising teams of our in-house
experts to look at how we can rapidly improve the business.
One of the focus areas this year has been on how we
might hire more diversely. The team looked at our hiring
experience and subsequently made changes to the whole
of the process; from how we advertise jobs, to how we
represent the business and our values to how we interview
for roles. We hope that these changes will make the process
more inclusive and will attract more diverse talent.
We gave leaders the right tools
All of the wider leadership team in TPXimpact participated
in a four-part ‘Inclusive Leadership’ training programme
this year. The aim of the programme was to build a deep
understanding of inclusion, embed inclusive behaviours
across the leadership team and enable those behaviours
across the whole organisation. We want to ensure that our
leaders can drive trust, respect and engagement with the
wider organisation and help to create a culture of inclusion,
psychological safety and empathy.
Measuring Diversity, Inclusion and Equity
We use ‘Gap Reporting’ for measuring our diversity,
inclusion and equity performance. Diversity can be
complex. We are measuring lots of different and overlapping
characteristics and the goalposts move all the time. That’s
why we use Gap Reporting — so we can easily identify how
much work we have to do in each of the areas we report on.
We currently track over 25 gaps across representation,
pay and inclusion. We appreciate that diversity is about
far more than just gender and skin colour and therefore
try to be as thorough and expansive in our reporting as
possible to get a full picture of the workforce and identify
what the contributing factors might be for those who feel
more or less included in the workplace. Our end goal is
that we have no gaps. No pay gaps, no difference in how
included employees feel and no gap between community
representation and our workforce. We know we have a lot of
work to do to get there but have put in place an ambitious
target in the meantime to halve all gaps from our benchmark
year in FY21 by 2025.
Diversity
We measure overall representation and senior
representation (top pay quartile) for employees from
underrepresented communities. Overall, we are as
representative as the UK as a whole when it comes to
ethnicity and gender, this being the first year that we are
50% female. In terms of LGBTQI, neurodiverse and foreign
nationals, we are significantly more representative than
the UK as a whole. Our notable gap is disability. It is more
difficult to target disability representation simply by
using community representation however we continue to
focus on the disabled community when it comes to our
inclusion work. We have also made progress in making
the senior leadership team more representative this year
although we still have gaps to close when it comes to senior
representation of women and ethnic minorities.
Inclusion score
72/100
(FY22: 76/100)
Inclusion
We work out inclusivity scores based on the average
responses from inclusivity questions asked in the annual
DEI survey. These questions and the methodology are
based broadly on Kantar’s inclusivity index. Overall inclusion
scores went down slightly for most groups this year.
Specifically, when asking whether employees felt like they
belonged in their workplace, we saw a drop off of to 54%
(from 71% FY22) agreeing that they did. We have a lot of work
in flight which is targeted at improving this score this year
including; better articulation of what TPXimpact stands for,
embedding our values in our ways of working, improved
‘hubs’ strategy and better internal communications. That
said, our inclusion gaps continued to decrease for
most groups.
Equality
In correlation with our improved senior representation, both
our gender pay gap and median ethnicity pay gap have
decreased over the last 12 months. We still have work to do
to decrease our pay gaps but at 15%, our mean gender gap
now sits alongside the UK average for all employees in 2022
(14.9%).
Notable Takeaways
• We are at least as representative as the UK as a
whole in terms of women, LGBTQI, minority ethnic
and neurodiverse employees
• Both our mean and median gender pay gaps have
decreased
• We have made progress in diversifying the senior
team in terms of both gender and ethnicity
• We’re making progress on how we deliver
our people services to our employees (and
prospective talent)
• Almost half of the employees who responded to
our inclusion survey, stated that they don’t know
how to report on instances such as harassment
or discrimination
TPXimpact Holdings plc | 37
PEOPLE continued
Diversity at TPXimpact
Senior Representation
Women
Minority ethnic
Black
36%
FY22 34%
Population 50%
11%
FY22 8%
Population 18%
2%
FY22 0%
Population 4%
Disability
6%
FY22 4%
Population 20%
LGBTQI+
8%
FY22 13%
Population 3%
Neurodiverse
Lower SEB*
Foreign national
14%
FY22 15%
Population 14%
29%
FY22 30%
Population 39%
20%
FY22 25%
Population 10%
Overall Representation
Women
Minority ethnic
Black
50%
FY22 47%
Population 50%
19%
FY22 19%
Population 18%
6%
FY22 6%
Population 4%
Disability
8%
FY22 7%
Population 20%
LGBTQI+
Neurodiverse
Lower SEB*
Foreign national
15%
FY22 16%
Population 3%
23%
FY22 14%
Population 14%
31%
FY22 28%
Population 39%
21%
FY22 22%
Population 10%
* Socio-Economic Background
38 |
Strategic Report
Corporate Governance
Financial Statements
Gender pay gap
Male
Female
Undisclosed
15%
Mean pay gap
2022: 19%
14%
Median pay gap
2022: 20%
Upper
e
l
i
t
r
a
u
q
y
a
P
Upper Middle
Lower Middle
Lower
Ethnicity pay gap
White
Asian
Black
Mixed
Other
Undisclosed
0%
25%
50%
75%
100%
14%
Mean pay gap
2022: 12%
8%
Median pay gap
2022: 15%
Upper
e
l
i
t
r
a
u
q
y
a
P
Upper Middle
Lower Middle
Lower
0%
25%
50%
75%
100%
125%
What’s next?
• Pay: Work towards closing the pay gaps by sharing publishable salary bands for every job family and level.
• Progression: We’re also creating a progression framework which supports development and defines how
pay is progressed for our people.
• Reward: We will improve our benefits offer by introducing a range of voluntary options for people to
choose from and introduce a recognition scheme linked to our values.
• Inclusive behaviours: All employees to participate in a workshop to highlight the importance of
addressing micro incivilities and inappropriate behaviour, signposting where to seek support and report.
TPXimpact Holdings plc | 39
90
charities
supported
2,565
hours
donated
£89k
money
donated
876
careers
kickstarted
40 |
Strategic Report
Corporate Governance
Financial Statements
Zheni Rasheva | Social Impact Manager
It is our responsibility to give back to the communities that
have helped us succeed. By investing in our local communities,
we are not only making a difference in the lives of our
neighbours, but we are also strengthening our businesses and
our economy. When we invest in our communities, we create
a ripple effect of positive change. We’re helping to create jobs,
improve education, and make our communities safer and
healthier. We are also earning goodwill and trust with our
clients, employees and investors.
TPXimpact commits 1% of its pre-tax profits to invest in
local communities. This year we have distributed £89k,
supporting over 90 charities and helping to kickstart 876
careers. This commitment funds our Career Kickstart
programme, including our flagship Future Leaders
accelerator, and our people-powered giving programme
which includes our community action and grant-giving
work.
Careers Kickstarted
We are committed to kickstarting 5,000 digital careers
by 2025. We do this through a range of interventions that
focus on both scale and depth of impact; from long-term
transformative programmes to light-touch educational
events that might just inspire somebody to get started
in Science technology, engineering and mathematics
(STEM). Our programme of activities touches young people
between the ages of 11 to 30 and we break them down into
Inspire, Upskill, Experience and Accelerate. This year, we
kick-started 876 careers, taking our total to 2,082 since the
initiative was launched in FY20.
Our Partners
We are proud to have long-term charitable partnerships
with organisations that are helping to make our industry
more accessible by providing high quality skills and training
programmes for young people in our local communities.
Our partners are:
Apps for Good - We sponsor the Future Founders category,
giving secondary school students the skills and motivation
to shape their futures with technology.
Arkwright Scholars - We fund scholarships each year for
exceptional, diverse sixth-form students who are looking to
get into engineering.
In2Science - In2Science are working to promote social
mobility in STEM subjects. We sponsored a cohort of
students through the programme.
Telerik Academy - Telerik Academy is the largest free IT
education initiative for children in Bulgaria. We are delighted
to have sponsored a class of students this year.
Diverse Talent Pipelines
Brief but powerful engagements
to whet the appetite of potential
future talent.
Opportunities to build and
explore technical engineering and
entrepreneurial skills.
Real life work experience which
gives a taste of what life is like
within the tech industry.
Inspire
Upskill
Careers talks, workshops,
panel discussions.
Coding clubs, hackathons,
bootcamps
Experience
Work experience, mentoring,
live briefs
Bespoke and substantial support to
champion high potential upcoming
talent.
Accelerate
Accelerators, scholarships, board
mentoring
TPXimpact Holdings plc | 41
PLACES continued
Future Leaders
The Future Leaders programme is TPXimpact’s flagship
community investment programme. It exists to give
young entrepreneurs from diverse and underrepresented
backgrounds, the skills, support and network they need to
grow successful businesses. Now in its fourth year, we have
supported 25 Future Leaders across 5 cohorts.
Participants are given 1:1 coaching, monthly professional
development workshops, regular networking opportunities
and a £500 monthly stipend to ensure that they have time
to develop their businesses. At the end of the programme,
the Future Leaders present their businesses at a mini-pitch
event where they each receive further investment.
The programme is powered by volunteer experts from
within TPXimpact with 155 hours donated from 36
volunteers this year. This allows us to achieve a huge social
return on investment with 93% of programme costs going
directly to the beneficiaries.
People-Powered Giving
TPXimpact is powered by people who are passionate about
making a difference. They each have different passions and
priorities but they are connected through a joint sense of
civic responsibility. We encourage and empower all of our
people to change the world around them by giving them
paid time off for community action and also by allocating
grants to support the causes they care about. Not only
does this work benefit our wider community, it also helps
to attract and retain talent who are aligned with our wider
values and purpose.
“I found the programme absolutely
amazing. As a solo founder, I wasn’t
sure how to navigate running a
business. The programme gave me
the guidance, the right people to help
me out structure my business and
support.”
Future Leader, 2022
42 |
Strategic Report
Corporate Governance
Financial Statements
Community Action
As part of our 1% pledge, we target every employee to
donate 1% of their time each year to community action.
This year we donated more time than ever before with 193
unique volunteers donating 2,565 hours to 74 impactful
causes.
Grant Giving
Throughout the year we run numerous campaigns to give
money to charity. Our headline campaigns are:
Community Action Grants - We allow employees who
reach their target to apply for a £500 grant to donate to a
charity of their choice. This year we distributed 15 grants
to eligible employees supporting causes across wellbeing,
education and the environment.
Christmas Give - Every year, TPXimpact makes a donation
on behalf of each employee to a charity of their choice. This
year we distributed over £10,000 in grants to causes that
our people really care about.
What’s next?
Togetherness: Focussing on bringing our teams and clients
together to create more of an impact through project
delivery, utilising our skills and passions.
Future Leaders expansion: Ensure that we are reaching
underserved communities through the Future Leaders
programme, expanding our reach outside of the south east
of England.
Lasting partnerships: Maintain supportive and consistent
relationships with our charity partners, giving them the
confidence and stability they need to deliver excellent
outcomes for beneficiaries.
Human Rights
TPXimpact is fully committed to preventing modern slavery
and human trafficking in our operations and supply chain.
We do not tolerate modern slavery in any of its forms and
have taken concrete steps to tackle and prevent modern
slavery as stated in our Modern Slavery Statement.
In the past year, we have conducted our annual risk
assessment of the capacity of the organisation to manage
and prevent the risks of modern slavery based on the
Global Slavery Index and the UK Government’s Modern
Slavery Assessment Tool (MSAT) framework. As part of the
assessment, we have mapped of our supply chain by taking
into account:
• The risk profile of individual countries based on the
Global Slavery Index
• The business services rendered by the suppliers falling
under high risk services (e.g. cleaning service suppliers
within personnel services)
• The presence of vulnerable demographic groups
Following the assessment we will conduct assurance testing
and have conversations with the Suppliers who are noted
as high risk to determine what they are doing to reduce
the risk in their supply chain. We also completed the UK
Government’s Modern Slavery Assessment Tool and we
have taken away progress points and started work on these.
In addition to this, TPXimpact includes Modern Slavery
Training as part of the onboarding material for any new
member of staff, and is populating information through
our in-house learning and development site. This material
includes external links to organisations and authorities that
are working to prevent this heinous crime. TPXimpact also
has a Whistleblowing Policy that encourages all employees,
customers and suppliers to report any suspicion of slavery
or human trafficking, internally without fear of retaliation.
TPXimpact Holdings plc | 43
Financial StatementsStrategic ReportCorporate Governance 2.02
£125k
FTE carbon tonne
(2.6 FY22)
invested in carbon
removals and avoidance
83%
38%
renewable energy
in UK (82% FY22)
reduction in
scope 1 emissions
44 |
Strategic Report
Corporate Governance
Financial Statements
Neil Clark | Planet Officer | Tanreece Chahal |
Sustainability Analyst
Leaving no trace
We understand that our impact on the planet includes
more than just our emissions. The climate and
ecological emergency needs an enormous number of
solutions, ranging from regenerative and restorative
programmes, big shifts in behaviour as well as
commitments to reducing our footprint. We look to
make a positive impact right across our sphere of
influence; from the people who work for TPXimpact,
to our industry peers, to those organisations we work
for and those who supply us.
We have therefore looked at our environmental impact as; company
impact, collective action and client and industry.
This year we have made significant improvements to our internal
reporting systems, giving us more confidence in our carbon data. We’ve
been using this data to inform decisions across the business from
procurement to employee engagement.
We have continued to employ radical transparency in everything
that we do for the planet, open sourcing our work and partnering with
like minded organisations such as BIMA Sustainability Council, W3C
sustainability web design guidelines and Umbraco Sustainability
Community Group.
We have also rethought the way that we account for our carbon liability.
Consciously moving away from industry voluntary carbon credits to a
more progressive and thoughtful environmental investment approach.
We have a history of planet advocacy at TPXimpact and we continue
to work to measure, reduce and remove our impact on the planet. We
are funding and supporting climate action, removing barriers for our
employees and raising awareness of the climate emergency. We are
increasing the amount of client work we do that has a positive impact on
the planet. We are playing an active role in industry wide changes.
TPXimpact Holdings plc | 45
PLANET continued
Employees
Empower our employees
Organisation
Leave no trace
Clients and partners
Drive change in our industry
Collective action
Ways of working
Behavioural change
Measure, reduce and
remove our footprint
Planet projects
Organisation
Measure
TPXimpact made two acquisitions this year, growing the
size of business operations by adding an office as well as
increasing our headcount and supply chain expenditure.
This has had a clear impact on our absolute carbon
emissions. Whilst our revenue growth did not correlate
to the increase in business operations and therefore our
carbon intensity ratio per £1m was therefore higher than
expected in FY23, there were still clear reductions in some
of the Greenhouse Gas (GHG) Protocol categories. A more
representative comparison for this year is the carbon
intensity ratio per head which decreased by 22%.
We have made significant changes to our carbon
accounting methodology this year, and as a result we have
also revised our carbon footprint for FY22 using the new
methodology to provide a meaningful comparison between
years. FY22 will now become our benchmark year in terms
of our science based reduction targets.
We continue to invest in improving our methodology to
ensure that we are reporting as accurately as possible. The
main change which has caused a large reduction in reported
emissions is reclassifying our contractors. Previously,
contractors would be treated as part of the supply chain
and given an emissions factor based on their industry.
Now we look at the emissions generated from contractors’
homeworking and commuting on our behalf instead, turning
our spend-based approach into a hybrid one which more
accurately reflects reality.
We’ve also improved our methodology in other ways.
We have updated our commuting survey to capture our
employee’s post-pandemic travel habits more accurately
and will be sending out an updated questionnaire annually.
We have also looked at key areas of our emissions where
we can move away from spend based data and use real
quantity data. This includes calculating flight emissions
based on km flown and calculating IT hardware emissions
based on the number of individual items procured. To see
our full methodology, please visit our Basis of Reporting
document on our website.
46 |
Strategic Report
Corporate Governance
Financial Statements
FY23 FY22 restated
% Change FY22 original
2.39
36.41
22.45
83.40
47.40
38.81
870.21
135.18
435.39
7.65
3.84
36.04
26.60
81.90
36.50
39.88
953.90
64.21
358.31
7.17
1,448.43
1,383.59
1,487.24
1,423.47
2.02
17.77
2.60
17.79
-37.8%
1.0%
-15.6%
1.8%
29.9%
-2.7%
-8.8%
110.5%
21.5%
6.7%
4.7%
4.5%
-22.3%
-0.1%
3.84
36.04
-
81.9
29.4
39.88
2344.99
64.21
285.74
7.17
2702.22
2742.00
5.01
34.28
Scope 3 - purchased goods and services
Purchased goods and services sees the largest change
between the original FY22 figures and the restated ones
due to contractor emissions being reclassified into other
categories. Much of our supply chain emissions in our
original FY22 carbon footprint were actually due to spend
associated with people working for the business. Overall
emissions dropped 8.8% in this category between FY22
and FY23. This category is by far the largest part of our
emissions. We have identified areas of our supply chain
which are large causes of emissions and have put forward
proposals to our Operational board on how we can
incorporate sustainability into our future procurement
policy. We hope to launch this policy in FY24.
TPXimpact Holdings plc | 47
Carbon report
Scope 1
Scope 2 location-based
Scope 2 market-based
Percentage of renewable electricity (UK)
Percentage of renewable electricity (Ovr)
Scope 1 + 2
Scope 3
Purchased Goods & Services
Business Travel
Commuting & Homeworking
Fuel & Energy
Scope 3 Total
Total
Per person
Per £1m
Scope 1
Our scope 1 emissions declined by 38%. This is due to our
strategy of moving offices away from gas heating. Our
Cardiff office switched from a gas-heated building to an
electrically-heated one using 100% renewable electricity.
We anticipate another large decrease in the next financial
year as we move into our new London office.
Scope 2
Location-based scope 2 emissions are up by 1%. This is
despite using electricity to heat more of our offices as
opposed to gas, and we also gained an extra core office
into our portfolio this year in Chesterfield. However,
market-based scope 2 emissions are down 16% despite the
above which highlights our drive to reach 100% renewable
electricity by 2030 to align with the 1.5 degrees of warming
reduction pathway of Science Based Targets initiative (SBTi).
83% of our UK electricity and 47% of our total electricity
now comes from renewable electricity tariffs.
Financial StatementsStrategic ReportCorporate Governance PLANET continued
Scope 3 - employee commuting
Reduce
Our employee commuting and home working emissions
have increased by 21%. This is largely due to the growth in
headcount as the emissions per employee has remained
stable despite the conducting of a new commuting survey
(0.46 tCO2e per employee in FY23 vs 0.45 tCO2e per
employee in FY22). More employees are commuting than
in our previous survey but the majority of these commutes
are on sustainable transport, 81% of commutes are done
via active or green transport methods such as walking,
cycling, electric car or public transport. Although we report
on homeworking emissions by using national average
consumption data and emissions factors, 47% of our
employees are on renewable energy tariffs and 4% of our
employees generate their own electricity. This is higher than
the national average and therefore reduces the impact of
our home working emissions.
Scope 3 - business travel
Our business travel emissions have increased by 111%. This
is partly due to increased travel as our habits readjust post-
pandemic but it is also due to the availability of data. We
have improved our reporting processes to receive more
granular data on business travel from our expenses so we
are now able to more accurately calculate the impact of
our travel on the environment. The 135.2 tCO2e generated
in FY23 is still below our pre-covid 19 level of 184.6 tCO2e
in FY20 despite considerable growth in the business. Our
travel emission breakdown is as follows:
Trains
Flights
Hotels
Driving
Other
43.0%
36.7%
12.5%
6.9%
0.9%
Our science based target
By 2030 we’ll halve our scope 1 emissions, use 100%
renewable electricity and reduce the economic intensity
of our scope 3 emissions by 58%. By 2050 we’ll reduce
our scope 1 emissions by 90% and reduce the economic
intensity of our scope 3 emissions by 97%.
FY30 Target
YOY Target
Scope 1
4.00
3.00
2.00
1.00
0.00
FY22 FY23
FY24
FY25
FY26
FY27
FY28
FY29
FY30
FY30 Target
YOY Target
Scope 2
80%
60%
40%
20%
0%
FY22 FY23
FY24
FY25
FY26
FY27
FY28
FY29
FY30
TPXimpact’s carbon intensity for clients
Scope 3
We understand that many clients would like to calculate
the emissions resulting from working with TPXimpact and
that there are different ways in which companies will count
their scope 3 emissions, so we are providing three different
economic intensity emissions factors.
• Scope 1 & 2 emissions per £1m revenue - 0.46 tCO2e/£1m
• Scope 1, 2 & owned* 3 emissions per £1m revenue - 7.37
tCO2e/£1m
• Scope 1, 2 & 3 per £1m revenue - 17.77 tCO2e/£1m
* Owned scope 3 emissions include everything except supply chain
emissions from our purchased goods and services.
20.00
15.00
10.00
5.00
0.00
48 |
FY30 Target
YOY Target
FY22 FY23
FY24
FY25
FY26
FY27
FY28
FY29
FY30
Strategic Report
Corporate Governance
Financial Statements
We are ahead of target for our scope 1 reductions but still
have work to do on our scope 2 and 3.
• We now report quarterly on carbon emissions internally.
Reports are shared with senior leadership and Board
members and are discussed at the ESG Committee.
This increase in reporting regularity allows us to act
more quickly to make reductions where opportunities
are spotted and helps to keep the planet high up the
leadership agenda.
• We moved offices in Cardiff from a gas-heated office to
one which uses no gas and 100% renewable electricity.
• We now give refurbished laptops to our new starters
which has drastically reduced the emissions in this area
and also saved the business money, demonstrating how
emissions reductions and economic benefits can often
come together. Impact on the environment has also
been enshrined as one of the multiple factors in our IT
procurement policy.
• We have disposed of over 60 laptops with our
decommissioning partner Klyk. The vast majority of these
were given a second life with social value enterprises and
the remaining non-working devices were recycled. This
resulted in a carbon saving of 5 tCO2e.
• Our Octopus Electric Vehicle (EV) leasing scheme has
opened up the possibility of EV ownership to a wider
range of people through a tax efficient salary sacrifice
scheme. Our scheme now has 23 cars on the road, which
is a 75% increase from last year. There are a further six
cars awaiting delivery. Given that lifetime emissions
from an EV are over two thirds lower than a vehicle with
a combustion engine, these cars are contributing to the
decarbonisation of the transport industry, as well as
reducing our own carbon emissions.
Remove
In 2020 we made a commitment that we would pay back
the historic emissions debt of any company that we brought
into the group by March 2023. That meant measuring and
offsetting all of their historic emissions, from the date they
were each incorporated.
To accomplish this, we used the years we had carbon data
for to give us an average tonnage vs revenue to work out our
historic emissions. We then applied a social cost of carbon
of $51 per ton as our internal carbon price, and used the
resulting £100,000 budget to invest in TIME CO2’s Planet
Portfolio. We have since added £25,300 to this investment
to account for our FY23 carbon output.
Carbon
4,886
Tons of Carbon protected
for 1 year
493
Tons of C02 removed
2,339
Tons of C02 reduced
Nature
526
Seedlings/trees planted
54
45
Tons of waste biomass
reused
Hectares of critical
ecosystems protected
Community
592
46
2.26
People directly benefited
(estimate)
Hours of training
(estimate)
Small businesses supported
(estimate)
TPXimpact Holdings plc | 49
Financial StatementsStrategic ReportCorporate Governance Digital & data foundations
• Our data platform underpins the DEFRA and Environment
Agency’s data services. All of the data on the platform is
freely available to anyone via API. For example the flood
telemetry data is refreshed every 15 mins and the service
gets millions of requests a day from the likes of the BBC
and Met Office right through to charities fighting water
pollution.
• Our approach and data platform also underpins the UK
Government’s emissions dashboard which was presented
by Sir Ian Diamond at COP26, as well as the Scottish
Government’s climate data. The level of transparency and
self service help drive the awareness and trust needed
for action.
• For a major conservation charity we have built their digital
advertising revenue from nothing in 2020; to in excess of
£0.5m in FY23, with a return on ad spend of 2.5x.
Industry collaboration
We believe it’s vital for our industry to actively work
together to help reduce the significant impact we’re
collectively having on the planet.
With that in mind, our employees are playing crucial roles
in the BIMA Sustainability Council, W3C sustainability web
design guidelines and Umbraco Sustainability Community
Group. Each one of these groups contain multiple
organisations that we compete against when bidding for
new business, but these cross company alliances lead to
vital advances in open, honest communication about things
like best practices, case studies, client challenges, and
supplier pressure.
The outputs from these groups are already leading to
positive change within our industry and will continue as
what they’re working on now gets released during FY24.
Our employees continue to also be regular speakers and
contributors at industry conferences, highlighting the vital
role the industry has in avoiding the worst of the climate
and ecological emergencies.
PLANET continued
We chose a portfolio solution because it allows us to
holistically support multiple, high-quality projects. Even
more importantly, it allows us to focus on the outcomes
we want to create – like creating jobs and protecting
endangered species – and not just count tonnes of carbon.
TIME CO2’s portfolio approaches corporate responsibility to
the planet differently, focussing on what the planet needs to
achieve a net-zero, nature-positive world, instead of merely
purchasing the cheapest carbon credits available to achieve
“carbon neutral” claims.
Our support for the planet is spread across 13 projects and
seven countries via the Planet Portfolio, with each project
contributing to multiple, overlapping benefits. The largest
share of projects focus on carbon removal. Several focus
on eliminating potent greenhouse gases like refrigerants.
A third of the projects are outside of the carbon markets
entirely, focusing on what the planet needs, regardless of
carbon crediting ability. Here is what our contribution to the
projects has accomplished to date;
Clients and partners
This year, revenue from planet related projects and clients
made up 3.5% of our total revenue, up from 1% in FY22. Our
passion and experience in this area is shining through when
we’re bidding for work and when we’re shaping new projects
with existing clients. Some highlights of this work include:
Policy & strategy
• We worked with the Department of Energy Security and
Net Zero to accelerate the development of two heat
networks in the UK. Our research, analysis, prototyping
and testing has led to proposals for two end-to-end
services for those involved in coordinating heat network
zones and connecting to heat networks.
• We worked with the Connected Places Catapult to show
how councils can overcome the challenges of drawing on
private investment to fund local authority’s transition to
net zero.
Community engagement and participation
• We ran the climate and biodiversity citizen’s and young
people’s assemblies for Barnet Council and are currently
planning the first regional climate assembly in South
Yorkshire.
• In partnership with West Yorkshire Combined Authority
we ran the mayoral innovation prize for young people’s
entrepreneurial ideas related to reducing West Yorkshire’s
emissions.
• We enabled local people, community groups and
businesses to help develop a shared vision and
co-design elements of the Wild Ingleborough project.
50 |
Strategic Report
Corporate Governance
Financial Statements
Employees
Planet ERG
There are approximately 29 million payrolled employees
within the UK. We believe that there is a huge amount of
collective power that could be leveraged if employers
properly encourage and incentivise climate action and
behaviour change amongst their employees.
We don’t think that businesses should expect employees
to carry the burden of solving the climate and ecological
emergencies on their own. Therefore, we have facilitated
positive environmental impact through the power of our
employees:
• Continuing to promote our Octopus Electric Vehicle (EV)
leasing scheme with 23 cars now on the road.
• Maximised the amount of money our employees can use
on our Cycle Scheme to £10,000.
• Donated over 200 hours to planet related projects or
organisations this year.
• 34% of our UK employees chose to nominate Rewilding
Britain to receive their Christmas Give donation.
• We have continued to encourage the use of Ecosia
throughout our business as a search engine. To date we
have performed 93,378 searches, financing the planting
of 1,827 trees.
Our Climate ERG ran a Clean Up Month in September to take
action against the various forms of waste in our society and
business.
50 people attended our drop in sessions to learn more
about how to clean up their Gmail, Gdrive and social media;
the software industry now accounts for more emissions
than the aviation, shipping and rail industries combined.
20 people picked litter across Hackney, Sofia and Bristol.
During our repair cafe run by the Restart Project, six items
were fixed, saving 8kg of waste and 291 kg Co2 emissions;
the same as watching 505 hours of TV.
60 people attended our event with the Sustainable Digital
Infrastructure Alliance (SDIA) to discuss how to decarbonise
the digital industry, with a particular focus on websites.
The group finished off the calendar year by providing an
alternative 12 days of Christmas all about how to reduce
your footprint during the festive period, with many other
employees contributing their own ideas.
What’s next?
Reduction: Continue to develop and implement our
credible transition plan, investing in implementations
that support the reduction targets that we’ve set to
align with global warming well below 2 degrees from
pre-industrial levels.
• Moving offices to more sustainable buildings
• Increasing renewable energy consumption within
buildings
• Continued rollout of sustainable procurement
practices
Credibility: Achieve ISO14001 and B Corp certification,
ensuring that our systems and performance are
credible when it comes to the environment.
Governance: Ensure that climate risks are properly
integrated into our governance structure and decision-
making processes and that the Board and leadership
are accountable.
TPXimpact Holdings plc | 51
Financial StatementsStrategic ReportCorporate Governance CLIENT DISCLOSURE REPORT
Client disclosure
We’re a purpose-driven business and want to ensure the
work that we do is helping us to contribute to both our
commercial and impact ambitions. 72% of our revenue this
year came from the public services sector (FY22: 72%).
Income by sector
Income by subsector
Central government 29%
Local government
Health
Charities, trusts and
foundations
Financial services
Technology
Transport
Utilities
Other
16%
12%
11%
9%
5%
3%
2%
13%
Public services
Commercial
72%
28%
52 |
Strategic Report
Corporate Governance
Financial Statements
We have a framework for handling sectors which may be seen as controversial so that we can be confident that the
clients we work with are aligned with our values. To ensure that we are accountable and responsible for the work that
we do, we publish any revenue from controversial sectors each year in our client disclosure report. 2.2% of our revenue
this year came from potentially controversial industries compared to 3.1% in FY22.
% revenue from
potentially
controversial sectors
% revenue from high
carbon clients
This list of potentially controversial sectors
is taken from the International Finance
Corporation and ethical investment criteria.
High carbon clients work in industries with high carbon emissions
as identified by the International Energy Agency (IEA) and the
Environmental Protection Agency (EPA).
0%Arms
0%Politics
0%Tobacco
0%Religion
0%Gambling
0%Pornography
0.1%Alcohol
0%Aviation
0%Chemicals &
petrochemicals
0%Concrete & cement
1.4%*
Coal, oil & natural gas
0%Iron, aluminium and steel
manufacture
0%Plastics
0%Meat & dairy
0%Private cars
1.2%Timber, pulp & paper
0.6%Trucking & shipping
* Our 1.4% is from a utilities company responsible for
maintaining the gas network
TPXimpact Holdings plc | 53
OUR SECTION 172 STATEMENT
The directors of TPXimpact must act in accordance with
a set of general duties. Section 172 of the Companies Act
requires Directors to take into consideration the interests of
stakeholders in their decision-making and is summarised as
follows:
“A Director of a company must act in a way they consider, in
good faith, would be most likely to promote the success of
the company for the benefit of its shareholders as a whole
and, in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long-
term
• The interests of the company’s employees
Engagement with stakeholders
We acknowledge the inherent link between our business’s
success and its influence on our people, places, and
the planet we serve. Establishing robust and meaningful
relationships, along with ongoing engagement with our
clients, suppliers, employees, shareholders, and the
environment, is essential for long-term prosperity and
positive outcomes.
By engaging stakeholders effectively, we cultivate trust,
enhance our reputation as a socially responsible enterprise,
and gain the capacity to create sustainable solutions for our
people, planet, and communities.
• The need to foster the company’s business relationships
with suppliers, customers and others
Our clients
We believe in a world enriched by people-powered digital
transformation. Working together in close collaboration, we
want to help our clients reimagine organisations, services
and experiences to accelerate positive change and build a
future where people, places and the planet are supported
to thrive.
Led by passionate people, we care deeply about the
work we do and the impact we have in the world. Working
alongside our client’s teams, we work to understand their
unique challenges and find new ways forward together;
challenging assumptions, testing new approaches and
building capabilities, leaving them with the tools, the insight
and the confidence to continue iterating and innovating.
How we engage with our clients:
We engage with our clients by working alongside them,
leveraging our scale and breadth of expertise to address
their most complex challenges. Our approach is agile and
adaptable, allowing us to understand and respond to their
specific needs with empathy. As a sizable organisation, we
have the capacity to deliver solutions at scale. Our work is
driven by our purpose, which permeates every aspect of our
client engagements—from our methodology to the results
we achieve together.
Engagement outcome:
Details on the engagement with our clients can be found in
our case study section, please see page 9.
• The impact of the company’s operations on the
community and environment
• The desirability of the company maintaining a reputation
for high standards of business conduct, and
• The need to act fairly between shareholders of the
company”
This section serves as our Section 172 statement.
The Board considers, both individually and together,
that they have acted in the way they consider, in good
faith, would be most likely to promote the success of the
Company for the benefit of its shareowners as a whole
(having regard to the stakeholders and matters set out in
Section 172(i)(a-f) of the Act in the decisions taken during
the year ended 31 March 2023).
The Board recognises that engaging with the Company’s
stakeholders is paramount to achieving our vision and
business success. When making decisions, the Directors
prioritise the interests of our people and other stakeholders,
considering the community, environment, and the
Company’s reputation. We understand that sustaining the
Company’s long-term success is closely tied to stakeholder
value and engagement, making it a fundamental aspect of
our business.
Stakeholder engagement has been integral to our business
since its inception. Within our Section 172 statement, we
take this opportunity to showcase how the Board engages
with stakeholders and its impact on decision-making and
strategies.
The Directors are fully committed to fulfilling their
responsibilities under Section 172 of the Act. Our aim is
to act responsibly, ensuring that the business operates
in alignment with high standards of conduct and good
governance. Management is also dedicated to upholding
these principles throughout the organisation.
54 |
Strategic Report
Corporate Governance
Financial Statements
Our shareholders
We prioritise the equal and fair treatment of all our
shareholders, aiming for them to reap the full benefits of
our ongoing success in both our impact and commercial
endeavours. It is crucial that our shareholders comprehend
and endorse our goals, as their enduring trust is vital to
support our growth initiatives.
How we engage with our shareholders
At TPXimpact, we place great importance on actively
engaging with our shareholders to foster a strong and
collaborative relationship. We understand that our
shareholders are crucial stakeholders who contribute to our
ambition for strong and predictable growth and profitability.
To ensure effective communication and transparency,
we employ a variety of channels to engage with our
shareholders. Investor roadshows offer an excellent
platform to showcase our company’s sought-after
offerings within the growing UK Software and IT Services
market. These roadshows allow us to connect directly with
shareholders, providing them with valuable insights into our
strategy, performance, and future prospects.
Our Annual General Meeting (AGM) is another significant
event where our Chairman, Non-Executive Directors, and
Executive Directors actively participate. This ensures
engagement with a broad range of shareholders, giving
them the opportunity to voice their opinions, ask questions,
and provide feedback. We believe in openness and
transparency, and the AGM serves as a platform to reinforce
this commitment.
We also recognise the importance of timely and accurate
communication through stock exchange announcements.
These announcements enable us to provide shareholders
with critical updates on key developments, financial results,
and other material information affecting the company.
Our Annual Report serves as a comprehensive overview
of our business performance, strategy, and governance
practices. It provides shareholders with a detailed
understanding of our operations, financials, and our
approach to sustainability and responsible business
practices.
Furthermore, our Executive Directors, Björn Conway and
Steve Winters, maintain regular and direct contact with
both existing shareholders and potential investors. Through
email, calls, and face-to-face meetings, they ensure ongoing
communication, address queries, and provide insights into
our vision, performance, and future plans. This personalised
approach strengthens our relationships and enables us
to understand and respond to the specific needs and
expectations of our shareholders.
We deeply value the support and trust of our shareholders,
recognising that their investment is an important
contribution to our growth and success. We remain
committed to delivering purpose in a positive way,
converting revenue growth into margin improvement and
creating long-term value for our shareholders.
Engagement outcome:
In September 2022, TPXimpact appointed Björn Conway as
the new CEO and Steve Winters as the CFO. Over the next
6 months, Björn and Steve actively engaged with
shareholders to establish strong relationships and gain
insights into their perspectives and business concerns.
These interactions took place through both face-to-
face and virtual meetings, ensuring accessibility for
all shareholders to connect and ask questions to the
new management team. The support received from
shareholders towards Björn and Steve during this period
has been commendable. Meanwhile, the management team
dedicated their time to comprehensively understand the
business and develop an ambitious, but achievable three-
year strategy and plan.
Our suppliers and business partners
At TPXimpact, our suppliers and business partners play
a vital role in delivering our services and maintaining our
productivity. When entering into a business relationship
with us, they consider several important factors. These
include the overall success of our business, the opportunity
for long-term partnerships, and the establishment of trust
and credibility.
Ethical considerations are also paramount in our
collaborations. We actively promote and uphold principles
such as anti-corruption and bribery, human rights, and the
prevention of modern slavery. Our suppliers and business
partners align with these values, ensuring that ethical
standards are upheld throughout our operations.
How we engage with our suppliers and business
partners
At TPXimpact, we prioritise cultivating strong relationships
with our partners through regular meetings, joint planning,
and open communication. This collaborative approach
enables us to align our goals, exchange valuable insights,
and tackle challenges together. We highly appreciate the
input and expertise of our partners, as we understand that
their contributions are pivotal to our overall success.
Our strategic partnerships with industry leaders Microsoft,
Amazon Web Services (AWS), and Google (GCP) are founded
on trust. These partnerships are built upon our partners’
recognition of our extensive sector knowledge, technical
expertise, diverse capabilities, exceptional service, and
robust client relationships. The acquisitions of RedCortex
and Peak Indicators have accelerated the growth of this
relationship. Their Gold Partner status across multiple
disciplines has further advanced our ability to perform
partnership programmes with Microsoft of significant value.
TPXimpact Holdings plc | 55
OUR SECTION 172 STATEMENT
continued
Our planet
We recognise the untapped potential for collective action
and behaviour change among employees in driving climate
action. That’s why we have implemented various initiatives
to empower our employees and the business as a whole to
make a positive environmental impact.
Engagement outcome:
Details on the engagement with our planet can be found in
our dedicated planet section, please see pages 44 to 53.
Our places
We are committed to making a positive impact in the
communities where we operate. Through our time pledge,
each employee is empowered to dedicate two days per
year to engage in community action. This can take the
form of voluntary work, pro-bono services for charities, or
participation in projects with charitable objectives. Whether
organised by the company or initiated by employees
themselves, these initiatives allow us to actively contribute
to meaningful causes.
Engagement outcome:
Details on the engagement with our communities can
be found in our dedicated places’ section, please see
pages 40 to 43.
Engagement outcome:
Through our partner engagement program, we have
fostered strong relationships that enable us to gain a deep
understanding of our partners’ specific requirements.
This understanding allows us to leverage our customer
relationships and capabilities to provide tailored solutions.
The acquisition of Peak Indicators and Swirrl has further
enhanced our Microsoft relationships and capabilities. This
enhancement was demonstrated in our collaboration with
Durham County Council. The council faced the challenge
of organising unstructured historical collections with
inconsistent metadata and making them accessible online.
TPXimpact partnered with the council, leveraging cloud-
based AI and Microsoft’s technologies. Natural Language
Processing (NLP) assigned tags and converted audio/video
to text, while Cognitive Search enabled robust querying.
Azure services effectively managed data flow throughout
the process. You can read more about this by visiting our
website.
Our people
At TPXimpact we provide a place for our people to belong.
To join people who care about the world and the work they
do. When you work with us, you’ll have more room to think
and innovate, more flexibility, and more opportunities to
deliver the change that matters most.
Our people are fundamental in offering our partners and
clients the knowledge, deep expertise and creativity
they are seeking to enable them to deliver the outcomes
required. A great business is supported by a diverse range
of people, thoughts, ideas and solutions. We ensure we
recruit the very best person for the role, providing them with
the benefits, salary and time to deliver their best work.
Engagement outcome:
Details on how we engage with our people can be found in
our dedicated People section, please see pages 34 to 39.
56 |
Strategic Report
Corporate Governance
Financial Statements
RISK AND RISK MANAGEMENT
The success of TPXimpact depends on the proper management of risk. TPXimpact has a governance structure to identify
and monitor relevant risk at all levels of the business. The risks identified are ranked by likelihood and potential impact and
then tracked through regular Board meetings. Once risks are identified, management will formulate and deploy mitigating
strategies.
The principal risks and uncertainties that the Board believe could have a significant adverse impact on TPXimpact are
set out below. The table is not intended to be exhaustive and the principal risks are not listed in order of seriousness or
potential impact.
There may also be risks that are not currently considered to be serious or which are currently unknown and risks that
are outside of the business’s control. Where reasonably possible, TPX has taken steps to manage or mitigate the risks, or
potential risks, but it cannot entirely safeguard against all of them.
Risks specific to the climate are outlined within the TCFD report on pages 74 to 77.
Risk
Impact
Mitigation
Impact of recession
Recession could impact the digital
transformation spend of our customers
and impact the revenue of the Group.
Our revenue is heavily weighted towards public
sector spend. This should mitigate the risk of
recession impacting revenue as we anticipate
that Government will continue to invest (subject
to the impact of possible spend delays linked to
a General Election).
We see digital transformation as a route to
create efficiency gains and cost savings within
both public and private sector contexts so we
anticipate continued spending in a recessionary
environment.
Inflation
Inflation will increase the cost of our
workforce (employees as well as
contractors) putting pressure on our
margins.
Pricing of new business proposals and review
of rate cards takes account of inflationary
pressures on the cost base, and therefore
provides margin protection.
Impact of General
Election
A change of UK Government following
a General Election could impact the
digital transformation spend of Central
Government (a key client of the Group)
and, therefore, our revenue.
In addition to spend appetite, there is
the associated risk of delays in project
approvals both before and after a
General Election. During these periods
of ”purdah” departmental spend is
reassessed and new priorities may be
identified.
We continue to provide competitive pay
and benefits to our employees and have
implemented salary increases that reflect the
impact of inflation. These increases support
employee retention, which has multiple benefits
to the business, including predictability of staff
costs and, therefore, sustainable margins.
Digital transformation is often a route to create
greater efficiency and cost savings within a
government department.
Our belief is that the Central Government
appetite to use technology to deliver better
and more efficient public services will continue
regardless of the political party (or parties) in
power.
TPXimpact Holdings plc | 57
RISK AND RISK MANAGEMENT
continued
Risk
People
Impact
Mitigation
The quality of the services provided
by the Group’s businesses is
fundamentally derived from the quality
of the Group’s people.
Our People strategy aims to attract people with
skill sets matching clients’ needs and then retain
our people with appropriate rewards, satisfying
work and a supportive environment.
The Group’s performance could
therefore be adversely affected if it is
not able to recruit, train or retain key
talent in the Group.
The Group relies upon the
confidentiality, integrity and availability
of its IT systems internally and as part
of its service offerings to customers.
Cyber security events are occurring
more frequently, and attacks are
designed with greater complexity.
A major cyber security event causing
loss of availability or loss of customer
data could limit the Groups’ operations,
expose the Group to fines and cause
reputational damage.
The Group is required to report against
and meet certain financial performance
thresholds (“Covenants”) under the
terms of its bank debt facility. The bank
has the right to demand immediate
repayment of borrowings if these
performance covenants are not met.
In the event that the bank made
immediate demand for repayment of
the current debt facility, the Group
would likely face a materially higher cost
of capital or, in extreme circumstances,
be made insolvent.
Our goal is to have a diverse workforce that
replicates the diversity of where we operate. The
Group puts togetherness and purpose at the
forefront of what we do in order to become an
employer of choice for employees. We actively
set our KPIs to focus on the diversity of our
workforce as well as our financial targets.
The Group has received ISO27001 accreditation
for its two largest divisions and intends to
broaden the scope of these accredited security
standards across the wider business during
FY23/24.
TPXimpact utilises enterprise-grade, public
cloud ‘as-a-service’ solutions which meet the
National Cyber Security Centre (NCSC) Cloud
Security Principles.
Measures are in place to provide end-point
protection, malware protection and data leakage
prevention. Access to applications is managed
with role based permission controls and a
security incident management system is in
place to report, assess, escalate and respond if
a cyber security event occurs.
The Group enjoys a supportive and transparent
relationship with HSBC, who have provided debt
facilities to TPXimpact since 2019.
HSBC’s recent review of the Group’s short/
medium term cashflow forecasts has been
successfully concluded. The review has resulted
in a re-based covenant profile which the Group
believes matches the growth ambitions of the
business whilst enabling necessary investment.
Cyber security
risk
Funding
58 |
Strategic Report
Corporate Governance
Financial Statements
Risk
Commercial
Compliance
Transformation
Internal Control
Impact
Mitigation
TPXimpact operates in a highly
competitive market against a broad
spectrum of suppliers, from large
global consultancies and technology
companies to smaller, niche operators.
The Group has to balance the dynamics
of delivering high quality service
alongside fair pricing to both retain
clients and win additional clients whilst
also delivering appropriate margin for
the Group’s stakeholders.
The Group’s increasing scale and larger
public sector contract wins requires
a more sophisticated approach to
managing compliance risk across a
broad estate - information security;
data protection; insurance; ISO
certifications; Modern Slavery; IR35;
Health & Safety.
Failure to manage these areas
effectively could lead to breach of
contract, business interruption, client
relationship damage, new business
headwinds, regulatory fines and
reputational damage.
The Group is committed to a significant
transformation journey - taking a
series of individual legacy companies
through a divisional structure to the
ultimate destination of one Digital
Transformation business and one Digital
Experience business.
This complex journey presents a
series of challenges from building a
unified brand with market traction to
maintaining change momentum with
our people and deploying end-state
infrastructure into a dynamic business
environment.
The span of TPXimpact’s consolidated
operations is now broader than any of
its individual legacy businesses.
An increasingly mature system of
internal controls is needed to ensure
that the risks implicit to scale are
actively managed.
The Group’s increasing scale has resulted in
larger contract wins and deeper relationships
with key clients (as TPXimpact becomes a more
significant component of a client’s supplier
landscape). We are proactively building a longer
term client relationship approach as we seek to
bring more of the Group’s service offerings to
these key relationships.
Our client focus is on high quality outcomes and
high quality relationships. We believe this is the
commercial foundation on which we can deliver
appropriate returns for our stakeholders.
The Group’s central operations model is
maturing to manage and mitigate these
compliance risks, with appropriate, dedicated
resource.
A focus on standardised, secure and scalable
processes configured around ISO standards is
driving an improved culture of risk management
through the Group.
The Group has created the Operational Board
forum to bring together HR, operations and
finance leads from across the business to
establish and deploy the central operations
framework. This collaborative approach helps to
assess the functional needs of the business in
its current and future state and seeks to mitigate
(or actively accept) the impact of change.
External consultants are engaged to supplement
internal project teams and to ensure delivery
of effective outcomes and systems, which the
Group can operate independently post go-live.
The Group has adopted an ISO compliant
business management system to embed
the internal control procedures needed for a
business operating at scale.
TPXimpact has received ISO27001 (Information
Security) and ISO9001 (Quality) accreditation for
its two largest divisions and intends to broaden
the scope of these accredited standards across
the wider business during FY23/24.
TPXimpact Holdings plc | 59
NON FINANCIAL INFORMATION STATEMENT
This section constitutes TPXimpact’s Non-Financial Information Statement and is produced to comply with Sections
414CA and 414CB of the Companies Act 2006.
Reporting requirements
Relevant policy/code
Location
Environmental matters
Sustainability policy
Employees
Human rights
Social matters
Code of conduct
Health and safety policy
Anti-bribery and corruption policy
Whistleblowing policy
Modern slavery policy
Data protection policy
Modern slavery policy
Stakeholder engagement
Stakeholder engagement
Anti-bribery and anti-corruption
Anti-bribery and corruption policy
Community action policy
Whistleblowing policy
Principal risks
Business model
Non-financial key performance indicators
Available upon
request
Pages 57 to 59
Pages 17 to 24
Pages 31 to 33
The Strategic Report was approved by the Board and signed on behalf by Björn Conway, Chief Executive Officer,
on 5 September 2023.
Björn Conway
Chief Executive Officer, TPXimpact
60 |
Strategic Report
Corporate Governance
Financial Statements
CORPORATE
GOVERNANCE
TPXimpact Holdings plc | 61
BOARD OF DIRECTORS
Mark William Smith
aged 67, Non-Executive Chairman
Appointed Date: December 2018
Experience, relevant skills and contributions to the board:
Mark has held several senior roles in a variety of businesses
across several sectors. He is a qualified chartered
accountant and was one of the five founders of Chime
Communications plc where he spent over twenty-five years
as Chief Financial Officer and subsequently Chief Operating
Officer until Chime was acquired by Providence Private
Equity in 2016.
Mark is currently Non-Executive Chairman of Holiday
Extras, a market leader in the provision of online ancillary
travel services, where he has been Chairman for 6 years
and Non- Executive Director for 19. He is also Chairman of
Merit Group plc (Previously The Dods Group), an AIM-listed
political and business intelligence company, operating in
over 50 countries, Chairman and Non-Executive Director
of The Unlimited marketing Group a private equity-owned
marketing services group and Non-Executive Chairman of
Cognito Europe Limited. They are a private consultancy
specialising in marketing for Finance, Technology and
Professional Services. Mark is also Chairman of the
Employee Ownership Trust of Thinks Insight and Strategy.
External Appointments:
Non-Executive Chairman of Holiday Extras, Non-Executive
Chairman of Merit Group, Senior Adviser to the Sanctuary
Counsel, Chairman of the Employee Ownership Trust of
Thinks Insight and Strategy, Chairman and Non-Executive
Director at Unlimited Group and Non-Executive Chairman
of Cognito Europe Limited.
Committee membership and Board attendance:
Audit, Risk and AIM Rules Compliance Committee,
Remuneration Committee. 100% attendance.
62 |
Björn Alex Paul Conway
Stephen Richard Winters
aged 55, Chief Financial Officer and
Company Secretary
Appointed Date: October 2022
Experience, relevant skills and contributions to the board:
Steve joined TPXimpact in April 2022 to lead a number of
finance transformation initiatives throughout the business,
subsequently being appointed CFO. Prior to TPXimpact,
Steve was a long-standing member of the leadership team
at WPP plc where he worked for over twenty years, most
recently as Deputy Group CFO, and prior to that, as Group
Chief Accountant. Steve was also a non-executive director
and Audit Committee member of Chime Communications
from 2016 to 2019
External Appointments:
Director, Wise Addition Limited.
Committee membership and Board attendance:
ESG Committee. 100% attendance.
aged 54, Chief Executive Officer
Appointed Date: October 2022
Experience, relevant skills and contributions to the board:
Björn joined TPXimpact as CEO in October 2022. Björn’s
brief was to stabilise the business, establish a new vision,
strategy, and 3 year plan.
Björn has worked in professional services since 1994, as
a Partner leading business transformation work at PA
Consulting, and then as a Senior Partner at EY.
Between 2011 and 2016, Björn led EY’s UK Government and
Public Sector team operating across central government,
local government, health and infrastructure. The business
doubled in size over five years and was EY UK’s largest
market segment. In this role, he gained experience of scaled
consultancy as well as an awareness of the limitations of
traditional consultancy working.
Recently, Björn has concentrated on building a number
of private businesses, including Dx3 where, as Founding
Partner, he has focused on building integrated, full-spectrum
digital transformation businesses.
External Appointments:
Founding Partner DX Cubed LLP
Committee membership and Board attendance:
100% attendance.
TPXimpact Holdings plc | 63
Financial StatementsCorporate GovernanceStrategic Report
BOARD OF DIRECTORS continued
Christopher Paul Sweetland
Isabel Jane Kelly
aged 68, Non-Executive Director
Appointed Date: December 2018
aged 57, Non-Executive Director
Appointed Date: December 2018
Experience, relevant skills and contributions to the board:
Experience, relevant skills and contributions to the board:
Chris qualified as a chartered accountant with KPMG before
spending 9 years overseas in a variety of financial roles
with PepsiCo Inc. In 1989 when he was CFO for the Central
Europe Beverages division, he was recruited by WPP plc’s to
be part of their small central team.
Chris retired from his role as WPP’s Deputy Group Finance
Director in 2016, having been involved in all aspects of
operations, investor relations and the many acquisitions that
built that group. Chris represented WPP plc on the boards of
a number of companies both in the UK and overseas.
Since his retirement, Chris has taken on a number of Non-
Executive Director roles, including TPXimpact Chris is also a
Non-Executive Director and Chair of the Audit Committee
at Unlimited Marketing Group, a private equity-owned
marketing services group.
External Appointments:
Non-Executive Director at Unlimited Group, Non-Executive
Director of M&C Saatchi plc (Post period end).
Committee membership and Board attendance:
Chairman of the Audit, Risk and AIM Rules and Compliance
Committee. 100% attendance.
Isabel is the founder of Profit with Purpose, and co-founder
of ESG-Experts, both provide consultancy to companies
on fulfilling their social and environmental objectives and
related legal requirements. She is an Industry Careers
Advisor for MBA students at the Saïd Business School,
Oxford University, and sits on the Board of Big Give, the UK’s
largest match-funding charity.
In 2002 Marc Benioff, CEO of Salesforce.com, hired Isabel
to establish the Salesforce Foundation internationally. For
12 years she grew and led an international team delivering
technology, grants and programmes in 110 countries, as well
as generating annual revenue of $12m to fund the work.
Isabel worked at Oxfam and Amnesty International for
12 years prior to joining Salesforce.
External Appointments:
Trustee of Big Give, Fellow of the RSA.
Committee membership and Board attendance:
Chair of the ESG Committee and Remuneration Committee
100% attendance.
64 |
Strategic Report
Corporate Governance
Financial Statements
Neal Narendra Gandhi
Rachel Cecilia Neaman
aged 55, Founder & Non-Executive Director
Appointed Date: December 2018
aged 58, Non-Executive Director
Appointed Date: October 2020
Experience, relevant skills and contributions to the board:
Experience, relevant skills and contributions to the board:
Neal is a serial tech entrepreneur having co-founded four
companies that he exited successfully with a combined
value of £117m. He co-founded his first company at the
age of 21 and, under the brand name of Jungle.com, that
company went on to be sold to GUS for £37m. In 1996 he
co-founded Xplora and sold it to Nasdaq-listed USWeb
in 1998.
Neal then co-founded Attenda, a managed services
consultancy that went on to be sold for £72m; one part
to Telecity plc and the other to Darwin Private Equity. In
2006 he founded QuickStart Global, an offshore IT service
provider, which grew rapidly, and in 2010 was listed in the
Sunday Times Tech-Track 100 at number 3, his second
company in that list with Attenda having been listed at
number 2 in 2001.
In 2016, Neal founded The Panoply (now TPXimpact) where
he led the company through 16 acquisitions and made the
strategic decision to move from a holding company model
to a fully integrated group company. In September 2022,
he stepped back from the CEO role and became a Non-
Executive Director.
External Appointments:
Director of Spin Energy SRL, Director of Bridgelink Alpha SRL.
Committee membership and Board attendance:
100% attendance.
Rachel has extensive experience in digital leadership and
transformation, having held several senior positions in the
public, private and not-for-profit sectors, including as a CEO.
She was the first Chief Digital Officer at the UK Department
of Health where she developed its first digital strategy. She
is now a business advisor, leadership coach and executive
mentor and runs her own consultancy providing strategic
advice to executives and Boards. She is also a High-Risk
Assurance Reviewer for the Cabinet Office’s Infrastructure
and Projects Authority (IPA).
Rachel also brings significant additional advisory experience
to the Board. She is an independent Governor of Birkbeck
College, University of London, where she established and
chairs its first Digital Committee, a member of the Board
of the Campaign for Social Science, part of the Academy
of Social Sciences, and a member of the Advisory Board of
Digital Health.London. For ten years she was on the Board
of Digital Leaders of which she is a former Chair. She has
been featured in Computer Weekly’s list of Most Influential
Women in IT since 2016.
External Appointments:
Faculty Member of Holos Change Ltd, Partner at Strengths
Unleashed Ltd, Faculty Member at the Public School of
Technology, Director of Neaman Consulting, Governor of
Birkbeck College University of London, Non-Executive Board
Member at the Academy of Social Science, Advisory Board
Member of DigitalHealth.London, Fellow of the RSA.
Committee membership and Board attendance:
Member of the ESG Committee. 100% attendance.
TPXimpact Holdings plc | 65
Financial StatementsCorporate GovernanceStrategic Report CORPORATE GOVERNANCE REPORT
TPXimpact is deeply committed to maintaining proper
standards of good corporate governance and has
established a corporate governance model based on the
key principles of the Quoted Companies Alliance Corporate
Governance Code (“QCA Code”). As part of this
commitment, we would like to outline how the Company
addresses the ten broad governing principles defined in
the QCA Code.
Under our corporate governance model, the Non-Executive
Chairman assumes responsibility for ensuring the overall
leadership of the Board and its effectiveness. This ensures
that the Board operates in an accountable, transparent and
ethical manner, and is aligned with the interests of all
stakeholders.
TPXimpact operates a business model and growth strategy
that prioritises the generation of shareholder value through
sustainable growth. Our approach is built on promoting
professionalism, openness, honesty and integrity between
our customers, staff, shareholders and suppliers. This is an
integral part of our commitment to good corporate
governance, and we believe it is essential for maintaining
the trust and confidence of all our stakeholders.
Principle 1 – Establish a strategy and
business model which promotes
long-term value for shareholders.
At TPXimpact, we are committed to this principle and strive
to deliver sustainable value to our shareholders through our
innovative approach to digital transformation.
Our core mission is to transform the organisations,
services, and systems that underpin society and drive
business success. We achieve this by leveraging strategic
and creative thinking, innovative design, technology, and
user-centred approaches to bring about significant
improvements that amplify the impact of change.
To accomplish this, we work closely with our clients in agile,
multidisciplinary teams spanning organisational design,
technology, and digital experiences. We place people and
communities at the heart of every transformation and have
developed a deep understanding of human behaviour that
underpins our work.
Our business model has been increasingly recognised as a
leading alternative digital transformation provider in the UK
public services sector, with approximately 72% of our client
base representing the public sector and approximately
28% representing the commercial sector.
We are focused on building a culture of purpose,
collaboration, and innovation that delivers impactful work,
profitable organic growth, and agility at scale. We believe
that our flexible operating model, our trusted,
66
multidisciplinary teams of experts, and our commitment to
making a difference make us perfectly placed to deliver
long-term value for our shareholders.
Key Strengths
The Directors believe that the business’s key strengths
include:
•
•
•
•
•
Significant market opportunity – Tech Market View
estimates the UK Software and IT Services (SITS)
market is worth an estimated £66.5bn in 2022,
growing to £77.9bn in 2025. The public sector
(comprising c.72% of the group’s revenue) is worth an
estimated £15bn (2021) of this total. Further details
regarding market outlook can be found on pages 25
to 27.
Rich heritage in digital transformation – combining
a rich heritage and expertise in human-centred
design, data, experience and technology, we bring
over 15 years of experience across the public, private
and third sectors, creating sustainable solutions with
the flexibility to learn, evolve and change.
People-Powered – We have a huge range of
capabilities which allows us to support organisations
of all kinds to adopt new ways of working, new
approaches and new skills to make transformation
happen. But this alone doesn’t tell people how we’re
any different from the other companies offering
similar services.
What is different about us is our personality, our
passion and our ways of working. At the heart of
TPXimpact, we’re a group of collaborative and
empathetic people who care deeply about the work
we do and the impact we have in the world.
“People-powered” reflects:
–
our passionate people at TPXimpact;
–
–
the clients who go on a journey with us to
create better outcomes;
the end-users, the people at the heart of the
solutions.
Focused growth strategy – we’re on a mission to
build a future where people, places and the planet are
supported to thrive. Bringing over 15 years of heritage
and expertise in human-centred design, data,
experience and technology, we’re passionate people
who work in close collaboration with our clients to
create sustainable solutions ready for an ever-
evolving world.
Strategic Report
Corporate Governance
Financial Statements
We are building a platform for an integrated
transformation business. Our three-year plan outlines
how we will deliver our mission and make it a reality.
This plan can be viewed on page 16.
•
Experienced management and Board with a proven
track record – TPXimpact is managed by highly
experienced executive and non-executive directors
combining strong sector, public company expertise
with a track record of building and growing exciting
service companies.
Principle 2 – Seek to understand and
meet shareholder needs and
expectations.
TPX proactively engages with its shareholders and potential
shareholders alike. This is through a series of mechanisms:
•
•
•
•
•
Statutory announcements – as a company listed on
the London Stock Exchange’s (LSE) AIM, TPXimpact
ensures that all formal announcements are made
through the LSE’s regulatory news service (RNS). Our
investors can access a feed of these announcements
on our website’s investor area. TPXimpact reports
formally to shareholders by publishing annual and
half-yearly financial statement and regular trading
updates.
Analyst and investor presentations – TPXimpact’s
Executive Directors present the half-yearly and
annual results to institutional investors, analysts, and
the media. These presentations are available on the
investor section of our website.
Annual general meeting (AGM) – Notification of the
AGM’s date is sent to shareholders at least 21 working
days in advance of the meeting. Details are set out in
the Notice of Meeting. The Directors are available at
the AGM to answer questions, both during the
meeting and informally afterwards. All relevant
information can be found on the Investor
announcements section of our website.
News releases – along with the statutory
announcements, TPXimpact regularly presents
business news and updates to shareholders through
RNS Reach.
Interactive sessions – TPXimpact’s Executive
Directors arrange regular face-to-face sessions twice
a year with any interested shareholders or potential
shareholders. They are also available for updates at
any point in the year. Shareholders can find contact
details on our website.
•
•
•
Investor-focused website – we maintain a full
section on our website dedicated to investors. This
section includes real-time RNS announcements, the
latest Investor Documents, presentations, and
reports, share information and share dealing
interactive feeds, this corporate governance
statement, and a complete list of investor-related
contacts.
LSE profile – TPXimpact maintains a profile on the
London Stock Exchange Issuer services website.
Investor email – TPXimpact also manages an investor
email account for any direct queries that
shareholders may have - investors@tpximpact.com.
At TPXimpact, we value our relationship with major
shareholders and maintain regular contact with them. The
Executive Directors are responsible for ensuring that the
views of major shareholders are effectively communicated
to the Board. Additionally, the Chair is available to discuss
governance and other matters with major shareholders.
During Board meetings, the latest brokers’ reports and a
summary of any shareholder meetings are presented to the
Board. This helps the Chair and Board to stay informed
about major shareholders’ opinions on governance and
strategy, as well as any concerns or issues they may have.
As a potential shareholder or an existing shareholder
looking to learn more about TPXimpact, we invite you to
contact us through our investor email address
(investors@tpximpact.com). We would be pleased to put
you in touch with one of our Executive Directors who can
provide you with further information about our company
and answer any questions you may have.
Principle 3 – Take into account wider
stakeholder and social responsibilities
and their implications for long-term
success.
Please see further details in the ESG Section of our Annual
Report (Pages 30 to 60).
Principle 4 – Embed effective risk
management, considering both
opportunities and threats, throughout
the organisation.
Risk management activity is overseen by the Chief
Executive Officer, Chief Financial Officer and Operational
Board, with the support of the Executive Management
Team.
Our framework enables us to remain vigilant to all known
and emerging risks and opportunities. Effective risk
TPXimpact Holdings plc 67
CORPORATE GOVERNANCE REPORT continued
management supports inform decision-making, enables us
to minimise the impact from unforeseen internal or external
events, and allows us to fully exploit emerging
opportunities. Our objectives for risk management are to:
•
•
•
•
•
•
Identify, measure, control and report on the business
risk that may undermine the achievement of
objectives, both strategically and operationally,
through appropriate analysis and assessment criteria.
Effectively allocate effort and resources for the
management of key and emerging risks.
Build an accurate picture at the highest level of the
key risks facing our business, and use this information
to drive business improvements in a considered and
coordinated way.
Support and develop our reputation as a
well-governed and trusted organisation.
Minimise costs and drive efficiencies in a way that
mitigates pervasive risk in the business.
Identify weaknesses in, and opportunities to improve,
our business processes.
Risk registers
At an operational level, a risk register is maintained within
every business unit. Risks are recorded and managed as
required and are reviewed regularly by the management
team of each business unit.
At a PLC level, there is a single risk register for the key risks
facing the group and the associated steps being taken to
reduce and mitigate those risks.
Risk registers are reviewed as standard on a quarterly basis.
Our framework provides a clear process for all staff to
escalate issues through the appropriate risk channels to
ensure that high impact and pervasive risks are flagged
promptly to the relevant levels of management within the
organisation.
Risk appetite
The Board determines the amount and type of risk that
TPXimpact is willing to take on in pursuit of its strategic
objectives. The Board’s appetite for risk is influenced by
various key factors including (but not limited to) the overall
economic, regulatory and operational landscape in which
we operate.
The Executive Management Team advises the Board of
these key influences which enables the Board to adjust the
amount of risk that TPXimpact takes on. Risk tolerance may,
by business choice, differ in different parts of the company.
Review and assurance
Risk registers are updated as and when required. A full
review is undertaken quarterly. Every six months, the
highest rated risks are presented to the Board by the CEO,
and the Audit, Risk and AIM rules compliance Committee is
presented with the detailed risk registers for each line of
business. Further details can be found in the Risk Section of
this Annual Report on pages 57 to 59.
Principle 5 – Maintain the Board as a
well functioning, balanced team led by
the Chair.
The PLC Board (“the Board”) is responsible for the
Company’s corporate governance systems and processes
that support good decision-making.
The Non-Executive Directors, Mark Smith (Chair), Isabel
Kelly, Rachel Neaman and Chris Sweetland are considered
independent of management and free from any business or
other relationships that could materially interfere with the
exercise of their independent judgement.
Neal Gandhi, the former CEO of TPXimpact now a
Non-Executive Director, is not considered an independent
director due to his significant shareholding in the company,
owning 10.2%. While Mr. Gandhi has stepped down from his
executive role, his substantial ownership interest could
potentially influence his decisions and actions as a Board
member on certain board matters. As a result, the Board
has determined that he does not meet the criteria for
independence set out in the QCA guidelines.
However, the Board still complies with the QCA
requirement for a board to contain at least two
independent Non-Executive directors and for the board to
be at least 50% independent. The current Board consists of
seven members, including four independent non-executive
directors, all of whom have been assessed by the Chairman
as meeting the QCA’s independence criteria.
The four independent non-executive directors bring a
range of relevant skills and experience to the Board,
providing an objective and unbiased perspective on
matters discussed at board meetings. The Board is
confident that it has the necessary balance of skills,
experience, and independence to oversee the company’s
strategy and performance effectively.
In summary, while Mr. Gandhi’s significant shareholding
precludes him from being classified as an independent
director, the Board has taken steps to ensure compliance
with the QCA guidelines and maintain the necessary
independence to make objective and unbiased decisions.
68
Strategic Report
Corporate Governance
Financial Statements
Mark Smith, Chris Sweetland, Isabel Kelly and Rachel
Neaman own shares and options in TPXimpact however,
this is not considered to alter their independent status.
Directors’ commitment to TPXimpact
The Directors acknowledge the importance of the
principles set out in the QCA Code.
Our Non-executive Directors have committed in their
letters of appointment to attend all reasonable board and
committee meetings in addition to being reasonably
available at other times for TPXimpact business. Our
Executive Directors have entered into employment
contracts which require them to attend all board and
committee (of which they are a member) meetings.
The Non-Executive Directors meet at least once a year
without the Executive Directors present. One third of
Directors submit to re-election each year at the Annual
General Meeting (“AGM”) of the Company.
The Board meets at least four times each year with
additional meetings when circumstances or urgent
business dictate. At each meeting, the Board reviews a
schedule of reserved matters including trading
performance, financial strength, strategy (including
investment and acquisition opportunities), risk
management, controls, compliance, reports to shareholders
and succession management.
The Directors have established three committees of its
Board, namely the Audit, Risk and AIM Rules Compliance
Committee, the Remuneration Committee and the
Environmental, Social and Governance Committee (ESG
Committee).
The Audit, Risk and AIM Rules Compliance Committee is
chaired by Chris Sweetland and has primary responsibility
for monitoring the quality of internal controls, ensuring that
the financial performance of the Company is properly
measured and reported on and reviewing reports from the
Company’s auditors relating to the Group’s accounting and
internal controls, in all cases having due regard to the
interests of Shareholders. The Audit, Risk and AIM Rules
Compliance Committee meets at least twice a year. Mark
Smith is the other member of the Audit, Risk and AIM Rules
Compliance Committee. Steve Winters CFO, attends Audit,
Risk and AIM Rules Compliance Committee meetings by
invitation.
The Remuneration Committee is chaired by Isabel Kelly, and
reviews the performance of the Executive Directors and
determines their terms and conditions of service, including
their remuneration and the grant of options, having due
regard to the interests of Shareholders. The Remuneration
Committee meets at least twice a year. Mark Smith is the
other member of the Remuneration Committee. Katie
Sloggett, Chief People Officer, is also invited to attend the
Remuneration Committee.
The Remuneration Committee also considers Board policy
in relation to the remuneration of the Chairman of the
Board. Non-Executive Director remuneration is a matter for
the Chairman and the executive members of the Board. No
Director is involved in any decisions as to their own
remuneration or benefits.
The Environmental, Social and Governance Committee
(ESG Committee) is chaired by Isabel Kelly, and has the
primary responsibility to assist Executive Management in
setting the Company’s general strategy with respect to
ESG matters and to consider and recommend policies,
practices, and disclosures that conform with the strategy.
The ESG Committee meets at least twice a year.
Christopher Sweetland, Rachel Neaman and Steve Winters
are the other Board members of the ESG Committee.
Principle 6 – Ensure that between them
the Directors have the necessary
up-to-date experience, skills and
capabilities.
The Board members and their relevant experience and
skills are detailed on pages 62 to 65. The Non-Executive
Chairman believes that, as a whole, the Board has a suitable
mix of skills and competencies covering all essential
disciplines bringing a balanced perspective that is
beneficial both strategically and operationally and will
enable the Company to deliver its strategy.
The Board is composed of seven members, including two
executive directors and five Non-Executive directors. With
the exception of Neal Gandhi, who is considered a
Non-Independent director due to his previous role as CEO
and significant ownership stake, all other non-executive
directors are independent.
Despite this, the Board still meets the QCA requirement for
a board to have at least two independent non-executive
directors and be at least 50% independent. This is because
there are four independent non-executive directors, which
is more than the required minimum of two. The nature of
the Company’s business requires the Directors to keep
their skillset up to date. Updates to the Board on regulatory
matters are given by Company’s professional advisers
when appropriate.
In addition to the support provided by the Company’s
retained professional advisers (Nominated Adviser,
financial public relations adviser, solicitors and auditors),
external consultants have been engaged to advise on a
number of matters including remuneration, M&A tax
TPXimpact Holdings plc 69
CORPORATE GOVERNANCE REPORT continued
considered the feedback from Pulse surveys, engaged in
listening exercises, and reviewed the work that emerged
from the mission lab and brand development. We also
brought to life what we need to successfully deliver our
strategic vision and plan.
During this thorough examination of our organisation, we
identified what sets TPXimpact apart and how our people
demonstrate their commitment to clients and each other.
Based on this exploration, we have crafted a values
framework that has been shared with the wider team
members at TPXimpact to crowdsource. This design-led
approach heard from the voices of our people what makes
them proud and what excellence looks like, framed against
our values.
One of the values that emerged as particularly significant
is Purpose. It reflects the beating heart of our
organisation–the impact we make on people, places, and
the planet. Purpose is our driving force and the starting
point of our values framework.
The second value is Accountability, which represents a
maturing of Autonomy with responsibility, aligning with our
current organisational stage and growth.
Craft is another essential value for us. It highlights our
dedication to bringing precision, problem-solving, and
creativity to our work, both with our clients and internally.
Finally, Togetherness captures the energy, fun, and
user-centred approach that we embrace. It signifies the
collaborative spirit we bring to our work, including people at
every level and creating a sense of belonging to our teams.
Together, these values form our framework, known as PACT,
representing our promises to ourselves and our clients. We
engaged our teams in a user-centred process to define
what greatness looks like in terms of Purpose,
Accountability, Craft, and Togetherness. We explored how
these values manifest in individuals, teams, client work, and
leadership.
By integrating PACT into everything we do, including
performance narratives, policy updates, and procedures,
we aim to infuse TPXimpact with a distinctive feel that
shapes our behaviour, decision-making, and overall
approach as an organisation.
These values will be the essence of TPXimpact as we move
forward, creating a unique and impactful experience for
everyone involved.
planning. External advisers attend Board meetings or
committee meetings as invited by the Non-Executive
Chairman to report and/or discuss specific matters
relevant to the Company.
Principle 7 – Evaluate Board
performance based on clear and
relevant objectives, seeking continuous
improvement.
Board performance effectiveness process
The Chairman is responsible for the regular evaluation of
the Board’s performance and that of its committees and
individual Directors.
The Board conducted a review of its effectiveness in June
2023, with the assistance of an independent third party.
The review concluded that the Board was effective and
highlighted certain areas to focus on going forwards. The
Board is currently discussing these development areas and
drawing up a plan to address them.
Succession planning and Board appointments
The Chairman and the Chair of the Remuneration
Committee meet as and when necessary to consider the
appointment of new executive and non-executive
directors, although the Board as a whole take responsibility
for succession planning. Board members all have
appropriate notice periods so that if a Board member
indicates his/her intention to step down, there would be
sufficient time to search for and to appoint a replacement.
The Company’s Articles of Association require that
one-third of the Directors must stand for re-election by
shareholders annually in rotation and that any new
Directors appointed by the Board during the relevant year
must stand for election at the annual general meeting
immediately following their appointment. The normal
maximum term for Directors will be nine years. Any
Directors who are not employed by the Company or
holding executive office who have served on the Board for
at least nine years, will be subject to annual re-election.
Board appointments are made after consultation with
advisers including the Nominated Adviser who undertakes
due diligence on all new potential Board candidates.
Principle 8 – Promote a corporate
culture that is based on ethical values
and behaviours.
Our values are at the core of TPXimpact as they guide our
behaviours and decision-making, making us truly unique.
Developing these values involved an extensive process
data-led of listening and understanding. We carefully
70
Strategic Report
Corporate Governance
Financial Statements
Principle 9 – Maintain governance
structures and processes that are fit for
purpose and support good decision-
making by the Board.
The CEO, acting on behalf of the Board, holds ultimate
responsibility for overseeing the day-to-day operations of
the company. The Board, as a collective entity, is
accountable for monitoring performance in relation to the
business’s goals and objectives. Detailed information about
the specific responsibilities, contributions, and skills of
individual Board members can be found on pages 62 to 65.
To ensure effective governance and oversight, the Board
has established three standing Committees: the Audit, Risk,
and AIM Rules and Compliance Committee (Audit
Committee), the Remuneration Committee, and the
Environmental, Social, and Governance Committee (ESG
Committee).
Throughout the year under review, the membership of the
Audit Committee, Remuneration Committee, and ESG
Committee included representatives from both
Non-Executive and Executive positions. This composition
enables a comprehensive and well-rounded approach to
decision-making and ensures that key matters related to
audit, risk, remuneration, and environmental, social, and
governance aspects are thoroughly addressed.
Principle 10 – Communicate how the
Company is governed and is performing
by maintaining a dialogue with
shareholders and other relevant
stakeholders.
The Company maintains a consistent and open dialogue
with key stakeholders, including shareholders, to ensure
that interested parties can make well-informed decisions
regarding the Business and its performance. For more
detailed information about the Directors’ engagement with
stakeholders, please refer to Section 172 on pages 54 to 56.
You can find historical annual reports and notices of
general meetings in the Financial Reports section of our
Group’s website.
The results of Annual General Meetings are disclosed by
the Board and can be accessed in the Regulatory News
section of our website.
The Audit Committee convenes at least twice a year, with
the flexibility to hold additional meetings at the request of
the Company’s Auditors or any member of the Audit
Committee if they deem it necessary. The primary
responsibilities of the Audit Committee include providing
recommendations to the directors and shareholders
regarding the appointment, re-appointment, and removal
of the Company’s External Auditors, as well as approving
their remuneration and terms of engagement.
Before each annual or interim audit, the Audit Committee
collaborates with the External Auditors to discuss and
agree upon the nature and scope of the audit plan. They
monitor the integrity of the financial statements of the
Group and approve any formal announcements concerning
the Company’s financial performance.
The Audit Committee also develops and implements
policies regarding the engagement of External Auditors for
non-audit services. If the Audit Committee identifies areas
that require action or improvement, they report to the
Directors and provide recommendations on the necessary
steps to be taken.
Empowered by the Board, the Audit Committee is
authorised to investigate any activity within its scope and
may seek information from any employee of the Company
as needed. Additionally, the Audit Committee may engage
external professional advice, with the costs covered by the
Company, to ensure access to relevant expertise and
experience necessary for fulfilling its duties.
For further details, please refer to the Audit Committee
report on pages 83 to 84, accompanied by the
Independent Auditors’ report found on pages 90 to 98. The
Remuneration Committee report can be found on pages 78
to 82, while the ESG Committee report can be accessed on
pages 72 to 73.
TPXimpact Holdings plc 71
ESG COMMITTEE REPORTS
During the financial year 2023, the ESG Committee (“the
Committee”) comprised Isabel Kelly, Rachel Neaman,
Christopher Sweetland, and Oliver Rigby. During the year
Oliver Rigby, co-founder and former CFO of TPXimpact
joined the ESG Committee to provide valuable experience
and guidance.
In addition, the committee includes the following executive
members:
•
•
•
•
•
Bryony Wilde, Purpose Director.
Luke Murphy, Head of Investor Relations.
Ching Chong, Group Financial Controller and
Committee Secretary.
James Herbert, the CEO of Foundry4, stepped down
from the business in the year ended 31 March 2022
and left the Committee at that time.
Steve Winters took over as CFO in October 2022 and
filled the vacant position left by James Herbert.
The Committee maintains an open line of communication
with divisional leaders, specialists relevant to the
committee’s agenda, and Employee Resource Group (ERG)
Leaders on a regular basis as appropriate.
Main responsibilities
The Committee’s main responsibilities for the 2023
financial year (FY23) were as follows:
Assisting Executive Management in setting the
Company’s general strategy concerning ESG matters
and recommending policies, practices, and
disclosures that align with the strategy.
Overseeing the Company’s reporting and disclosure
of ESG matters in compliance with existing and future
legislation set by the Financial Conduct Authority
(FCA) and relevant standards on environmental, social
impact, and diversity and inclusion (D&I) related
legislation.
Advising Executive Management in overseeing
internal and external communications regarding the
Company’s position or approach to ESG matters.
Identifying and bringing to the attention of Executive
Management and the Board current and emerging
ESG matters that may affect the business,
operations, performance, or public image of the
Company, and making recommendations on how the
Company’s policies, practices, and disclosures can
adjust to or address these trends.
•
•
•
•
72
•
•
•
Discussing and deciding on the procedure of
assessing controversial clients and their adherence
to the companies controversial clients framework,
while making recommendations on how the Company
should proceed.
Providing advice to Executive Management on
shareholder proposals and other significant
stakeholder concerns related to ESG matters.
Assessing and advising on the impact of the existing
ESG strategy and metrics concerning M&A matters.
Summary of activities in FY23
During FY23, the Committee focused on supporting the
Company’s ongoing commitment to people, places, and
planet. The core work programme included meeting the
reporting requirements of the World Economic Forum
(WEF) reporting framework, the UN’s Sustainable
Development Goals (SDG’s) Sustainability Accounting
Standards Board (SASB), including specific targets and key
performance indicators (KPIs). The Committee also
provided support to Executive Management in the
application process for B-Corp certification, which is
currently awaiting verification and accreditation.
TPXimpact is now obligated to comply with the
requirements of the Task Force on Climate-related
Financial Disclosures (TCFD) framework due to employing
over 500 people. The Committee holds the responsibility
to review and ensure the company’s reporting aligns with
the TCFD framework and holds the Bord of Directors to
account for training and implementation of this framework.
Throughout the financial year, the Committee held four
meetings. Significant outcomes include the confirmation of
an amendment to the company’s Articles of association,
reflecting the commitment to all stakeholders, including the
planet.
ESG reporting
The Committee reviewed and evaluated the
appropriateness of the annual ESG report with
management, specifically focusing on the following
aspects:
•
•
Clarity of disclosures and compliance with the WEF
Disclosure standards, Sustainable Development Goals
(SDGs), Streamlined Energy and Carbon Reporting
(SECR), and relevant financial and governance
legislation.
Fairness of methodologies used for data collection
and aggregation, along with reasonable proxies and
assumptions for benchmarking.
Strategic Report
Corporate Governance
Financial Statements
•
•
Questioning management at both Group and
business unit levels to gain further insight into the
issues addressed in the reports.
Key ESG reporting sections and outputs are located
on pages 30 to 60.
Isabel Kelly
Chair of the Environmental, Social and Governance
Committee
5 September 2023
TPXimpact Holdings plc 73
TCFD REPORT
Task Force on Climate-Related Financial
Disclosures
We report below on the four thematic areas set out in the
Task Force on Climate-Related Financial Disclosures’
(“TCFD”) recommendations: governance, strategy, risk
management, and metrics and targets.
Governance
Board’s oversight
The Board and its committees play a vital role in overseeing
climate-related matters, ensuring a high level of ambition in
our plans. We have a robust governance and risk framework
in place that enables us to identify and assess all risks,
including climate-related risks and opportunities, with clear
accountabilities. Our Chief Executive Officer holds overall
responsibility for integrating climate-related issues into our
strategy, ensuring their seamless integration throughout
the organisation. Additionally, we have established an ESG
Committee dedicated to driving our environmental, social,
and governance initiatives, providing further oversight and
expertise in these areas. Together, we are committed to
proactively addressing climate-related challenges and
maximising the opportunities that arise from a sustainable
approach to business.
Our governance framework identifies and reviews
climate-related risks and opportunities, with clear
accountability. The Chief Executive Officer has overall
responsibility, and our diagram shows how accountability is
delegated. This structure ensures effective management of
climate-related matters and promotes sustainable
outcomes.
The Board
Our Board and committees, including the Audit and ESG
Committee, oversee climate-related issues and reports,
including the TCFD Report. They play a vital role in
challenging and driving ambitious plans to address
climate-related matters.
Specific climate-related issues are escalated by the
Purpose Director to the ESG committee to be discussed on
behalf of the board. Their recommendations are then
referred to the board.
The Chief Executive Officer
Our CEO holds responsibility for overseeing climate-related
risks and opportunities and has delegated the
management of these matters to the CFO and the
members of the Executive Leadership Team (ELT).
Executive leadership team
The ELT comprises highly experienced executives with
relevant expertise in their respective domains and sectors.
74
Our Purpose Director and Chief Financial Officer, have
governance responsibility for climate-related issues.
The senior leadership receives quarterly carbon reports
from the planet team which are then escalated to the
Board. These show the current emissions totals and how
they compare to our science-based reduction targets and
what actions can be taken to reduce emissions across all
three scopes. They also feature deep dives into areas in
which reductions are already being made so that
management is kept aware of progress being made.
Meetings
Throughout FY23, climate change discussions took place
during both Board and ELT meetings, guiding our ambition
in this critical area. These discussions included setting and
approving our operational net zero targets, as well as
formulating our carbon reduction and offsetting strategy.
PLC
Board
Board Level Governance
Remuneration
Committee
Audit, Risks
& AIM Rules
Compliance
Committee
ESG
Committee
Chief
Executive
Executive
Leadership
Team
Material
Risks
Strategic Report
Corporate Governance
Financial Statements
Strategy
We present a concise overview of TPXimpact’s significant
climate-related risks and opportunities. These
assessments are based on our robust risk management
model, which evaluates risk events, their potential impact,
and likelihood. The summary table on page 77 includes
material risks and opportunities that could significantly
affect our business and our strategy for mitigation.
Whilst these risks are included in our overall risk register,
they have not been identified within the risk & risk register
section of the report as they were not deemed principal
risks to the business.
Risk Management
Risk identification
a)
•
Climate risks are identified by the Planet Officer
and Sustainability Analyst who manage the
Planet Strategy of the business. These risks are
communicated to the Central Operations &
Change Director and recorded on TPXimpact’s
business-wide risk register.
–
–
–
–
Emissions intensity data based on revenue and
the number of people (on a FTE basis) to
ensure we are decoupling our economic growth
from our carbon footprint.
Internal carbon pricing (£40 per tCO2e for
FY23) to determine how much capital we invest
in the removal and avoidance of carbon
emissions to repay our debt to the planet
according to our annual activities.
Percentage of revenue from climate related
projects (3.5%) allows us to understand how
much meaningful work we are doing as a
business to help fight the climate emergency
and shows how we use our reputation as a
climate conscious business to attract new
opportunities.
Revenue exposed to transition risks
(2.0%) – measuring the percentage of our
revenue coming from clients who are potential
climate conflicts allows us to understand how
much of our work is exposed to transition risks.
b)
Risk management
–
1.6 FTE dedicated to our planet strategy.
•
As with any risk facing our business, Planet risks
are managed in accordance with TPXimpact’s
risk management framework. Following
identification, planet risks are:
–
–
–
recorded;
assessed to evaluate likelihood, impact
and an appropriate response (terminate,
tolerate or treat); and
then monitored to ensure that treatment
plans are implemented.
c)
Connection with wider risk management
process
Metric FY23 FY22
Total carbon emissions* (tCO2e) 1,487 1,423
Internal carbon pricing (£) £40 £6
Percentage of revenue from climate
related projects 3.5% 1%
Revenue exposed to transition risks 2.0% 4.2%
FTE dedicated to our planet strategy 1.6 0.7
* Please see page 47 for full carbon data breakdown.
Emissions disclosure
•
Planet risks are integrated and managed within
the same group-wide risk framework as
operational risks. The framework sets out a
systematic cycle of identification, assessment,
treatment and monitoring.
•
Metrics and Targets
Metrics
•
The organisation uses various climate-related metrics
to measure performance in this area:
–
Absolute emissions data to keep track of our
total impact on the planet.
Since FY20 we have published a full carbon footprint
disclosure annually within our annual report. We have
gone from using a third party consultancy to hiring an
in-house analyst and we are constantly improving our
methodology to more accurately estimate our
emissions. We report on scope 1, 2 and 3 emissions
and aim to declare as much data as is materially
relevant to our operations. Internally we report on
carbon emissions quarterly so that we can use the
data to drive business decisions and make larger
impacts more regularly.
Targets
•
We have set reduction targets using the Science
Based Targets Initiative’s methodology to limit global
TPXimpact Holdings plc 75
TCFD REPORT continued
warming to 1.5 degrees. From a FY22 baseline we aim
to:
–
–
–
Scope 1: Reduce absolute scope 1 emissions by
42% by 2030 and by 90% by 2050.
Scope 2: Use 100% renewable electricity across
our offices by 2030.
Scope 3: Reduce the economic intensity of our
scope 3 emissions by 52% by 2030 and by 97%
by 2050.
•
We will be working on a full transition plan in FY24 so
that we can reach the ambitious targets we have set
within the business and are hoping to get our targets
externally approved as being aligned with the
science-based targets methodology.
Scenario planning
We will look to undertake planning for various different
warming scenarios in FY24 to help plan against and
mitigate the risks stated above.
76
Strategic Report
Corporate Governance
Financial Statements
Risk
Impact
Mitigation
Productivity decrease
Lower productivity during extreme
weather events (heatwaves, flooding,
disrupted transport, power cuts,
infrastructure outages etc).
Public commitments failure
Restrictions on business travel
Planet data awareness and
governance
Infrastructure damage
Reputational damage is caused, affecting
the acquisition and retention of
customers, employees and investors,
because public commitments to carbon
reduction targets aren't achieved.
High carbon travel will become
prohibitively expensive limiting our
business opportunities and growth
geographically.
Board and management are unable to
fulfil their planet-related accountabilities
due to not receiving the necessary data,
information and knowledge from the
Planet Team for board, ESG committee
and SLT meetings. Planet related targets
cannot be part of remuneration for senior
leadership if this is the case.
Inability for us to fulfil our contractual
obligations in terms of implementation
and support due to damage to client
infrastructure/data centres.
Acquisition carbon footprint
The carbon footprint of future
acquisitions, and their client's
environmental reputation, is not taken
into account in the early stages of the
M&A discovery process.
•
•
•
•
•
•
•
•
•
Pursuing a hybrid working model,
ensuring people can work from
multiple locations.
Introduction of policy for expensing
local co-working spaces during
extreme weather.
Publish science based targets, with
credible reduction plan containing
yearly reduction targets.
Focus on ability to deliver in a
hybrid/ remote fashion.
Prioritising low-carbon travel.
Provision of tailored information for
separate board and SLT meetings to
allow them to make informed
decisions related to climate issues.
Planned Introduction of division
specific reporting in order to give
more specific assistance to each
division on how they can reduce their
emissions.
Client contracts need to be assessed
to determine where TPXimpact is
liable for support of a data
centre/hosting. Where we are, a plan
of action with the hosting provider is
needed to define where hosting will
be moved to accommodate outages.
Due diligence of M&A targets must
include more in depth planet focused
data e.g. emissions across all scopes,
carbon intensity ratios, reduction
targets, reduction plans, publicly
made commitments, internal policies
and climate conflicts in client base.
TPXimpact Holdings plc 77
REMUNERATION COMMITTEE REPORT
During the 2023 financial year, the Remuneration Committee (“the Committee”) comprised Isabel Kelly (Chair) and Mark
Smith. Katie Sloggett (Chief People Officer) is an adviser to the Committee. The Committee also invited relevant specialists
and Executive Directors, including Björn Conway and Steve Winters, to the Committee’s meetings as and when appropriate.
The Remuneration Committee determines, on behalf of the Board, the Group’s policy for executive remuneration and the
individual remuneration packages for the Executive Directors and senior employees (defined as anyone reporting to an
Executive Director). The objective is that pay policy enables attraction, retention and motivation of the required quality of
employee, with due regard to benchmarking, shareholder and stakeholder views.
During the year, the Committee reviewed and updated the Committee’s Terms of Reference (originally adopted in November
2018) and established a new Operating Policy which sets out the following duties of the Committee:
•
•
•
•
•
Consider and recommend the remuneration for Executive Directors and senior employees (“the executive”).
When setting remuneration policy for the Executive have regard to pay and employment conditions across the
company.
Approve the appointment and contractual terms for all Executive Directors.
Review and oversee any major changes in the company’s employee benefits structure.
Review and approve expenses incurred by the Executive Directors.
The scope of the Remuneration Committee’s responsibilities includes:
a.
b.
c.
d.
e.
f.
g.
Executive Directors (comprising the CEO and CFO)
Anyone in the Group earning a salary of £150,000 or more
Anyone being hired into the Group where salary exceeds £150,000 (or total remuneration package exceeds £190,000)
Any new hire being offered a cash or share incentive on joining of over £20,000
Any expenses or severance terms in relation to Executive Directors
Any new, or materially different, bonus or incentive schemes
Any non-budgeted salary increases greater than 25% or £25,000
The Remuneration Committee will make decisions based on recommendations made by the Executive Directors about
salary increases for those included in the above scope, except that Executive Director(s) should not propose their own
increases. For these individuals, the Committee will initiate its own recommendations based on market-based
benchmarking.
The Company’s intention is to offer salaries based on benchmarking against businesses which conduct similar activities in
comparable sectors and markets to the Company.
The Remuneration Committee will maintain a Company-wide overview of employee pay, notice periods & benefits, to ensure
executive salaries are within an acceptable range compared to Company employees.
The Remuneration Committee will ask for support for benchmarking from both internal and external experts as appropriate.
New bonus or incentive schemes, or material changes to existing bonus or incentive schemes, will be approved by the
Committee in advance of implementation.
78
Strategic Report
Corporate Governance
Financial Statements
Remuneration of Executive Directors
The remuneration packages for the executive directors are summarised below. In its assessment of an appropriate level of
remuneration, the Committee has considered the skills, knowledge and experience necessary to perform these roles at a
suitably accomplished level. The Board members and their relevant experience and skills are detailed on pages 62 to 65.
Chief Executive Officer – Björn Conway (appointed 1 October 2022)
Notice period – six months on either side
Base salary – £275,000 pa, subject to a benchmarking exercise to be completed by the Remuneration Committee, with
salary to be reviewed thereafter and from time to time as the Remuneration Committee determines, with no obligation to
increase.
Short-term incentive plan (STIP) – a maximum award of up to 100% of salary pro rata for the period from date of
appointment to 31 March 2023, based on a number of performance objectives including FY23 financial performance,
formulation of a coherent strategy and three-year plan for the Company, together with a clear vision and purpose
(incorporating ESG strategy and values) and fully engaging with our people to deliver all of these objectives. The award will
be determined after the publication of the FY23 Annual Report and Accounts and may be awarded in the form of shares or
cash, as the Remuneration Committee determines. STIP applicable to subsequent periods will be considered in due course.
Long-term incentive Plan (LTIP) – participation in the LTIP by way of a grant of 300,000 share options over ordinary shares
in the Company with an exercise price of 1p per share and a vest date of 30 November 2025, subject to continued
employment with the Company and a number of performance criteria and conditions as described further below.
Other benefits – private medical insurance cover and pension (paid in the form of supplementary salary equivalent to 5%
(on a post-tax basis) of base salary), plus annual leave, sick pay and life insurance arrangements.
Chief Financial Officer – Steve Winters (appointed 1 October 2022)
Notice period – six months on either side
Base salary – £250,000 pa, with a review applicable on 1 October 2023, at the discretion of the Remuneration Committee,
with no obligation to increase.
Short-term incentive plan (STIP) – No entitlement for the year ended 31 March 2023. To be reviewed for the year ending
31 March 2024, at the discretion of the Remuneration Committee.
Long-term incentive plan (LTIP) – participation in the LTIP, with a grant of 200,000 share options over ordinary shares in
the Company, with an exercise price of 1p per share and vesting 30 November 2025, subject to the performance criteria and
conditions described further below.
Retention share award – 150,000 stock options granted on 14 February 2023, with an exercise price of 1p per share and
vesting in equal proportions on 31 October 2023 and 31 October 2024, subject to continued employment at the respective
vest dates.
Other benefits – private medical insurance cover and pension (with an employer contribution equivalent to 5% of base
salary), plus annual leave, sick pay and life insurance arrangements.
Former Executive Directors
The Remuneration Committee recognises the valuable contribution of the co-founders, Neal Gandhi (former CEO) and Oliver
Rigby (former CFO), to the success of the Company since its IPO in 2018. The Committee is also grateful for both individuals’
decision to retire from their executive roles in acknowledgement of the different skill sets required to help the business
evolve from a “buy and build” proposition to a more mature, organic growth model, and so introduce fresh talent to lead the
Company going forwards.
Neal Gandhi (former CEO) – resigned 30 September 2022
Neal has transitioned to be a non-executive director of the Company where his deep knowledge and understanding of the
business, and the sectors in which we operate, provides continuing value and insight for the Board and executive team. As a
TPXimpact Holdings plc 79
REMUNERATION COMMITTEE REPORT continued
significant shareholder in TPXimpact, he remains committed to the continuing success and growth of the business, and has
provided valuable support to the incoming CEO.
On leaving his executive role, Neal was awarded a payment in lieu of contractual notice equivalent to twelve months base
salary, or £275,000, which is being paid in equal monthly instalments over the twelve months immediately following the date
of resignation. Accrued holiday entitlement amounting to £16,000 was also paid in cash. Other than private medical
insurance, which will expire in September 2023, all other employment benefits ceased with effect from the date of
resignation.
With respect to his non-executive role, Neal receives an annual fee of £35,000, commencing with his appointment on 1
October 2022.
Oliver Rigby (former CFO) – resigned 30 September 2022
Although Oliver has left his executive role, he remains a member of the ESG Committee where his commitment to the
founding values and purpose of the Company provides a valuable perspective. He has also been fully supportive of the
transition to the new CFO, providing helpful insight and historical knowledge of the business.
On leaving his executive role, Oliver was awarded a payment in lieu of contractual notice equivalent to six months base
salary, or £95,000, which was paid in equal monthly instalments over the six months immediately following the date of
resignation. Accrued holiday entitlement amounting to £9,000 was also paid in cash. In addition, he was awarded a one-off
ex gratia payment of £95,000 which was paid in October 2022 and permitted to retain 406,016 unexercised share options
granted in December 2018 under the EMI scheme, which have an exercise price of 74p each. All other employment benefits
ceased with effect from the date of resignation.
Long-term incentive plan (LTIP)
On 14 February 2023, the Remuneration Committee approved the implementation of a new LTIP for the Executive Directors
and certain key members of the senior leadership team, focused on aligning performance measurement with the interests
of all stakeholders. The number of share options that will vest is dependent on a number of performance criteria, including
continued employment with the Company. Exercise price is 1p per share and vest date will be 30 November 2025. The
following table sets out the performance measurement criteria, targets and weighting of each category of performance.
Performance category Weighting Measurement criteria Performance period
Total shareholder return
(TSR) benchmarked
against the AIM AllShare
Index
50%
• 0% vesting below median performance;
• 25% vesting for performance in line with median;
• 100% vesting for upper quartile performance or
greater;
• Straight-line vesting between these points.
1 October 2022 to
30 September 2025
ESG goals
15%
• Achieve and maintain B-Corp Certification over
the performance period
• Achieve and maintain median Employee
wellbeing & satisfaction scores >7.5 over the
performance period
• Halve at least 75% of the Representation, Pay and
Inclusion 2021 Gaps
• Each of these ESG goals equates to 1⁄3 of the
overall 15% weighting
1 October 2022 to
30 September 2025
Adjusted Diluted EPS
growth (CAGR)
35%
• 0% vesting below 10%
• 25% vesting for 10% growth
• 50% vesting for 15% growth
• 100% vesting for 25% growth
Three financial years ending
31 March 2025, with the year
ended 31 March 2022 as the
base
• Straight-line vesting between these points
80
Strategic Report
Corporate Governance
Financial Statements
The Remuneration Committee has discretion to amend these terms to ensure that any performance targets remain
appropriate.
Remuneration of Non-Executive Directors
The fees paid to the Non-Executive Directors are determined by the Remuneration Committee. They are not entitled to
receive any bonus or other benefits (other than private medical cover for Neal Gandhi which will expire in September 2023)
but did receive unapproved share options at the time of their appointment (with the exception of Neal Gandhi who retains
the share options granted in his prior role as CEO) . Non-Executive Directors are subject to three months notice on either
side.
Directors’ remuneration
Details of individual Directors’ emoluments for the year (excluding employer’s National Insurance contributions) are shown in
the following table. “Other payments” comprise the payments to Neal Gandhi and Oliver Rigby on cessation of office, as
detailed above.
Fee/ Pension Other Other 2023 2022*
salary benefits payments total total
£’000 £’000 £’000 £’000 £’000 £’000
Non-Executive
Mark Smith 50 – – – 50 50
Neal Gandhi (appointed as a non-executive director on 1 October 2022) 18 – 3 – 21 –
Isabel Kelly 35 – – – 35 35
Rachel Neaman 35 – – – 35 35
Christopher Sweetland 35 – – – 35 35
Executive
Björn Conway (appointed on 1 October 2022) 150 – 2 – 152 –
Neal Gandhi (resigned as an executive director on 30 September 2022) 130 7 2 291 430 293
Oliver Rigby (resigned on 30 September 2022) 89 5 1 199 294 202
Steve Winters (appointed on 1 October 2022) 125 6 2 – 133 –
Total 667 18 10 490 1,185 650
*Prior year comparatives have been restated to include share options based on amounts exercised during the year.
Directors’ interests in shares
The interests of the Directors in the Ordinary Shares of the Company at 31 March 2023 were as follows:
31-Mar 31-Mar
2023 2022
Name of Director Number Number
Mark Smith 122,000 122,000
Neal Gandhi 9,396,644 8,793,828
Isabel Kelly 2,325 –
Rachel Neaman 14,585 1,765
Christopher Sweetland 110,000 80,000
Steve Winters 500,000 –
Total 10,145,554 8,997,593
TPXimpact Holdings plc 81
REMUNERATION COMMITTEE REPORT continued
Directors’ interests in share options
The directors have been granted options over the shares of the Company as follows:
Granted Exercise Date when
31-Mar-22 in 2023 31-Mar–23 Type price Exercisable
Mark Smith 33,834 – 33,834 Unapproved scheme 74p 31/03/21
Mark Smith 33,834 – 33,834 Unapproved scheme 74p 31/03/22
Mark Smith 33,836 – 33,836 Unapproved scheme 74p 31/03/23
Neal Gandhi 135,338 – 135,338 EMI scheme 74p 31/03/21
Neal Gandhi 135,338 – 135,338 EMI scheme 74p 31/03/22
Neal Gandhi 135,340 – 135,340 EMI scheme 74p 31/03/23
Isabel Kelly 20,300 – 20,300 Unapproved scheme 74p 31/03/21
Isabel Kelly 20,300 – 20,300 Unapproved scheme 74p 31/03/22
Isabel Kelly 20,302 – 20,302 Unapproved scheme 74p 31/03/23
Christopher Sweetland 20,300 – 20,300 Unapproved scheme 74p 31/03/21
Christopher Sweetland 20,300 – 20,300 Unapproved scheme 74p 31/03/22
Christopher Sweetland 20,302 – 20,302 Unapproved scheme 74p 31/03/23
Björn Conway – 300,000 300,000 LTIP scheme 1p 30/11/25
Steve Winters – 200,000 200,000 LTIP scheme 1p 30/11/25
Steve Winters – 75,000 75,000 2023 “Special” Share Award 1p 31/10/23
Steve Winters – 75,000 75,000 2023 “Special” Share Award 1p 31/10/24
Isabel Kelly
Chair of the Remuneration Committee
5 September 2023
82
Strategic Report
Corporate Governance
Financial Statements
AUDIT, RISK AND AIM RULES COMPLIANCE
COMMITTEE
During the year The Audit, Risk and AIM Rules Compliance
Committee (“the Committee”) comprised Christopher
Sweetland and Mark Smith. Both members are independent
Non-Executive Directors and details of their skills,
experience and qualifications are set out on pages 62 to
65. The Chief Financial Officer and the Group Financial
Director attend the meetings. The Committee also invites
relevant specialists and external auditors to the
Committee’s agenda as and when appropriate.
Main responsibilities
The terms of reference for the Committee are based on the
Guidance on Audit Committees issued by the Financial
Reporting Council. The main responsibilities of the
Committee are summarised below:
•
•
•
•
•
Review the integrity of the financial statements of the
Group and any formal announcements relating to the
Group’s financial performance
Review the Group’s internal controls established to
identify, assess, manage and monitor risks, and
receive reports from management on the
effectiveness of the systems it has established, and
the conclusions of any testing performed by the
internal finance department and the external auditor
Make recommendations to the Board in relation to
the appointment of the external auditor and approve
the remuneration and terms of engagement of the
external auditor
Assess the independence, objectivity and
effectiveness of the external auditor and develop and
implement policy on the engagement of the external
auditor to supply non-audit services
Review the integrity of the statement in the Annual
Report on being fair, balanced and understandable,
as required under the Companies Act 2006
Summary of activities in 2023
In 2023, the Committee’s core work programme focused on
risk management and a number of significant accounting
judgements where the Committee believed the highest
level of judgement was required and with the highest
potential impact on the Group’s financial statements. There
were five meetings held in the year from 1 April 2022 to
31 March 2023.
Risk Management
The Committee reviewed management’s approach to risk
management and appropriate mitigations and internal
controls. The Committee assessed the Risk Registers
prepared by business units and the judgement
management had applied in prioritising key risks, with
which the Committee concurred. The Risk Management
section on pages 57 to 59 summarises the outcome of this
process.
Financial reporting
The Committee reviewed and evaluated the
appropriateness of the interim and annual financial
statements (including the announcements thereof to the
London Stock Exchange) with both management and the
external auditor, including:
a)
b)
c)
At the Board’s request, whether the Annual Report
and Financial Statements, taken as a whole, is fair,
balanced and understandable and provides the
information necessary for shareholders to assess the
Group’s position and performance, business model
and strategy
The clarity of disclosures and compliance with
financial reporting standards and relevant financial
and governance
Discussing the critical accounting policies and use of
assumptions and estimates, as noted on pages 111 to
120 of this Annual Report and Financial Statements,
and concluding that the estimates, judgements and
assumptions used were reasonable based on the
information available and had been used
appropriately in applying the Group’s accounting
policies
d)
Reviewing the going concern and viability of the
Group over the longer term as part of its assessment
of the Group’s risks
The Committee is able to question management at both
Group and business unit levels to gain further insight into
the issues addressed in these reports. The key significant
financial reporting issues and other accounting judgements
are set below and further explained on pages 119 to 120
under section critical accounting judgements and key
sources of estimation uncertainty.
Significant accounting judgements
•
Revenue recognition
The Committee from time to time discusses revenue
recognition within the Group and whether they are
aligned to IFRS 15. This includes assessing any
challenges that subsidiaries may face in
implementing IFRS 15 in their finance framework and
accounts and considering new acquisitions and
revenue recognition policies.
TPXimpact Holdings plc 83
AUDIT, RISK AND AIM RULES COMPLIANCE
COMMITTEE continued
be the final year of service of the current senior statutory
auditor.
Christopher Sweetland
Chair of the Audit, Risk and AIM Rules and Compliance
Committee
5 September 2023
•
•
•
Carrying value of goodwill and other intangibles
The judgement largely relates to the assumptions
underlying the value in use of the cash-generating
units, primarily in relation to projected growth in
revenues and profit margins, as well as the
macroeconomic assumptions (such as discount
rates) underpinning the valuation process. The
Committee received reports from management
which set out the allocation of the purchase price
between goodwill and other intangibles. The
Committee also received reports from management
outlining the impairment model and the assumptions
used.
Carrying value of investments
The judgement largely relates to the assumptions
underlying the value of investments held by the
parent company. The Committee received reports
from management indicating their assessment of the
potential impairment of investments including
consideration of triggering events, the calculation of
value in use and discount rates and sensitivity
analysis.
Going concern
In order to satisfy itself that the Group has adequate
resources to continue in operation for the
foreseeable future and that there are no material
uncertainties that could lead to significant doubt as
to the Group’s ability to continue as a going concern,
the Committee considered the Group’s budgets and
forecasts, cash position (both existing and projected),
bank facilities and covenants.
External auditor independence and
effectiveness
The Committee carries out a formal review each year, to
assess the independence and effectiveness of the external
auditor, CLA Evelyn Partners Limited. The Committee has
satisfied itself as to CLA Evelyn Partners Limited
independence. The Audit Committee approved the
extension of the tenure of the current senior statutory
auditor for a further, final year beyond the usual tenure of
five years, due to the significant change in the business and
management of the Group that occurred within the last
financial year. The year ended 31 March 2023 will therefore
84
Strategic Report
Corporate Governance
Financial Statements
DIRECTORS REPORT
The Directors present their Annual Report on the affairs of
the Business, together with the Financial Statements and
Auditor’s report, for the year ending 31 March 2023.
Principal activities
The principal activity of the Group is the provision of digitally
native technology services to clients within the commercial,
government and non-government organisation (NGO) sectors.
Further information can be found in the Strategic Report on
pages 1 to 60.
General information
TPXimpact Holdings plc is a public limited company listed
on the AIM market of the London Stock Exchange on
4 December 2018 and is incorporated and domiciled in the
UK. The Company’s registered number is 10533096.
The Articles of Association for TPXimpact were amended
on 30 September 2022 to ensure we consider the interests
of all stakeholders, not just shareholders, when making
important decisions - to align ourselves with achieving
B Corp status. The Articles can be accessed on the website
at www.tpximpact.com/investor-relations/
An updated version of our major shareholders table is
available on our website.
Corporate governance
The statement on corporate governance on pages 66 to 71
is included in the Directors’ Report by way of reference.
Dividends
During the year, the Board declared an interim dividend of
0.3 pence per share (2022: 0.3 pence per share), which was
paid on 27 January 2023. In view of the Group’s financial
performance in the second half of the year, no final
dividend has been declared or paid (2022: 0.6 pence per
share). Therefore total dividends declared and paid in
respect of the year ended 31 March 2023 were 0.3 pence
per share (2022: 0.9 pence per share).
Strategic review
The information satisfying the strategic review
requirements is set out in this report on pages 1 to 60.
Going concern
TPXimpact business activities, together with the factors likely
to affect its future development, performance and position are
set out on pages 1 to 60. The financial position of the Business,
its revenues, gross profit and profitability are described on
pages 99 to 106. Details of the key risks and uncertainties that
might impact the business, together with mitigating factors
presented in the risks and uncertainties on pages 57 to 59.
Having considered the Company’s cash flows, liquidity
position and borrowing facilities, and after reviewing the
budgets and cash projections for the next twelve months and
beyond, the Directors believe that the Company has
adequate resources to continue operations for the
foreseeable future and for this reason they continue to adopt
the going concern basis in preparing the financial statements.
Directors
The current Board directors, together with biographical
details are shown on pages 62 to 65.
During the year under review, the Non-Executive Directors,
excluding Neal Gandhi (by virtue of his significant
shareholding in the Company), were considered
independent of management and free from any business or
other relationships that could materially interfere with the
exercise of their independent judgement.
Details of Directors’ interests in the Company’s shares, and
remuneration are set out in the Directors’ Remuneration
Report on pages 79 to 82.
Post balance sheet events
Details of post balance sheet events are given in note 29 to
the financial statements.
Political donations
The Group has not made any political donations during the
year (2022: £nil).
Energy and carbon reporting
We are committed to reducing any negative impact we
have on the planet and have invested significantly in
expertise and technology to identify our greenhouse gas
emissions and reduce our impact on the planet.
This is the fourth year we have reported our emissions
formally in-line with the UK Government’s Streamlined
Energy and Carbon Reporting (SECR) requirement. More in
depth data, analysis and commentary on our environmental
impact are included in the ESG section of this annual
report (pages 30 to 60).
Anti-corruption
There were no known incidents of corruption in the year.
Share capital
As at 31 March 2023, TPXimpact had 91,876,019 Ordinary
Shares (£0.01) in issue, listed on AIM. These shares hold the
right to vote at a general meeting.
The Company did not purchase any of its own shares in the
year, other than through its Employee Benefit Trusts (EBTs),
which purchased 942,683 shares in order to satisfy future
TPXimpact Holdings plc 85
DIRECTORS REPORT continued
share based incentive plan commitments. As at 31 March
2023, the EBTs owned 864,812 shares in the Company.
Details of the number of share options held under the
employee scheme are available in note 5.5 to the financial
statements.
Shares to be issued
As at 31 March 2023, the Company had an outstanding
obligation to issue 283,537 ordinary shares as contingent
consideration in respect of past acquisitions. These shares
were issued on 6 June 2023. Following the issue of these
Shares, the Company has no further liability for any earnout
or other consideration in respect of past acquisitions.
Financial risk management and
objectives
Details of financial risk management and objectives are
contained in note 25 to the financial statements.
Awareness of relevant audit information
Each of the Directors who held office at the date of
approval of this Directors’ Report confirms that, so far as
they are aware:
•
•
there is no relevant audit information of which the
Auditor is unaware; and
the Directors have taken all the steps they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the Auditor is
aware of that information.
Annual General Meeting
The Annual General Meeting will be held on 28 September
2023 - at 9:30 am at the offices of Stifel Nicolaus Europe
Limited, 150 Cheapside, Fourth Floor, London, EC2V 6ET.
Notice of the Annual General Meeting will be sent to
shareholders on 5 September 2023.
Independent auditor
CLA Evelyn Partners Limited was appointed as auditor to
the Group on 12 September 2018. There are no contractual
obligations in place that restrict our choice of statutory
auditor.
By order of the Board
Steve Winters
Company Secretary
5 September 2023
86
Strategic Report
Corporate Governance
Financial Statements
STATEMENT ON DIRECTORS RESPONSIBILITY
The Directors are responsible for preparing the Annual
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 elected to prepare the Group and Company
financial statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as
adopted by the UK and, as regards the Company financial
statements, as applied in accordance with the provisions of
the Companies Act 2006.
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 of the Group and of the profit or loss of the Group for
that period. In preparing these financial statements, the
Directors are required to:
(i)
select suitable accounting policies and then apply
them consistently;
(ii) make judgements and accounting estimates that are
reasonable and prudent;
(iii)
state whether applicable IFRSs accounting standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
(iv) prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s transactions, disclose with reasonable
accuracy at any time the financial position of the Company
and the 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 the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for ensuring that the
Directors’ Report and the Strategic Report, in addition to
any other information included in the Annual Report and
Financial Statements, is prepared in accordance with
United Kingdom company law. They are also responsible for
ensuring that the Annual Report & Financial Statements
include information required by the AIM Rules.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website.
TPXimpact Holdings plc 87
[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
88
Strategic Report
Corporate Governance
Financial Statements
FINANCIAL
STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TPXIMPACT HOLDINGS PLC
Opinion
We have audited the financial statements of TPXimpact Holdings PLC (the ‘parent company’) and its subsidiaries (the
‘group’) for the year ended 31 March 2023 which comprise the Consolidated Income Statement, 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 the notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards.
In our opinion,
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at
31 March 2023 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed 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.
Our approach to the audit
Of the group’s 24 reporting components, we subjected 12 to audits for group reporting purposes and 12 to specific audit
procedures where the extent of our audit work was based on our assessment of the risk of material misstatement and of the
materiality of that component. The latter were not individually significant enough to require an audit for group reporting
purposes but were still material to the group.
The components within the scope of our work covered 86% of group revenue, 86% of group profit before tax, and 86% of
group net assets.
For the remaining 12 components, we performed analysis at a group level to re-examine our assessment that there were no
significant risks of material misstatement within these.
Three of the components subject to audit for group reporting purposes were based in Norway and Bulgaria respectively and
their audits were carried out by component auditors based in Norway and Bulgaria. We held video and telephone
conference meetings with the component auditors in Norway and Bulgaria as part of our audit approach and reviewed their
audit working papers. At these meetings, the group audit team discussed the component auditors’ risk assessments and
planned audit approach. Once the audit work was completed, the findings reported to the group audit team were discussed
in more detail, and any further work required by the group audit team was then performed by the component auditor. In
addition to these planned meetings, the group audit team sent detailed instructions to the component audit teams and
reviewed their audit working papers.
90
Strategic Report
Corporate Governance
Financial Statements
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period, and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matter Description of risk How the matter was addressed in the
Business combinations
accounting – Group (See
note 8)
The Group has a business model based
on acquiring businesses and during the
year, two acquisitions have taken place.
There are significant judgements and
assumptions involved to perform
valuations of separately identifiable
intangible assets arising from the
acquisition of a business. There is a risk
that the values and allocations of
intangible assets and goodwill recognised
are not in accordance with International
Financial Reporting Standard (IFRS) 3
‘Business combinations.’
audit
We focused on this area due to the high
level of judgements and assumptions
necessary to perform valuations of
separately identifiable intangible assets
arising from the acquisition of a business.
We challenged management on the
identification of intangible assets and the
inputs and assumptions used in the
purchase price allocation (‘PPA’) to
determine the value of the identifiable
assets and liabilities:
As part of our procedures we:
• Reviewed the Share Purchase
Agreements (‘SPAs’) for each entity
acquired during the period.
• Obtained the PPA report prepared
internally, together with the business
combination calculations for each
acquisition and checked the
mathematical accuracy of these.
Confirmed the basis of support for
judgements used by management.
• Used our internal valuations team to
assess the valuation model prepared
in respect of each acquisition,
including the basis and methodology
adopted for identifying separate
intangibles distinct from goodwill and
the fair value of the consideration
recognised.
• Checked the appropriateness of
discount factors applied.
• Considered the overall valuation of
intangible assets identified relative to
similar companies in the industry.
TPXimpact Holdings plc 91
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TPXIMPACT HOLDINGS PLC continued
Key audit matter Description of risk How the matter was addressed in the
audit
• Agreed the calculation of residual
goodwill based on the consideration
payable and identifiable assets and
liabilities.
• Reviewed acquisition costs to ensure
these have been expensed within the
Income Statement in line with IFRS3.
• Reviewed the appropriateness of the
useful lives applied to the intangible
assets identified.
• We assessed the adequacy of
disclosures in the financial statements
over this area in notes 2(g) and 8.
As part of our procedures we:
• Gained an understanding of the design
and implementation of controls over
revenue recognition which have been
designed by the Group to prevent and
detect fraud and errors in revenue
recognition.
• Reviewed terms of major customer
contracts and assessed the
accounting for each revenue stream
for compliance with IFRS 15.
• Performed tests of details on the
different revenue streams starting
tests from invoice and separately from
contracts.
• Performed cut off testing around the
subsidiary acquisition dates and the
year-end to determine if revenue is
recognised in the correct period.
• We assessed the adequacy of
disclosures in the financial statements
over this area in notes 2(d) and 2(t).
Revenue – Group (See
note 3)
The Group’s activities include the
provision of business IT Management,
design, implementation, and support
services. These services have multiple
deliverables and can be a fixed or
variable price. A number of contracts are
expected to span the year end and the
acquisition dates.
Judgement will be involved in
determining the levels of revenue to be
recognised in line with IFRS 15 ‘Revenue
recognition’, particularly for contracts
which span the year end and acquisition
dates.
92
Strategic Report
Corporate Governance
Financial Statements
Key audit matter Description of risk How the matter was addressed in the
Carrying value of goodwill –
Group (See note 9)
The Group has a significant carrying value
of goodwill arising on the acquisition of
businesses in the prior and current year.
An annual impairment review is required
to assess the carrying value of goodwill
for each cash generating unit (CGU).
Management uses a discounted cash
flow model and compares the resulting
valuation to the carrying value of goodwill
for each CGU to assess if any impairment
is required.
There are significant judgements and
assumptions, such as growth rates and
discount factors, used by management in
determining the valuation.
audit
We reviewed management’s assessment
of impairment of goodwill. We challenged
assumptions and assertions made by
management in their assessment and
considered whether the presence of
impairment indicators should result in an
impairment charge.
We also considered the appropriateness
of the impairment that has been
recognised.
As part of our audit procedures we:
• Obtained the discounted cash flow
models and the underlying valuations
for each cash generating unit and
checked the mathematical accuracy
of these. Confirmed the basis of
support for judgements and
assumptions used by management.
• Reviewed and challenged
management’s forecasts of future
results which underpins how the
valuations are calculated.
• Compared historical forecasts against
actual results and corroborated
management’s assertions that were
reasonably practicable.
• Used our internal valuations team to
assess the valuation models and the
appropriateness of the discount rates
applied.
• Performed sensitivity analysis on key
assumptions used in the calculations.
• We assessed the adequacy of
disclosures in the financial statements
over this area in notes 2(i) and 2(t).
TPXimpact Holdings plc 93
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TPXIMPACT HOLDINGS PLC continued
Key audit matter Description of risk How the matter was addressed in the
audit
We reviewed management’s assessment
of impairment of the carrying value of
investments in subsidiaries.
As part of our audit procedures:
• We challenged assumptions and
assertions made by management in
their assessment of the investment
balances and considered whether the
presence of impairment indicators
should result in an impairment charge.
• We considered the appropriateness of
the impairments that have been
included.
• Reviewed the forecasted results of the
subsidiaries and corroborated that
management’s assertions were
reasonably practical.
• Discussed with management the
underlying future and planned
activities of the subsidiaries.
• Reviewed any third-party reports such
as investor analysis.
• Obtained the discounted cash flow
models and assessed the
mathematical accuracy of each
valuation.
• Considered the market capitalisation
value of the group as at 31 March 2023.
• Performed sensitivity analysis on key
assumptions used in the calculations.
• We assessed the adequacy of
disclosures in the financial statements
over this area in notes 2(j) and 2(t).
Our procedures in relation to going
concern are noted in the Conclusions
relating to going concern section of the
audit report.
Carrying value of
investments in subsidiaries
– Company (See note 11)
The Company has significant balances
relating to investments in subsidiaries.
The investments relate to the acquisition
of subsidiaries in prior and current years.
The carrying value of the investments in
subsidiaries is also underpinned by the
future financial viability of the
subsidiaries.
Going concern -group (See
note 1.2)
Under IAS 1 management are required to
perform an assessment of the entity’s
ability to continue as a going concern.
Due to the downturn in the group’s
results and the requirement to re-
negotiate its loan covenants there is an
increased risk over the ability of the
business to continue as a going concern
into the future.
94
Strategic Report
Corporate Governance
Financial Statements
Emphasis of matter – Carrying values of group’s goodwill, other intangible assets
and carrying values of parent company’s investments in subsidiaries
We draw attention to the disclosures made in note 2(t) 1 and note 2(t) 2 Key source of estimation uncertainty and those
made in note 9 of the financial statements concerning the carrying value of goodwill, to the disclosures made in note 10 of
the financial statements concerning the carrying values of other intangible assets and to the disclosures made in note 11 of
the financial statements concerning the carrying values of investments in subsidiaries.
The carrying value of goodwill in respect of Digital Experience, TPX Norway and RedCortex of £22,243,000, of other
intangible assets of £3,748,000, and included in investments in subsidiaries of £101,997,000 is an amount of £29,926,000
related to Digital Experience, TPX Norway and RedCortex, all of which are dependent on future sales and improvement of
EBITDA margins which may not be achieved. The underlying data related to the forecasts are highly judgemental in nature
and cannot be reasonably corroborated.
The ultimate outcome of these matters cannot presently be determined due to these judgements, and the group and
parent company financial statements do not reflect any additional provision that may be required if the group cannot
achieve the forecast sales and EBITDA margins which may result in further impairments being realised. Our opinion is not
modified in this respect of this matter.
Our application of materiality
The materiality for the group financial statements as a whole (“group FS materiality”) was set at £1,260,000. This has been
determined with reference to the benchmark of the group’s revenue, which we consider to be one of the principal
considerations for members of the company in assessing the group’s performance. Group FS materiality represents 1.5% of
the group’s revenue as presented on the face of the consolidated income statement. This is a decrease from the prior year
which was set at 1.75%, the decrease is due to Management’s focus on adjusted EBITDA which is at a lower level this year.
The materiality for the parent company financial statements as a whole (“parent FS materiality”) was set at £787,000. This
has been determined with reference to the benchmark of the parent company’s gross assets as it exists only as a holding
company for the group and carries on no trade in its own right. Parent FS materiality represents 0.66% of the parent
company’s gross assets as presented on the face of the parent company statement of financial position.
Performance materiality for the group financial statements was set at £819,000, being 65% of group FS materiality, for
purposes of assessing the risks of material misstatement and determining the nature, timing and extent of further audit
procedures. We have set it at this amount to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds group FS materiality. We judged this level to be appropriate based on
our understanding of the group and its financial statements, as updated by our risk assessment procedures and our
expectation regarding current period misstatements including considering experience from previous audits.
Performance materiality for the parent company financial statements was set at £590,000, being 65% of parent FS
materiality. It was set at 65% to reflect the number of areas of accounting estimates and judgments required within the
financial statements. We have set it at this amount to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds parent FS materiality. We judged this level to be appropriate based
on our understanding of the parent and its financial statements, as updated by our risk assessment procedures and our
expectation regarding current period misstatements including considering experience from previous audits.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the going
concern basis of accounting included:
•
•
•
Challenging the assumptions used in the future cash projections prepared by management;
Assessing the mathematical accuracy of the future cash projections provided by management;
Challenging the assumptions used by management in their cash projections, corroborating their judgements to
supporting documentation;
TPXimpact Holdings plc 95
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TPXIMPACT HOLDINGS PLC continued
•
•
•
•
Comparing cash projections with actuals in the year and post year-end, to consider management’s forecasting ability;
Considering the sensitivity of the assumptions and re-assessing headroom after sensitivity, including the sensitivity of
not achieving revenue and EBITDA targets and the effect on cashflows over the next 12 months;
Considering the group’s funding position and reviewing the group’s new funding arrangements; and
Reviewing and challenging management’s calculations suggesting the Group is able to comply with all loan facility
covenants in the 12 months from approval of the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their 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 parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors Responsibility set out on page 87, 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
96
Strategic Report
Corporate Governance
Financial Statements
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. 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.
We obtained a general understanding of the legal and regulatory framework applicable to the group as well as the laws and
regulations applicable, and considered these throughout our testing. We obtained an understanding of the entity’s policies
and procedures by discussions with management. We also drew on our existing understanding of the group’s industry and
regulation.
We understand the group complies with requirements of these frameworks through:
•
•
The Executive Directors updating operating procedures, manuals and internal controls as legal and regulatory
requirements change.
The Executive Directors’ close involvement in the running of the business and internal reporting at Board meetings
meaning that any litigation or claims would come to their attention directly.
In the context of the audit, we considered those laws and regulations: which determine the form and content of the financial
statements; which are central to the group’s ability to conduct business; and where failure to comply could result in material
penalties. We have identified the following laws and regulations as being of significance in the context of the group:
•
•
•
The Companies Act 2006 and IFRS in respect of the preparation and presentation of the financial statements;
British, Norwegian and Bulgarian tax legislation; and
AIM regulations and Market Abuse Regulations.
We performed the following specific procedures to gain evidence about compliance with the significant laws and
regulations above;
•
•
•
Made enquiries with management as to any legal or regulatory issues during the year:
We have reviewed Board minutes for evidence of non-compliance; and
We have obtained representation from management that they have disclosed to us all known instances of
non-compliance or suspected non-compliance with laws and regulations.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of
the entity’s financial statements to material misstatement, including how fraud might occur. The key areas identified as part
of the discussion were with regard to the manipulation of the financial statements through manual journals, revenue cut-off
and inflation of investment values. This was communicated to the other members of the engagement team who were not
present at the discussion.
The procedures carried out to gain evidence in the above areas included;
•
Testing of the high and critical risk balances as explained in the Key Audit Matters section; and
TPXimpact Holdings plc 97
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TPXIMPACT HOLDINGS PLC continued
•
Testing of manual journal entries, selected based on specific risk assessments applied based on the company’s
processes and controls surrounding manual journals.
A further description of our responsibilities is available on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Stephen Drew
Senior Statutory Auditor, for and on behalf of 45 Gresham St
CLA Evelyn Partners Limited London
Statutory Auditor EC2V 7QA
Chartered Accountants 5 September 2023
98
Strategic Report
Corporate Governance
Financial Statements
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2023
2023 2022
Note £’000 £’000
Revenue 3 83,680 79,709
Cost of sales (62,775) (55,341)
Gross profit 20,905 24,368
Administrative expenses (40,789) (21,738)
Other income 519 579
Operating (loss)/profit 4 (19,365) 3,209
Finance costs 4 (1,105) (683)
(Loss)/profit before taxation (20,470) 2,526
Taxation 6 1,467 (1,706)
(Loss)/profit for the year from continuing operations 27 (19,003) 820
Profit/(loss) after tax from discontinued operations 27 1,445 (723)
(Loss)/profit for the year 27 (17,558) 97
Other comprehensive income for the year:
Exchange differences on translation of foreign operations 20 (226)
Total comprehensive loss for the year (17,538) (129)
Earnings per share from continuing and discontinued operations 7
Basic (p) (19.5p) 0.2p
Fully diluted (p) (19.5p) 0.1p
Earnings per share from continuing operations
Basic (p) (21.1p) 1.0p
Fully diluted (p) (21.1p) 0.9p
The accompanying accounting policies and notes on pages 110 to 165 are an integral part of these Consolidated Financial
Statements.
TPXimpact Holdings plc 99
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
at 31 March 2023
2023 2022
Note £’000 £’000
Non-current assets
Goodwill 9 59,486 66,157
Other intangible assets 10 23,458 28,493
Property, plant and equipment 12 473 297
Right of use assets 13 1,438 1,293
Other investments 11 2,188 –
Deferred tax assets 22 159 47
Total non-current assets 87,202 96,287
Current assets
Trade and other receivables 14 17,812 16,924
Contract assets 18 2,999 3,840
Corporate tax asset 335 –
Cash and cash equivalents 15 6,772 7,914
Total current assets 27,918 28,678
Assets held for sale – 708
Total assets 115,120 125,673
Current liabilities
Trade and other payables 16 (8,943) (7,718)
Other taxes and social security costs 19 (4,073) (4,160)
Corporate tax liability – (1,214)
Deferred and contingent consideration 20 (225) (3,173)
Lease liabilities 13 (564) (416)
Borrowings 17 – (20)
Contract liabilities 18 (3,608) (4,536)
Total current liabilities (17,413) (21,237)
Liabilities directly associated with assets held for sale – (103)
100
Strategic Report
Corporate Governance
Financial Statements
2023 2022
Note £’000 £’000
Non-current liabilities
Deferred tax liabilities 22 (5,796) (6,696)
Deferred and contingent consideration 20 – (198)
Borrowings 17 (24,317) (18,000)
Lease liabilities 13 (909) (878)
Total non-current liabilities (31,022) (25,772)
Total liabilities (48,435) (47,112)
Net assets 66,685 78,561
Equity
Share capital 21 919 874
Own shares 21 (983) (356)
Share premium 21 6,538 6,449
Merger reserve 21 73,474 78,705
Capital redemption reserve 21 15 15
Foreign exchange reserve 21 (72) (92)
Share option reserve 21 – 1,089
Retained earnings (13,206) (8,123)
Total equity 66,685 78,561
These financial statements were approved and authorised for issue by the Board of Directors on 5 September 2023.
Signed on behalf of the Board of Directors by
Björn Conway Steve Winters
Director Director
The accompanying accounting policies and notes on pages 110 to 165 form an integral part of these financial statements.
TPXimpact Holdings plc 101
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
for the year ended 31 March 2023
Capital Foreign Share
Share Share Merger redemption Own exchange option Retained
capital premium reserve reserve shares reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2021 804 5,691 60,926 5 – 134 662 (7,568) 60,654
Profit for the year – – – – – – – 97 97
Exchange differences on
translation of foreign
operations – – – – – (226) – – (226)
Transactions with owners
Shares issued 80 257 17,779 – (257) – – – 17,859
Share cancellations (10) – – 10 – – – – –
Dividends paid – – – – – – – (603) (603)
Other adjustment – – – – – – – (49) (49)
Share-based payments – – – – – – 427 – 427
Share options exercised – 501 – – – – – – 501
Own shares purchased by EBT – – – – (99) – – – (99)
Equity at 31 March 2022 874 6,449 78,705 15 (356) (92) 1,089 (8,123) 78,561
Capital Foreign Share
Share Share Merger redemption Own exchange option Retained
capital premium reserve reserve shares reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2022 874 6,449 78,705 15 (356) (92) 1,089 (8,123) 78,561
Reclassification to retained
earnings* – – – – – – (1,089) 1,089 –
Loss for the year – – – – – – – (17,558) (17,558)
Transfer to retained earnings – – (12,147) – – – – 12,147 –
Exchange differences on
translation of foreign
operations – – – – – 20 – – 20
Transactions with owners
Shares issued 45 89 6,916 – (90) – – – 6,960
Own shares transferred
from EBT – – – – 11 – – (11) –
Dividends paid – – – – – – – (815) (815)
Share-based payments – – – – – – – 65 65
Own shares purchased by EBT – – – – (548) – – – (548)
Equity at 31 March 2023 919 6,538 73,474 15 (983) (72) – (13,206) 66,685
*
In the year ended 31 March 2023, the share option reserve has been reclassified to form part of retained earnings.
The accompanying accounting policies and notes on pages 110 to 165 form an integral part of these financial statements.
102
Strategic Report
Corporate Governance
Financial Statements
CONSOLIDATED STATEMENT OF
CASH FLOWS
for the year ended 31 March 2023
2023 2022
Note £’000 £’000
Cash flows from operating activities:
(Loss)/profit before taxation from total operations (18,971) 1,764
Adjustments for:
Depreciation 12, 13 706 584
Amortisation of intangible assets 6,347 5,347
Impairment of intangible assets 1,770 –
Impairment of goodwill 9,995 –
Share-based payments 5 65 427
Foreign exchange gains (1) (292)
Finance expense 4 1,105 683
Loss/(gain) from fair value movement of contingent consideration 20 188 (152)
Loss on disposal of property, plant and equipment 6 4
Gain on sale of discontinued operations (1,606) –
Working capital adjustments:
Decrease/(increase) in trade and other receivables 1,271 (3,754)
(Decrease)/increase in trade and other payables (1,141) 3,488
Net cash (used in)/generated from operations (266) 8,099
Tax paid (1,522) (921)
Net cash (used in)/generated from continuing operating activities (1,788) 7,178
Net cash used in discontinued operating activities* – (563)
Net operating cash flows (1,788) 6,615
TPXimpact Holdings plc 103
CONSOLIDATED STATEMENT OF
CASH FLOWS continued
for the year ended 31 March 2023
2023 2022
Note £’000 £’000
Cash flows from investing activities:
Net cash paid on acquisition of subsidiaries 8 (1,969) (6,840)
Disposal of subsidiaries (127) –
Deferred consideration payment 20 – (467)
Purchase of property, plant and equipment 12 (340) (249)
Additions to intangibles 10 (244) (292)
Proceeds from sale of property, plant and equipment – 6
Net cash used in investing activities from continuing operations (2,680) (7,842)
Net cash used in investing in discontinued activities* – (165)
Net cash used in investing activities for total activities (2,680) (8,007)
Cash flows from financing activities:
New borrowings 26 6,300 5,000
Proceeds from exercise of share options – 501
Purchase of own shares (548) (99)
Payment of lease liabilities (445) (362)
Interest paid (1,146) (683)
Dividends paid (815) (603)
Net cash generated from financing activities 3,346 3,754
Net (decrease)/increase in cash and cash equivalents (1,122) 2,362
Cash and cash equivalents at beginning of the year 7,948 5,734
Effect of exchange rate fluctuations on cash held (54) (148)
Cash and cash equivalents including cash from discontinued operations 6,772 7,948
Cash from discontinued operations – (34)
Cash and cash equivalents at end of the year 15 6,772 7,914
Comprising:
Cash at bank and in hand 6,717 7,864
Cash held by trust 15 55 50
Cash and cash equivalents at end of the year 6,772 7,914
*
The cash flows of discontinued operations are immaterial to the Consolidated Statement of Cash flows for the year ended 31 March 2023 and
so have not been presented separately for the current financial year.
The accompanying accounting policies and notes on pages 110 to 165 are an integral part of these Consolidated Financial
Statements.
104
Strategic Report
Corporate Governance
Financial Statements
COMPANY STATEMENT OF
FINANCIAL POSITION
at 31 March 2023
2023 2022
Note £’000 £’000
Non-current assets
Investments 11 104,185 117,759
Intangible assets 10 – 394
Deferred tax assets 118 –
Property, plant and equipment 2 4
Total non-current assets 104,305 118,157
Current assets
Trade and other receivables 14 1,105 272
Amounts owed by Group undertakings 23 11,057 2,948
Cash and cash equivalents 15 3,318 514
Total current assets 15,480 3,734
Total assets 119,785 121,891
Current liabilities
Trade and other payables 16 (1,621) (1,269)
Other taxes and social security costs 19 (45) (115)
Deferred and contingent consideration 20 (225) (3,173)
Amounts owed to Group undertakings 23 (16,686) (396)
Total current liabilities (18,577) (4,953)
Non-current liabilities
Deferred and contingent consideration 20 – (198)
Borrowings 17 (24,317) (18,000)
Total non-current liabilities (24,317) (18,198)
Total liabilities (42,894) (23,151)
Net assets 76,891 98,740
TPXimpact Holdings plc 105
COMPANY STATEMENT OF
FINANCIAL POSITION continued
at 31 March 2023
2023 2022
Note £’000 £’000
Equity
Share capital 21 919 874
Own shares 21 (347) (257)
Share premium 21 6,538 6,449
Merger reserve 21 59,746 78,705
Capital redemption reserve 21 15 15
Share option reserve 21 – 1,089
Retained earnings 10,020 11,865
Total equity 76,891 98,740
TPXimpact Holdings plc has elected to take the exemption under section 408 of the Companies Act 2006 from presenting
the Company profit and loss account.
The Company’s loss for the year ended 31 March 2023 was £(28.1)m (2022: profit of £11.4m).
The financial statements were approved by the Board of Directors on 5 September 2023 and were signed on its behalf by:
Björn Conway Steve Winters
Director Director
The accompanying accounting policies and notes on pages 110 to 165 form an integral part of these financial statements.
106
Strategic Report
Corporate Governance
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2023
Capital Share
Share Share Merger Own redemption Option Retained
capital premium reserve Shares reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2021 804 5,691 60,926 – 5 627 1,064 69,152
Profit and total comprehensive
income for the year – – – – – – 11,404 11,404
Shares issued 80 257 17,779 (257) – – – 17,859
Share cancellations (10) – – – 10 – – –
Share-based payments – – – – – 427 – 427
Dividends paid – – – – – – (603) (603)
Share options exercised – 501 – – – – – 501
Equity at 31 March 2022 874 6,449 78,705 (257) 15 1,089 11,865 98,740
Capital Share
Share Share Merger Own redemption Option Retained
capital premium reserve Shares reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2022 874 6,449 78,705 (257) 15 1,089 11,865 98,740
Reclassification to retained
earnings* – – – – – (1,089) 1,089 –
Loss and total comprehensive
loss for the year – – – – – – (28,059) (28,059)
Transfer to retained earnings – – (25,875) – – – 25,875 –
Shares issued 45 89 6,916 (90) – – – 6,960
Share-based payments – – – – – – 65 65
Dividends paid – – – – – – (815) (815)
Equity at 31 March 2023 919 6,538 59,746 (347) 15 – 10,020 76,891
*
In the year ended 31 March 2023, the share option reserve has been reclassified to form part of retained earnings.
The accompanying accounting policies and notes on pages 110 to 165 form an integral part of these financial statements.
TPXimpact Holdings plc 107
COMPANY STATEMENT OF CASH FLOWS
for the year ended 31 March 2023
2023 2022
Note £’000 £’000
Cash flows from operating activities:
(Loss)/profit before taxation (28,177) 11,404
Adjustments for:
Depreciation 2 3
Amortisation 10 158 8
Impairment of intangibles 10 315 –
Impairment of intercompany balances 319 914
Impairment of investments 11 25,092 510
Dividends received (224) (16,065)
Share-based payments – 427
Profit on disposal of subsidiaries (1,939) –
Foreign exchange gains – (5)
Finance expense 1,056 679
Loss/(gain) from fair value movement of contingent consideration 20 188 (152)
Working capital adjustments:
Increase in trade and other receivables (1,006) (4,988)
Increase in trade and other payables 640 873
Net cash used in operations (3,576) (6,392)
Cash flows from investing activities:
Acquisition of subsidiaries (paid) 8 (5,887) (8,105)
Deferred consideration payment 20 – (467)
Purchase of intangible assets 10 (79) (404)
Dividends received 224 11,142
Net cash (used in)/generated from investing activities (5,742) 2,166
108
Strategic Report
Corporate Governance
Financial Statements
2023 2022
Note £’000 £’000
Cash flows from financing activities:
New borrowings 26 6,300 5,000
Finance costs (1,096) (502)
Balances repaid from/(provided to) subsidiary companies 7,733 –
Proceeds from exercise of share options – 501
Dividends paid (815) (603)
Net cash generated from financing activities 12,122 4,396
Net increase in cash and cash equivalents 2,804 170
Cash and cash equivalents at beginning of the year 514 344
Cash and cash equivalents at end of the year 15 3,318 514
The accompanying accounting policies and notes on pages 110 to 165 form an integral part of these financial statements.
TPXimpact Holdings plc 109
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. General information
TPXimpact Holdings plc is a public limited company incorporated in England and Wales under the Companies Act 2006
with registered number 10533096. The Company’s shares are publicly traded on the AIM as part of the London Stock
Exchange.
The address of the registered office is 7 Savoy Court, London, England, WC2R 0EX. The principal activity of the Group is the
provision of digitally native technology services to clients within the commercial, government and non-government
organisation (NGO) sectors.
The following subsidiaries included in the consolidated financial statements of TPXimpact Holdings plc have taken
advantage of the exemption from audit conferred by s479A of the Companies Act 2006:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
TPXimpact Experience Limited (formerly Manifesto Digital Limited) (Registered number 07885631)
Foundry 4 Consulting Limited (Registered number 10686321)
iDisrupted Limited (Registered number 09496322)
Human Plus Limited (Registered number 11771564)
Questers Global Group Limited (Registered number 08116392)
Questers Resourcing Limited (Registered number 05640907)
Deeson Group Holdings Limited (Registered number 11418077)
Deeson Group Limited (Registered number 01073356)
TPXimpact Limited (Registered number 06472420)
US-Creates Limited (Registered number 05938821)
Ameo Professional Services Limited (Registered number 09786677)
Arthurly Limited (Registered number 11560054)
Difrent Limited (Registered number 09227500)
Keep IT Simple Limited (Registered number 10443621)
Nudge Digital Limited (Registered number 05805455)
RedCortex Limited (Registered number 10335104)
TPXimpact Data Limited (Registered number 06704556)
TPXimpact Scotland Limited (Registered number SC337356)
1.1
Basis of preparation
The consolidated financial statements have been prepared in accordance with applicable UK Adopted International
Financial Reporting Standards (IFRSs), with the Companies Act 2006 and the AIM rules for Companies. The measurement
bases and principal accounting policies of the Group are set out below. These policies have been consistently applied to
all years presented unless otherwise stated.
The financial statements include the financial results of the subsidiaries listed in note 11 for the full year. All subsidiaries are
incorporated in the UK unless otherwise stated.
Employee Benefit Trusts (‘EBTs’) are accounted for under IFRS 10 and are consolidated on the basis that the parent has
control, thus the assets and liabilities of the EBT are included on the consolidated and parent balance sheets and shares
held by the EBT in the Company are presented as a deduction from equity in the consolidated and parent balance sheets.
TPXimpact Holdings plc Employee Benefit Trust was formed 6 September 2021 and is consolidated in the group financial
statements.
110
Strategic Report
Corporate Governance
Financial Statements
1.2 Going concern
As detailed further in the Directors’ report, after reviewing the budgets and cash projections for the next twelve months
and beyond, the Directors believe that the Group and the Company have adequate resources to continue operations for
the foreseeable future and for this reason they have adopted a going concern basis in preparing these financial
statements.
In considering the business activities for the forthcoming 12 months, the directors have assessed the impact of principal
risks and uncertainties through scenario modelling. This includes an assessment of the ongoing impact of inflation on our
services, sector, customers and through looking at trends in the digital transformation sector.
At year end, the Group has a rolling credit facility with HSBC of £30m with a £15m accordion of which £24.5m has been
drawn down. Post year-end the Group agreed a reset of the covenant terms applicable to the facility. Following a waiver of
covenants at year-end and subsequently at 30 June 2023, the Group will need to maintain minimum cash liquidity levels
on a monthly basis and also meet minimum Adjusted EBITDA performance levels on a quarterly basis. These terms will
apply until the quarter ending 30 September 2024, at which time the covenants will return to the existing measures based
on Net debt/Rolling 12 month Adjusted EBITDA and interest cover.
After performing all the above assessments and through modelling scenarios, it is concluded that we would maintain
sufficient undrawn capacity and satisfy all borrowing facility covenants in the next 12 months.
New IFRS accounting standards adopted in the year
Developments adopted by the Group in 2023 with no material impact on the Group’s financial statements
The following IFRS and endorsed standards and amendments, improvements and interpretations of published standards
are effective for the current year and have been adopted with no material impact on the Group’s financial statements:
•
•
Amendments to IAS 37 Provisions, Contingent Liabilities, Contingent Assets Onerous Contracts – Cost of Fulfilling a
Contract
Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use
Developments expected in future periods of which the impact on the Group’s financial statements is still being
assessed
There are new IFRS accounting standards and amendments to existing accounting standards effective for accounting
periods beginning on or after 1 January 2023 but none of these are expected to have a material impact on the Group in the
following financial period, these are as follows:
•
•
•
•
Amendments to IAS 1 Presentation of Financial Statements
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
Amendments to IAS 12 Income Taxes
Amendments to IFRS 16 Leases
2. Principal accounting policies
a)
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 31
March 2023. A subsidiary is an entity controlled by the Company. Control is achieved where the Company has existing
rights that give it the current ability to direct the activities that affect the Company’s returns and exposure or rights to
variable returns from the entity. The results of subsidiaries acquired or disposed of during the year are included in the
consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as
appropriate.
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
TPXimpact Holdings plc 111
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Acquisitions of subsidiaries are dealt with using the purchase method. The purchase method involves the recognition at
fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date,
regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the Consolidated Statement of Financial Position at
their fair values, which are also used as the cost bases for subsequent measurement in accordance with the Group
accounting policies.
The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any
goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in the profit or loss
immediately.
Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration
transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts, to the extent
that they exceed the settlement amounts, are generally recognised in the profit or loss. Any deferred contingent
consideration payable is measured at fair value at the acquisition date. If an obligation to pay contingent consideration
that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is
accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of consideration
payable over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of
acquisition.
The Group disposed of its subsidiary Greenshoot Labs Limited (‘GSL’) on 24 May 2022. The operations of GSL is therefore
presented as discontinued operations. Note 27 sets out the details and impact of discontinued operations.
b)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker as required by IFRS 8 “Operating Segments”. The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole.
Segment adjusted EBITDA represents earnings before interest, tax, depreciation, amortisation, impairments, share-based
payments, fair value of contingent consideration and restructuring costs. This is the measure of profit that is reported to
the Board of Directors for the purpose of resource allocation and the assessment of segment performance.
During the year, a new operating segment Data & Insights was set up following the acquisition of Peak Indicators and Swirrl
IT in April 2022. Furthermore there was a change in operating segments with Keep IT Simple split out from the Consulting
division. Management’s view is that the new structure better aligns with the entities’ operations mainly as it relates to its
revenue-generating activities and how the entities are managed and reported internally for decision making purposes.
There were 5 segments in prior year and 7 in the current year. Where numbers for each segment have been disclosed for
the current year, the prior year comparatives have been restated.
The Group is organised into, and managed through, the following operating segments, which are based on service and
supported by central functions:
Consulting
Digital Experience
Data & Insights
TPXimpact Norway (formerly Bene Agere)
Questers
RedCortex
Keep IT Simple
•
•
•
•
•
•
•
112
Strategic Report
Corporate Governance
Financial Statements
c) Goodwill
The Group measures goodwill at the acquisition date as:
•
•
•
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus, if the business combination is achieved
in stages, the fair value of the existing equity interest in the acquiree; less
the net recognised amount of the identifiable assets acquired, and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such
amounts are generally recognised in profit or loss.
Costs related to acquisition, other than those associated with the issue of debt or equity securities that the Group incurs
in connection with a business combination, are expensed as incurred.
Goodwill is carried at cost less accumulated impairment losses. Impairment review is carried out annually. If there is an
impairment, the cost is reduced by the accumulated impairment amount.
d)
Revenue and revenue recognition
Revenue consists of the value of work delivered to clients during the year exclusive of VAT and is recognised as
performance obligations are met in accordance with the terms of the contract which are primarily on a time and materials
basis. Revenue is wholly attributable to the principal activities of the Group. The Group adopts IFRS 15 principles in
recognising the revenue. Revenue recognised in excess of invoices raised is included within contract asset. Where amounts
have been invoiced in excess of revenue recognised, the excess is included within contract liability.
The majority of the services are provided on a time and material basis where clients are billed monthly for the time spent
on a project which corresponds directly with the value to the customer of the entity’s performance completed to date and
accordingly revenue is recognised at the amount billed. For fixed-price contracts where criteria to recognise performance
obligations over time have been met, revenue is recognised based on the actual service provided to the end of the
reporting period as a proportion of the total services to be provided. This is determined by actual labour hours and cost
incurred relative to the total expected labour hours and cost. The use of labour hours and costs is a faithful depiction of
the transfer of services as it directly relates to the effort required to satisfy the performance obligation. Only inputs
relating directly to the performance in transferring the services are included when measuring progress to date. Due to
changing circumstances, extent of progress and completion may be revised which may affect revenue and costs. Any
resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the
circumstances that give rise to the revision become known by management.
The majority of the contracts are one single performance obligation. However, some contracts include multiple
deliverables. In most cases, the deliverable is separately identifiable from other promises in the contract; therefore, it is
accounted for as a separate performance obligation. In this case, the transaction price will be allocated to each
performance obligation based on the stand-alone selling prices.
Standard terms of payment within 30 or 60 days are typically adopted. There is therefore no financing component.
Revenue is recognised when the Group satisfies the performance obligations, the timing of which is set out in note 3.2. For
the majority, contracts are for performance obligations that are satisfied over time. However, there are some contracts
which contain performance obligations that are only satisfied at a point in time. The revenue for these contracts is
recognised when the performance obligation has been satisfied, for project development work this occurs when the
customer accepts the final output.
When the customer has a right to return the product within a given period, the entity is obliged to refund the purchase
price. For instance, if potential candidates put forward are considered unsuitable by the client and no one is recruited.
The contract stipulates reimbursement of 50% – 100% of the fee, under the agreed terms of contract. Under IFRS 15,
TPXimpact Holdings plc 113
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
revenue is only recognised to the extent it is highly probable there will not be a significant reversal of revenue in a future
period and is usually therefore recognised only when a successful candidate is recruited.
A small number of contracts have variable consideration associated with it, whereby a bonus is paid if certain cost savings
are made by the client. These are recognised using the ‘most likely amount method’ once it has been identified that a
significant reversal in the amount of cumulative revenue will not occur.
e)
Foreign currencies
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are
presented in pounds sterling and rounded to the nearest £’000, which is the Company’s functional and presentation
currency and the Group’s presentation currency.
Transactions and balances
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets
and liabilities in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date.
All exchange differences are recognised in the Consolidated Income Statement.
As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into pounds Sterling at the rate of
exchange applicable at the reporting date and their Income Statements are translated at the average exchange rates for
the period. The exchange differences arising from the retranslation of foreign operations are taken directly to foreign
exchange reserve.
Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss.
Translation differences on goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of the foreign entity and translated at the rates of exchange at the reporting date. Currency
translation differences arising are transferred to the Group’s foreign exchange reserve and are recognised in the Income
Statement on disposal of the underlying investment.
f)
Property, plant and equipment
Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the
carrying amount of the asset and is recognised in the Consolidated Income Statement.
Depreciation is calculated on a straight-line basis so as to write off the cost of an asset, less its estimated residual value,
over the useful economic life of that asset as follows:
Leasehold improvements 3 – 10 years (depending on the length of the lease)
Fixtures and fittings 4 – 5 years
IT equipment 3 – 5 years
Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.
g)
Intangible assets acquired as part of a business combination and amortisation
In accordance with IFRS 3 “Business Combinations”, an intangible asset acquired in a business combination is recognised
at fair value at the acquisition date. A fair value calculation is carried out based on evaluating the net recurring income
stream from each type of intangible asset. Intangibles are initially recognised at fair value, and are subsequently carried at
this fair value, less accumulated amortisation and impairment. The following items were identified as part of the
acquisitions of entities by the Group and were still owned at 31 March 2023:
Brand amortised over 2 – 5 years;
Customer lists amortised over 3 – 8 years; and
Software over 2 – 10 years.
•
•
•
114
Strategic Report
Corporate Governance
Financial Statements
The allocation of fair values to the tangible assets and the identification and valuation of intangible assets affect the
calculation of goodwill recognised in respect of an acquisition and as such represent a key source of estimation
uncertainty.
h) Other intangible assets
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable software products controlled by
the Group are recognised as intangible assets when the following criteria are met:
•
•
•
•
•
•
It is technically feasible to complete the software product so that it will be available for use;
Management intends to complete the software product and use or sell it;
There is an ability to use or sell the software product;
It can be demonstrated how the software product will generate probable future economic benefits;
Adequate technical, financial and other resources to complete the development and to use or sell the software
product is available; and
The expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product include the software development
employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet
these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not
recognised as an asset in subsequent periods.
Computer software development costs recognised as assets are amortised over their estimated useful lives, which do not
exceed 3 years.
i)
Impairment testing of goodwill
Impairment reviews are tested at cash generating unit (“CGU”) level. Goodwill is allocated to those CGUs that are expected
to benefit from synergies of the related business combination.
Impairment reviews are carried out using multi-year cash flow projections from the approved budgets of the Group. These
are discounted using a weighted average cost of capital (“WACC”) specific to each CGU. The internal rate of return for
each CGU reflects the time value of money and the nature and risks of the CGU. Cash flows are estimated over a maximum
of five years and a terminal value.
An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an
internal discounted cash flow evaluation. Impairment losses are credited to the carrying amount of the relevant goodwill.
j)
Investment in subsidiaries and impairment
The investment in the Company’s subsidiaries is recorded at cost less provisions for impairment. Carrying values are
reviewed for impairment annually to determine if there is any indication that any of the investments might be impaired.
The Company uses forecast cash flow information and estimates of future growth to assess whether investments are
impaired.
If the results of operations in a future period are adverse to the estimates used for impairment testing, an impairment may
be triggered at that point.
k)
Taxation
Current tax is the tax currently payable based on taxable profit for the year. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit.
TPXimpact Holdings plc 115
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Consolidated Income
Statement, except where they relate to items that are charged or credited directly to equity, in which case the related
deferred tax is also charged or credited directly to equity.
l)
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Group or Company
becomes a party to the contractual provisions of the instrument.
Financial assets
The Group classifies its financial assets as follows:
Amortised cost
These assets arise principally from the provision of services to customers (e.g. trade receivables), but also incorporate
other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and
the contractual cash flows are solely payments of principal and interest. They are initially recognised at the transaction
price that is directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
Impairment provisions for trade receivables and contract assets are recognised based on the simplified approach within
IFRS 9 using the lifetime expected credit losses. During this process the probability of the non-payment of the trade
receivables and contract assets is assessed. This probability is then multiplied by the amount of the expected loss arising
from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are
reported net, such provisions are recorded in a separate provision account with the loss being recognised within
administration expenses in the Consolidated Income Statement. On confirmation that the trade receivable and contract
assets will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for loans to related parties are recognised based on a forward-looking expected credit loss model.
The methodology used to determine the amount of the provision is based on whether there has been a significant
increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased
significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest
income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along
with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected
credit losses along with interest income on a net basis are recognised.
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid
investments with original maturities of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group and Company are classified in accordance with the
substance of the contractual arrangements entered and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Group and Company after
deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of
direct issue costs.
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate
method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the
liability carried in the Consolidated and Company Statement of Financial Position. For the purposes of each financial
liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest
or coupon payable while the liability is outstanding.
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and
allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts
116
Strategic Report
Corporate Governance
Financial Statements
estimated future cash flows through the expected life of the financial asset or liability, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Fair value on contingent consideration
Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value, with changes in fair value recognised through profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such
remeasurement are recognised in profit or loss.
m)
Employee benefits
Share-based payments – equity-settled
All share-based payment arrangements are recognised in the financial statements. All goods and services received in
exchange for the grant of any share-based remuneration are measured at their fair values. Fair values of employee services
are indirectly determined by reference to the fair value of the share-based payments awarded.
Their value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example,
profitability and sales growth targets).
All share-based remuneration is ultimately recognised as an expense in the Consolidated Income Statement with a
corresponding credit to retained earnings. If vesting periods or other non-market vesting conditions apply, the expense is
allocated over the vesting period, based on the best available estimate of the number of share-based payments expected
to vest. Estimates are subsequently revised if there is any indication that the number of share-based payments expected
to vest differs from previous estimates.
Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense
recognised in prior periods if share-based payments ultimately exercised are different to that estimated on vesting.
Upon exercise of share-based payments, the proceeds received, net of attributable transaction costs, are credited to
share capital and share premium.
The fair value for the share-based payment is determined by the market price on grant date or the application of an option
pricing model, depending upon the characteristics of the scheme concerned.
n)
Pensions
Contributions to defined contribution schemes are charged to the Consolidated Income Statement as they accrue in
accordance with the rules of the scheme. Differences between contributions payable in the year and contributions
actually paid are shown as either accruals or prepayments in the Consolidated Statement of Financial Position.
o)
Presentation of results
In some instances, Alternative Performance Measures (APMs) such as adjusted EBITDA (refer to Financial Review on page
164) are used by the Group to provide ‘adjusted’ results. This is because Management are of the view that these APMs
provide a more appropriate basis on which to analyse business performance and is consistent with the way that financial
performance is measured by Management and reported to the Board.
Adjusted EBITDA is a non-IFRS measure, defined as the Group’s operating profit before expensing depreciation of tangible
fixed assets, amortisation, acquisitions and restructuring costs, impairment, gain or loss on fair value movement contingent
consideration and share-based payments.
There are further APMs discussed within the Annual Report. See note 28 for further details.
p)
Leases
Right-of-use assets
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for annual lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle
TPXimpact Holdings plc 117
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease
incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful economic
lives of the right-of- use assets are determined on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liabilities comprise the following:
•
•
•
•
Fixed payments, including in-substance fixed payments
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date
Amounts expected to be payable under a residual value guarantee; and
The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an
optional renewal period if the Group is reasonable certain to exercise an extension option, and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising for a change in an index or rate, if there is a change in the Group’s estimate of the
amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-
of-use asset, or is recorded in the profit and loss If the carrying amount of the right-of-use asset has been reduced to
zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that
have a lease term of 12 months or less and leases of low value assets including IT equipment. Assets with a value less than
£5,000 are considered low value. The Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
q) Other investments
The Group has elected to designate certain equity investments as fair value through other comprehensive income.
r)
Research and development
Research and development expenditure is recognised in the Consolidated Income Statement as an expense until it can be
demonstrated that the conditions for capitalisation under IAS 38 ‘Intangible Assets’ apply. The criteria for capitalisation
include demonstration that the project is technically and commercially feasible, the Group has sufficient resources to
complete development and the asset will generate probable future economic benefit.
During the year, research and development costs are included within administrative expenses and are not identifiable by
their own subheading. The allocation of the administrative costs that relate to research and development for the Group is
carried out annually at the point of assessment for R&D tax credit relief.
The Group has benefitted from both SME (Small, Medium Enterprise) for R&D tax credits and RDEC (research and
development credits).
RDEC research and development credits are accounted for as having the substance of a government grant and are
recognised in other income. The grants are recognised on the basis of the fair value of claims made. A corresponding other
receivable is recognised at the time the claims are accepted and will subsequently be offset against tax payable.
118
Strategic Report
Corporate Governance
Financial Statements
s)
Equity
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a
financial liability. The Group’s Ordinary Share capital is classified as equity instruments. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Further details of
the categories of share capital and reserves and disclosed in note 21.
t)
Critical accounting judgements and key sources of estimation uncertainty
In preparing these financial statements, management is required to make estimates and assumptions that affect the
reported amount of revenues, expenses, assets, liabilities and the disclosure of contingent liabilities. The resulting
accounting estimates, which are based on management’s best judgement at the date of these financial statements, will not
necessarily equal the subsequent actual amounts. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are summarised below.
Critical judgements:
1.
Revenue recognition
The main judgements are:
•
•
•
Deciding what are the performance obligations in a contract
Deciding whether the contract should be measured over time or at a point in time
The cost to complete contracts to determine the percentage completion
Under IFRS 15, measurement and recognition of revenue requires the Group to make judgements and estimates. In
particular, there are a large number of contracts within the business which may require significant contract interpretation
to determine the appropriate accounting such as whether promised goods and services specified in an arrangement are
distinct performance obligations and based on the contract terms, and whether the performance obligation should be
recognised at a point in time or over time (refer to note 3.2).
2.
Cash generating units (CGUs)
IFRS 3 Business combinations requires management to assess the Cash Generating Unit (CGU) as part of the purchase
price allocation process. The Board uses their judgement in deciding the number of CGU per entity acquired during the
year. CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent
of the cash inflows from other assets or groups of assets.
During the year, there was a change in cash generating units with the addition of a new CGU, Data & Insights, following the
acquisition of Peak Indicators and Swirrl IT in April 2022. Keep IT Simple was also split out from Consulting to form its own
CGU. Management’s view is that the new CGU structure better aligns with the entities’ operations mainly as it relates to its
revenue-generating activities and how the entities are managed and reported internally for decision making purposes.
There were 5 CGUs in the prior year and 7 in the current year.
The cash generating units in the prior year were as follows:
•
•
•
•
•
Consulting – including Foundry4, Human Plus, Arthurly, TPXimpact, Ameo, Difrent and Keep IT Simple
Digital Experience (DX) – including TPXimpact Experience (formerly Manifesto), Deeson and Nudge
TPXimpact Norway (formerly Bene Agere)
Questers
RedCortex
For the current year, there are 7 CGUs within the group, as follows:
•
•
•
Consulting – including Foundry4, Human Plus, Arthurly, TPXimpact, Ameo, and Difrent
Digital Experience (DX) – including TPXimpact Experience (formerly Manifesto), Deeson and Nudge
Data & Insights – including TPXimpact Scotland (formerly Peak Indicators), TPXimpact Scotland (formerly Swirrl IT)
TPXimpact Holdings plc 119
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
•
•
•
•
TPXimpact Norway (formerly Bene Agere)
Questers
RedCortex
Keep IT Simple
Where numbers for each CGU have been disclosed for the current year, prior year comparatives have been restated.
3.
Intangible assets from acquisition
Acquiring a business entity would include purchasing its intangible assets even when there are no intangible assets on its
Statement of Financial Position. The board uses judgement in identifying the types of intangible assets as a result of a
business combination. During the year the board identified several intangibles such as customer lists, brands, client
databases and software. Details of intangible assets identified on acquisitions are in notes 8 and 10.
Key source of estimation uncertainty:
1.
Impairment of goodwill and other intangibles (Group)
Goodwill and other intangibles are subject to an annual impairment review. The key estimate for the carrying value of CGU
is the cash flows associated with the CGU and the WACC. Each of the CGU held by the Group is measured regularly to
ensure that they generate sufficient positive cash flows to justify no impairment.
The Group performs an impairment review of CGUs on at least an annual basis. This requires an estimation of the ‘value in
use’ of the cash-generating units to which the intangible value is allocated. Estimating a value in use amount requires
management to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a
suitable discount rate in order to calculate the present value of those cash flows. Where there is indication of impairment,
the goodwill and other intangibles are impaired by a charge to the Consolidated Income Statement. The key areas of
uncertainty are projected growth in revenues and EBITDA. Management perform sensitivity analysis to ascertain the level
of growth rate that may indicate an impairment. Further explanation is included in note 9 – Goodwill and impairment.
2.
Impairment of investment in subsidiaries (Company)
An assessment of impairment of investments is performed if there is an indicator of impairment. The key estimate for the
carrying value of the investment is the cash flows associated with the investment and the WACC. Each investment is
reviewed regularly to ensure that they generate positive discounted cash flows.
The same principles used in the assessment of impairment of goodwill are used for estimating the ‘value in use’ of the cash
flows of the investment. Where there is an indication of impairment, the investment is impaired by a charge to the
company income statement. The key area of uncertainty is the projected revenue growth. On an annual basis,
management perform sensitivity analysis to ascertain the level of growth rate that may indicate an impairment of the
investment.
3.
Fair value of other investments (Group and Company)
The fair value of other investments has been estimated on the basis of information from external sources using the most
appropriate valuation technique.
4.
Impairment of inter-group balances (Company)
An assessment of the recoverability of intercompany balances is performed by reviewing the future cash flows of the
subsidiary. Where there is an indication of impairment, a provision for doubtful debt is recorded by a charge to the
Company income statement.
u)
Non-current assets held for sale and discontinued operations
Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, where certain conditions are met, an asset or
disposal group that is for sale is recognised as “held for sale”. The Group has classified a disposal group as held for sale if
the carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to
be the case, the disposal group must be available for immediate sale in its present condition subject only to terms that are
usual and customary for sales of such assets and its sale must be highly probable. Such assets are measured at the lower
120
Strategic Report
Corporate Governance
Financial Statements
of carrying amount and fair value less costs to sell, and are not depreciated or amortised, excluding certain assets that are
carried at fair value under IFRS 5.
3. Segment reporting
The Group has identified its operating segments based on the internal reports reviewed and used by the Chief Operating
Decision Maker (CODM), being the Board of Directors, in assessing the Group’s performance and in determining the
allocation of resources.
The Board has concluded that it monitors the Group’s performance and makes business decisions around investments,
resource allocation and acquisitions based on the Group’s services. These services are noted below and consist of
7 reportable segments (5 in the previous financial year). Comparatives have been restated to present information under
the new reporting segments.
•
•
•
•
•
•
•
Consulting
Digital experience
Data and Insights
KITS
TPX Norway (previously Bene Agere)
Questers
RedCortex
The Board of Directors primarily uses a measure of revenue and adjusted EBITDA which is taken as earnings before interest,
tax, depreciation, amortisation, costs relating to business acquisitions and restructuring, costs relating to share-based
payments and fair value movement in contingent consideration to assess the performance of the operating segments.
Information about segment revenue is disclosed in the tables below.
3.1.1 Revenue
i)
Revenue by service
Included in revenues arising from ‘Consulting’ services are revenues of £4.8m (2022: £10.9m) which arose from the Group’s
largest customer and represents approximately 6% of the Group’s total revenue.
Segment Restated*
2023 2022
£’000 £’000
Consulting 34,915 42,736
Digital Experience 13,935 16,090
Data and Insights 7,772 –
KITS 10,887 15,045
TPX Norway (formerly Bene Agere) 1,985 1,633
Questers 13,129 10,645
RedCortex 7,038 2,067
Intersegment eliminations (5,981) (8,507)
Total revenue 83,680 79,709
*
As described in the accounting policies, KITS formed its own CGU in 2023 having previously been included within Consulting. Prior year
comparatives have been re-presented.
TPXimpact Holdings plc 121
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
ii)
Revenue by geography
Restated*
2023 2022
£’000 £’000
UK 74,251 70,942
Norway 1,985 1,633
Switzerland 3,277 2,641
Bulgaria 190 80
Belgium 398 134
Germany 765 447
United States 2,271 3,389
Malaysia 98 270
Other 445 173
Total revenue 83,680 79,709
*
Prior year comparatives have been re-presented to provide further details on EU countries.
122
Strategic Report
Corporate Governance
Financial Statements
3.1.2 Adjusted EBITDA by service
Restated*
2023 2022
£’000 £’000
Consulting 2,791 2,515
Digital Experience 1,484 5,106
Data and Insights 1,695 –
KITS 2,413 4,353
TPX Norway (formerly Bene Agere) 222 699
Questers 1,337 1,184
RedCortex 797 303
Central services** (8,263) (1,963)
Total adjusted EBITDA 2,476 12,197
Finance costs (1,105) (683)
Depreciation and amortisation (7,053) (5,931)
Costs relating to business restructuring (2,541) (1,769)
Costs directly attributable to business combinations (229) (1,013)
(Loss)/gain from fair value movement of contingent consideration (188) 152
Goodwill and intangible asset impairment (11,765) –
Share-based payments (65) (427)
(Loss)/profit before tax from continuing operations (20,470) 2,526
*
As described in the accounting policies, KITS formed its own CGU in 2023 having previously been included within Consulting. Prior year
comparatives have been re-presented.
** The cost of Central services has increased in FY23 as a result of the Group's integration initiatives, whereby a number of back office support
functions and systems are now managed from the Centre, as well as increased investment in these services.
TPXimpact Holdings plc 123
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
3.2 Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of services over time and at a point in time in the following service line:
Digital Data and TPXimpact Other &
Year ended Consulting Experience Insights Norway Questers KITS RedCortex Eliminations* Total
31 March 2023 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
External revenue 33,539 13,513 6,932 1,985 12,023 9,202 6,486 – 83,680
Inter-segment
revenue 1,376 422 840 – 1,106 1,685 552 (5,981) –
Total revenue 34,915 13,935 7,772 1,985 13,129 10,887 7,038 (5,981) 83,680
Recognised at a
point in time – – 186 – 12,773 – – (1,043) 11,916
Recognised over
time 34,915 13,935 7,586 1,985 356 10,887 7,038 (4,938) 71,764
Total revenue 34,915 13,935 7,772 1,985 13,129 10,887 7,038 (5,981) 83,680
Digital Data and TPXimpact Other & Restated**
Year ended Consulting Experience Insights Norway Questers KITS RedCortex Eliminations* Total
31 March 2022 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
External revenue 36,004 15,399 – 1,633 9,813 14,793 2,067 – 79,709
Inter-segment
revenue 6,732 691 – – 832 252 – (8,507) –
Total revenue 42,736 16,090 – 1,633 10,645 15,045 2,067 (8,507) 79,709
Recognised at a
point in time – – – – 10,164 – – (832) 9,332
Recognised over
time 42,736 16,090 – 1,633 481 15,045 2,067 (7,675) 70,377
Total revenue 42,736 16,090 – 1,633 10,645 15,045 2,067 (8,507) 79,709
*
Inter-segment revenues are eliminated on consolidation and reflected in the adjustments and eliminations column.
** As described in the accounting policies, KITS formed its own CGU in 2023 having previously been included within Consulting. Prior year
comparatives have been re-presented.
3.3 Non-current assets by geography
2023 2022
£’000 £’000
United Kingdom 81,257 90,023
Norway 1,861 1,875
Bulgaria 3,925 4,342
Total non-current assets* 87,043 96,240
*
Non-current assets excluding deferred tax.
124
Strategic Report
Corporate Governance
Financial Statements
4. Operating profit/(loss)
2023 2022
£’000 £’000
Operating profit/(loss) is stated after charging/(crediting):
Depreciation of property, plant & equipment (note 12) 228 178
Depreciation of right-of-use assets (note 13) 478 406
Amortisation of intangible assets (note 10) 6,347 5,347
Impairment of intangible assets (note 10) 1,770 –
Impairment of goodwill (note 9) 9,995 –
Employee costs (note 5.2) 44,421 33,874
Costs directly attributable to business combinations 229 1,013
Costs relating to business restructuring* 2,541 1,769
Loss on disposal of fixed assets 6 4
Loss/(gain) from fair value movement of contingent consideration (note 20) 188 (152)
Share-based payments (note 5.5) 65 427
Short-term leases (note 13) 830 425
Net foreign exchange (gains)/losses (1) 99
*
Business restructuring costs incurred in both current and prior year relating to the restructuring of personnel and aggregation of activities to a
divisional structure.
4.1 Auditors remuneration
2023 2022
£’000 £’000
Fees payable to the Company’s auditors and its associates for the audit of parent company
and consolidated financial statements 346 223
Fees payable to Company’s auditors and its associates for the audit of Company’s subsidiaries 23 29
Fees payable to Company’s auditors and its associates for other services:
Audit-related assurance services 9 9
378 261
4.2 Finance costs
2023 2022
£’000 £’000
Interest payable on bank loan and overdrafts 1,058 669
Interest and finance charges paid/payable for lease liabilities and financial liabilities
not at fair value through profit or loss 47 14
Finance costs 1,105 683
TPXimpact Holdings plc 125
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
5. Employee costs
5.1 Directors and employees
The average number of staff employed by the Group during the financial year is 735 (2022: 548).
5.2 Employee remuneration
2023 2022
£’000 £’000
Wages and salaries 38,572 28,999
Pension contributions 1,514 746
Share-based payments 65 427
Social security costs 4,054 3,182
Other benefits 216 520
Total 44,421 33,874
Directors’ remuneration is disclosed in the Remuneration Committee Report on pages 78 to 82 of this Annual Report.
5.3 Key management personnel headcount
2023 2022
Number of key management personnel for the parent company 7 6
2023 2022
Number of key management personnel for the Group 12 24
Key management personnel for the parent company comprises the Board. The Group’s key management personnel
comprises the Board as well as the Group’s Senior Leadership Team. This is a change in the key management personnel
from prior year to reflect the business structure following the change programme.
5.4 Key management emoluments
Emoluments for the key management personnel for the parent company:
2023 2022
£’000 £’000
Wages and salaries 667 620
Pension contributions 18 24
Share-based payments 40 46
Social security costs 87 75
Other payments 490 –
Other benefits 10 6
Total 1,312 771
126
Strategic Report
Corporate Governance
Financial Statements
The total emoluments for the Group’s management key personnel for the year:
2023 2022
£’000 £’000
Wages and salaries 1,326 2,653
Pension contributions 51 115
Share-based payments 88 66
Social security costs 169 247
Other payments 490 –
Other benefits 10 22
Total 2,134 3,103
Further details of compensation for the Board are disclosed in the Remuneration Committee Report on pages 78 to 82.
5.5 Share-based payments
The Group has the following equity-settled share plans:
Enterprise Management Incentive Scheme ‘EMI’
Share options granted to employees as determined by key management personnel and the Remuneration Committee at
IPO of the company. No further EMI options can be granted by the Group. The options cannot be exercised within two
years unless specific criteria are met and have a maximum life of 10 years. Exercise of the options will be settled by the
issue of shares and there are no cash alternatives. Options ordinarily are forfeited if the employee leaves the Group before
the options vest.
Company Share Option Plan ‘CSOP’
Share options granted to employees as determined by key management personnel and the Remuneration Committee. The
CSOP permits the Company to grant CSOP options which have tax advantages pursuant to the provisions of Schedule 4 to
the Income Tax (Earnings & Pensions) Act 2003 (“Schedule 4”). The options cannot be exercised within one year unless
specific criteria are met and have a maximum life of 10 years. Exercise of the options will be settled by the issue of shares
and there are no cash alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options
vest.
Unapproved Share Option Plan ‘Unapproved scheme’
Unapproved share options are typically granted to employees based outside of the UK as determined by key management
personnel and the Remuneration Committee. The options cannot be exercised within two years unless specific criteria are
met and have a maximum life of 10 years. Exercise of the options will be settled by the issue of shares and there are no
cash alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest.
UK Share Incentive Plan (SIP)
The Group established a Share Incentive Plan for UK employees in the prior year. Under this scheme all eligible employees
are able to purchase ordinary shares ‘Partnership shares’ through tax-efficient salary sacrifice. Each Partnership share
offers a free matching award of ordinary shares (‘Matching Shares’) on a one-to-one basis. The shares are held in trust by
Cytec Solutions Corporate Trustees who also administer the scheme. A minimum period of three years is imposed before
the employee can withdraw.
LTIP
LTIP awards are retention awards granted to key executives of the Group. Awards vest three years after grant, provided the
participant is still employed within the Group.
TPXimpact Holdings plc 127
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Executive LTIP
Executive LTIP awards are granted to the most senior executives of the Group (including the executive directors). The
performance period is three years with the vest date in the November following the end of the performance period (e.g. for
the LTIP granted in February 2023, the performance period is 1 October 2022 to 30 September 2025, with vesting in
November 2025). Vesting is conditional on continued employment throughout the vesting period.
There are three performance criteria, TSR growth, EPS growth and ESG targets each constituting 50%, 35% and 15%
respectively of the vesting value, and each measured over a three-year period:
(i)
TSR against a comparator group of companies. Vesting for performance as follows:
–
–
–
0% vesting below median performance
25% vesting for performance in line with median
100% vesting for upper quartile performance or greater
with straight-line vesting for performance in between.
(ii) Growth in EPS (CAGR). EPS defined as adjusted diluted EPS with vesting for performance as follows:
–
–
–
–
0% vesting below 10% growth
25% vesting for 10% growth
50% vesting for 15% growth
100% vesting for 25% growth
with straight-line vesting for performance in between.
(iii)
ESG. Three performance criteria, each constituting one-third of the 15% allocated to ESG performance criteria:
Achieve and maintain B-Corp Certification over the performance period
Achieve and maintain median employee wellbeing & satisfaction scores >7.5 over the performance period
Halve at least 75% of the Representation, Pay and Inclusion 2021 Gaps
–
–
–
Other
Other share awards represent “special” one-off recruitment or retention awards which have vesting periods of between
two and three years and are generally not subject to any vesting criteria other than the employee’s continued employment.
Valuation methodology
For all plans the valuation methodology is based upon fair value on grant date which is determined by the market price on
that date or the application of an option pricing model, depending upon the characteristics of the scheme concerned.
The fair value of the options granted in the current period under the LTIP and Other plans have an exercise price at nominal
value. The fair value of these options is approximated by the market price at date of grant.
The number of outstanding options under other valuation methods are as follows:
Binomial Monte Carlo
Model model
Number of outstanding options as at 31 March 2023 1,598,193 1,315,736
128
Strategic Report
Corporate Governance
Financial Statements
The total share-based payments expense included in the Consolidated Income Statement is:
2023 2022
£’000 £’000
Share-based payments to employees 65 427
Total 65 427
The total share-based payments expense relating to Directors of the Company is £40k (2022: £46k).
The total share-based payments expense relating to key management personnel of the Group is £88k (2022: £66k).
The Group deferred tax asset as at 31 March 2023 in respect of share options which have been issued to date was £nil
(2022: £nil).
Movements on options granted (ordinary shares)
Outstanding Outstanding Exercisable
1 April 31 March 31 March
2022 Granted Forfeited Exercised 2023 2023
EMI 1,790,618 – (657,598) – 1,133,020 698,002
CSOP 535,720 – (113,583) – 422,137 77,324
Unapproved scheme 1,008,408 – (174,636) – 833,772 446,939
SIP 106,972 242,252 (44,949) – 304,275 –
LTIP 109,561 4,213,301 (144,960) – 4,177,902 –
Executive LTIP – 1,050,000 – – 1,050,000 –
Other 192,542 655,511 (198,373) – 649,680 –
Weighted average exercise price (p)
Outstanding Outstanding Exercisable
1 April 31 March 31 March
2022 Granted Forfeited Exercised 2023 2023
EMI 74 – (74) – 74 74
CSOP 83 – (82) – 82 82
Unapproved scheme 75 – (74) – 74 74
The weighted average exercise price for LTIP, Executive LTIP and Other options is nominal value (1p). The SIP options
represent the ‘Matching shares’ which are free under the SIP scheme.
For share options outstanding at 31 March the range of exercise prices was nil-185p with a weighted average remaining
contractual life of 101 months.
TPXimpact Holdings plc 129
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
6. Taxation
Continuing operations
2023 2022
Current tax £’000 £’000
UK corporation tax for the period at 19% (2022: 19%) (3) (1,526)
Adjustments in respect of prior period provisions (93) 575
Overseas current tax charge on income for the year (94) (56)
Total current tax (190) (1,007)
Deferred tax
Current year 1,638 1,012
Change in deferred tax rate – (1,372)
Adjustments in respect of prior periods 19 (339)
Total deferred tax 1,657 (699)
Total tax credit/(charge) 1,467 (1,706)
During 2023 a deferred tax credit of £1,488k (2022: £724k) was attributable to deferred tax on intangible assets acquired
as part of business combinations. For further deferred tax information – see note 22.
130
Strategic Report
Corporate Governance
Financial Statements
The relationship between expected tax expense based on the effective tax rate of the Group of 7% (2022: 68%) and the tax
expense recognised in the Consolidated Income Statement can be reconciled as follows:
2023 2022
£’000 £’000
(Loss)/profit or the year before tax from continuing operations: (20,470) 2,526
Tax rate 19% 19%
Expected tax credit/(charge) 3,889 (480)
Principal differences due to:
Expenses not deductible for tax purposes (38) (121)
Impairment charges (2,175) –
Non taxable income 111 19
Losses carried back (186) –
Foreign tax suffered 54 35
Other timing differences leading to increase/decrease (40) (27)
Adjustments in respect of prior period provisions (137) 575
Adjustments in respect of prior period deferred tax 19 (339)
Movement in deferred tax rates – (1,372)
Deferred tax assets on losses not recognised (105) –
Other deferred tax movements 75 4
1,467 (1,706)
Earnings per share
7.
Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders by the weighted
average number of ordinary shares in issue during the period. The weighted average number of shares excludes shares
held by an Employee Benefit Trust (see note 21) and has been adjusted for the issue/purchase of shares during the period.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion
of all dilutive potential ordinary shares. These represent share-based payments (see note 5) granted to employees where
the exercise price is less than the average market price of the Company’s ordinary shares and share purchase agreements
(see note 8) where the terms and conditions could affect the measurement of basic and diluted earnings per share during
the year ended 31 March 2023.
A number of shares that were issued during the period are contingent on certain conditions being met and therefore these
have been excluded from the calculation of the weighted average number of Ordinary Shares in issue.
The Group has also chosen to present an alternative earnings per share measure, adjusted earnings per share, with profit
adjusted for non-underlying items because it better reflects the Group’s underlying performance. This measure is defined in
note 28.
TPXimpact Holdings plc 131
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
2023 2022
Number of Number of
shares shares
For the year 000 000
Weighted average number of shares in issue, basic 90,613 84,583
Contingent consideration where all conditions are met 284 1,698
Less: Shares held by the Employee Benefit Trust (weighted average) (530) (3)
Less: Shares held by the SIP (weighted average) (182) (67)
Weighted average number of shares for calculating basic earnings per share 90,185 86,211
Weighted average number of dilutive shares 3,839 1,768
Weighted average number of shares for calculating diluted earnings per share 94,024 87,979
2023 2022
For the year £’000 £’000
(Loss)/profit after tax from continuing operations (19,003) 820
Profit/(loss) after tax from discontinued operations 1,445 (723)
(Loss)/profit after tax from total operations (17,558) 97
Adjusted profit after tax from continuing operations* 644 9,951
Earnings per share is calculated as follows:
For the year 2023 2022
Basic earnings per share from continuing operations (21.1p) 1.0p
Basic earnings per share from discontinued operations 1.6p (0.8p)
Basic earnings per share from total operations (19.5p) 0.2p
Adjusted basic earnings per share from continuing operations 0.7p 11.5p
For the year 2023 2022
Diluted earnings per share from continuing operations** (21.1p) 0.9p
Diluted earnings per share from discontinued operations** 1.6p (0.8p)
Diluted earnings per share from total operations** (19.5p) 0.1p
Adjusted diluted earnings per share from continuing operations 0.7p 11.3p
*
**
Adjusted profit after tax on continuing operations is defined in note 28.
In the year ended 31 March 2023, the weighted average shares used in the basic EPS calculation has also been used for reported diluted EPS due to
the anti-dilutive effect of the weighted average shares calculated for the reported diluted EPS calculation. This approach has been applied to the
calculation of diluted EPS from both continuing and total operations in the year ended 31 March 2023, and diluted EPS from discontinued
operations in the year ended 31 March 2022.
132
Strategic Report
Corporate Governance
Financial Statements
8. Business combinations
During the year the Company completed the acquisitions of TPXimpact Data Limited (“TPXD”) (formerly Peak Indicators
Limited) and TPXimpact Scotland Limited (“TPXS”) (formerly Swirrl IT Limited). A summary of the acquisitions is shown
below.
Summary
Business combination summary TPXD TPXS Total
as at 31 March 2023 £’000 £’000 £’000
Date of acquisition 07 April 2022 6 April 2022
Consideration payable Cash and Shares Cash and Shares
% acquired 100% 100%
Acquisition related costs 24 29 53
Intangible assets acquired on acquisition 1,708 1,019 2,727
Net assets/(liabilities) 2,249 1,213 3,462
Total identifiable net assets acquired at fair value 3,957 2,232 6,189
Cash 3,394 2,374 5,768
Shares (including deferred consideration) 1,831 1,796 3,627
Total fair value consideration 5,225 4,170 9,395
Goodwill 1,268 1,938 3,206
Cash flow
Total cash consideration less cash acquired* 1,220 630 1,850
*
The total net cash paid for acquisitions during the year was £1,969k as disclosed in the consolidated statement of cash flows. The additional
payment of £119k was made in respect of prior year acquisitions Nudge and KITS.
All acquisition-related costs which were not directly attributable to the issue of shares are included in administrative
expenses in the Consolidated Income Statement and in operating cash flows in the Statement of Cash Flows.
Having joined the Group, TPXD and TPXS have formed the new Data and Insights CGU.
The results of both entities have been incorporated into the results of the Group from 1 April 2022. There were no material
transactions between 1 April 2022 and the date of acquisition.
(i)
Cashflows from investing activities – acquisition of subsidiaries
The cash paid for acquiring the companies and the cash acquired are summarised as follows:
Cash paid Cash obtained
for acquisition in acquisition
Entity £’000 £’000
TPXD 3,394 2,174
TPXS 2,374 1,744
Total 5,768 3,918
TPXimpact Holdings plc 133
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
The cash paid by the parent company only is as follows
Cash paid for acquisition
of subsidiaries
Entity £’000
TPXD 3,394
TPXS 2,374
Total 5,768
Goodwill comprises the value of expected synergies arising from combining the operations of the acquiree and acquirer’s
customer relationships which has been recognised as intangible assets. None of the goodwill recognised is expected to be
deductible for income tax purposes.
Business combination explained by entity
a.
TPXimpact Data Limited (TPXD) (formerly Peak Indicators Limited)
On 7 April 2022, TPXimpact Holdings plc acquired the entire issued share capital of Peak Indicators Limited, a data science
and analytics consultancy, allowing the Group to expand its capabilities in these areas. Peak Indicators Limited, company
registration number 06704556 is incorporated in England. Its registered office is 7 Savoy Court, London, United Kingdom,
WC2R 0EX.
The consideration for the acquisition was £5.2m, satisfied through the payment of £3.4m cash and the issue of 938,888
new ordinary shares in TPXimpact Holdings plc.
Fair value
Book cost adjustments Fair value
TPXD £’000 £’000 £’000
Intangibles
Customer lists – 1,708 1,708
Tangible assets
Property, plant and equipment 70 – 70
Current assets
Trade and other receivables 3,043 – 3,043
Cash and cash equivalents 170 – 170
Current liabilities
Trade and other liabilities (439) – (439)
Tax liability (186) – (186)
Non-current liabilities
Deferred tax – (409) (409)
Net assets 2,658 1,299 3,957
Cash 3,394
Shares issued (Non contingent equity) 1,831
Fair value of total consideration 5,225
Goodwill 1,268
134
Strategic Report
Corporate Governance
Financial Statements
The trade and other receivables are all considered recoverable. Cash consideration of £3.4m was all paid by the parent
company, TPXimpact Holdings plc.
b.
TPXimpact Scotland Limited (TPXS) (formerly Swirrl IT Limited)
On 6 April 2022, TPXimpact Holdings plc acquired the entire issued share capital of Swirrl IT Limited, a cloud-based open
data consultancy, allowing the Group to expand its capabilities in this area. The core operations of the business are to help
government organisations to disseminate and manage their data enabled decisions. Swirrl IT Limited, company registration
number SC337356 is incorporated in Scotland. Its registered office is Macfarlane Gray House Castlecraig Business Park,
Springbank Road, Stirling, Stirlingshire, FK7 7WT.
The consideration for the acquisition was £4.2m, satisfied through the payment of £2.4m cash and the issue of 888,888
new ordinary shares in TPXimpact Holdings plc.
Fair value
Book cost adjustments Fair value
TPXS £’000 £’000 £’000
Intangibles
Customer lists – 941 941
Software 111 78 189
Tangible assets
Property, plant and equipment 5 – 5
Current assets
Trade and other receivables 1,393 – 1,393
Cash and cash equivalents 628 – 628
Current liabilities
Trade and other liabilities (570) – (570)
Taxes and social security costs (74) – (74)
Non-current liabilities
Deferred tax (36) (244) (280)
Net assets 1,457 775 2,232
Cash 2,374
Share issued (Non contingent equity) 1,796
Fair value of total consideration 4,170
Goodwill 1,938
The trade and other receivables are all considered recoverable.
TPXimpact Holdings plc 135
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
9. Goodwill and impairment
Accumulated
impairment Carrying
Cost losses amount
£’000 £’000 £’000
As at 31 March 2021 53,323 – 53,323
On acquisitions 12,965 – 12,965
Assets held for sale (131) – (131)
As at 31 March 2022 66,157 – 66,157
On acquisitions/additions 3,324 _ 3,324
Impairment charge for the year _ (9,995) (9,995)
As at 31 March 2023 69,481 (9,995) 59,486
The acquisitions during the year were TPXimpact Data (formerly Peak Indicators) and TPXimpact Scotland (formerly
Swirrl IT). These entities formed a new cash generating unit namely the Data and Insights division. In the year ended
31 March 2023, there is a total of seven (7) cash generating units (CGUs).
Impairment tests for goodwill and intangible assets
The value of CGUs is assessed according to the projected performance of the relevant businesses. This is performed by
calculating the recoverable amount of all CGUs based on value in use calculations. These calculations use a post-tax cash
flow projection based on latest forecasts by each CGU which are extrapolated to cover a 5 year period. A risk-free
discount rate is based on WACC using the CAPM model. As the WACC used in the value in use calculation is the post-tax
WACC, the implied pre-tax WACC has been subsequently calculated and disclosed below.
Each reporting period, management compares the resulting cash flow projections by CGU to the carrying value of goodwill.
If the carrying value of goodwill materially exceeds value in use in this calculation, a resulting impairment charge is
recorded in the Consolidated Income Statement. The following table sets out the key assumptions for the CGUs. The
revenue growth rate used varies between years, with the 5 year CAGR shown in the table below.
As well as the following assumptions, EBITDA margins based on latest forecasts have been used for each CGU and range
from 8% to 22%. A long-term growth rate of 3% was used to extrapolate cash flows beyond the budget period.
Acquired
Intangible
Goodwill Assets
Carrying value Carrying value Revenue Pre-tax
31 March 31 March growth discount
2023 2023 (5 year CAGR) rate
CGU £’000 £’000 % %
Consulting 31,044 3,499 19% 14%
Digital Experience 10,026 1,867 7% 14%
Data and Insights 3,206 2,270 10% 14%
KITS – 13,616 2% 14%
TPX Norway (formerly Bene Agere) 1,845 11 11% 13%
Questers 2,993 112 6% 16%
RedCortex 10,372 1,870 16% 14%
136
Strategic Report
Corporate Governance
Financial Statements
Based on the impairment review carried out at the end of 31 March 2023, management believes that the projection of cash
flows from the CGUs exceeds the carrying value of the goodwill and acquired intangible assets except for KITS where a
£10.0m impairment of goodwill and a £887k impairment of customer lists has been recorded. Furthermore, a £482k
impairment of brands has been recorded in the Consulting and DX divisions for brands no longer in use.
Sensitivity analysis:
Management concluded that the key factor for sensitivity analysis is the revenue growth rate from FY24 onwards. The
discount factor is assumed to be determined by way of the estimated risk of the market and the cost of debt which is
based on the credit facility from HSBC at 2.75% plus SONIA.
For all CGUs, with the exception of RedCortex and KITS, the revenue growth rate would need to reduce by over 10% across
the projection period to suggest an impairment may be required.
With respect to RedCortex and KITS, although revenue would need to reduce by less than 10% (1% in the case of
RedCortex) across the projection period to suggest an impairment (or further impairment in the case of KITS) may be
required, management believe that there are mitigation actions that could be taken to increase profitability. These include
controls over discretionary spend and operational efficiency initiatives such as assessing the mix of permanent headcount
and contractors.
The assumptions used in the impairment review are subjective and provide key sources of estimation uncertainty,
specifically in relation to growth assumptions, future cashflows and the determination of discount rates. The actual results
may vary and accordingly may cause adjustments to the Group's valuation in future years. Sensitivity analysis performed
on the impairment review indicates sufficient headroom in the event of reasonably possible changes in key assumptions.
10. Other intangible assets
Intangible assets are non-physical assets which have been obtained as part of an acquisition or research and
development activities, such as innovations, introduction and improvement of products and procedures to improve
existing or new products. All intangible assets have an identifiable future economic benefit to the Group at the point the
costs are incurred. Customer lists and brands are amortised over a maximum period of eight years from the date of
acquisition.
Group
Customer
Brand list Database Software Total
Intangible assets £’000 £’000 £’000 £’000 £’000
Cost
As at 1 April 2021 2,615 30,426 50 710 33,801
Additions – – – 829 829
Acquired on acquisition 352 4,125 – – 4,477
Asset held for sale – (64) – (886) (950)
As at 31 March 2022 2,967 34,487 50 653 38,157
Additions – – – 244 244
Acquired on acquisitions – 2,649 – 189 2,838
As at 31 March 2023 2,967 37,136 50 1,086 41,239
TPXimpact Holdings plc 137
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Customer
Brand list Database Software Total
Intangible assets £’000 £’000 £’000 £’000 £’000
Amortisation and impairment
As at 1 April 2021 801 3,518 22 90 4,431
Charge for the year 554 4,719 10 244 5,527
Assets held for sale – (27) – (267) (294)
As at 31 March 2022 1,355 8,210 32 67 9,664
Charge for the year 590 5,440 10 307 6,347
Impairment 482 887 – 401 1,770
As at 31 March 2023 2,427 14,537 42 775 17,781
Net book value
As at 31 March 2023 540 22,599 8 311 23,458
As at 31 March 2022 1,612 26,277 18 586 28,493
As at 31 March 2021 1,814 26,908 28 620 29,370
See note 9 goodwill and impairment for details on the valuation methodology applied and considerations around intangible
assets impairment.
Company
Software
Intangible assets £’000
Cost
As at 1 April 2021 –
Additions 402
As at 31 March 2022 402
Additions 79
As at 31 March 2023 481
Amortisation and impairment
As at 1 April 2021 –
Amortisation 8
As at 31 March 2022 8
Amortisation 158
Impairment 315
As at 31 March 2023 481
Net book value
As at 31 March 2023 –
At 31 March 2022 394
138
Strategic Report
Corporate Governance
Financial Statements
Investments
11.
Subsidiary Other
undertakings investments Total
£’000 £’000 £’000
Cost
As at 1 April 2021 98,578 – 98,578
Additions 19,791 – 19,791
As at 31 March 2022 118,369 – 118,369
Additions 9,579 2,188 11,767
Disposals (249) – (249)
As at 31 March 2023 127,699 2,188 129,887
Accumulated impairment
As at 1 April 2021 100 – 100
Impairment 510 – 510
As at 31 March 2022 610 – 610
Impairment 25,092 – 25,092
As at 31 March 2023 25,702 – 25,702
Net book value
As at 31 March 2023 101,997 2,188 104,185
At 31 March 2022 117,759 – 117,759
Investments in Group undertakings are recorded at cost, which is the fair value of the consideration paid plus the fair value
of contingent consideration determined at the acquisition date.
The Company annually tests the carrying value of investments for impairment. The FY23 review assessed whether the
carrying value of investments was supported by the net present value of future cash flows derived from the assets. As a
result of this review an impairment charge of £25.1m (2022: £nil) was recognised in the year ended 31 March 2023. Further
details of the assumptions used in the review are provided in note 9.
Disposals relate to £249k for Greenshoot Labs Limited which was sold in May 2022.
Other investments comprise a 17.1% equity stake in OpenDialog AI Limited, a company registered in England & Wales, which
is carried at fair value through other comprehensive income. Management have assessed fair value on the basis of financial
information from the company and other external data.
TPXimpact Holdings plc 139
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
At 31 March 2023, the Company had the following subsidiaries:
Companies
Country of
incorporation
Foundry4 Limited
England & Wales
Human Plus Limited
England & Wales
iDisrupted Limited
England & Wales
TPXimpact Experience
(previously Manifesto Digital
Limited)
England & Wales
Manifesto Digital Limited
England & Wales
Questers Global Group
Limited
England & Wales
Questers Resourcing Limited
England & Wales
Arthurly Limited
England & Wales
Registered address
Principal activity Shareholding
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
Digital service consultancy,
software development,
data and automation
100%
Dormant
100%1
Dormant 100%
Digital experience agency 100%
Dormant 100%
Holding company 100%2
Provides dedicated highly
skilled talent pool to
businesses from Sofia,
Bulgaria
100%
Dormant 100%
Difrent Limited
England & Wales
7 Savoy Court, London,
WC2R 0EX
Digital transformation
consultancy
Keep IT Simple Limited
England & Wales
Questers Bulgaria EOOD
Bulgaria
Deeson Group Holdings Limited
England & Wales
Deeson Group Limited
England & Wales
7 Savoy Court, London,
WC2R 0EX
Sofia, 17 H. Ibsen Str.,fl.5
BG175406553
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
100%
100%
100%
Delivers managed services
with expertise in service
integration & management
Provides dedicated highly
skilled talent pool to
businesses from Sofia,
Bulgaria
Holding company 100%
Digital experience agency 100%3
TPXimpact Norway (previously
Bene Agere Norden AS)
Norway
Postboks 573 Sentrum
O105 Oslo
Strategic and management
digital transformation
100%
TPXimpact Limited
England & Wales
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Digital and service design
consultancy
100%4
1
Foundry4 Limited owns 100% of Human Plus Limited
2 Questers Global Group Limited fully own Questers Resourcing Limited and Questers Bulgaria
3
4
Deeson Group Holdings Limited owns 100% of Deeson Group Limited
TPXimpact Limited owns 100% of US Creates Limited
140
Strategic Report
Corporate Governance
Financial Statements
Companies
Country of
incorporation
US-Creates Limited
England & Wales
Registered address
Principal activity Shareholding
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Dormant 100%
Ameo Professional Services
Limited
England & Wales
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Strategic and management
consultancy focusing on
digital transformation
100%
Nudge Digital Limited
England & Wales
RedCortex Limited
England & Wales
7 Savoy Court, London,
WC2R 0EX
Brunel House, 2 Fitzalan
Road, Cardiff, CF24 0EB
Digital experience agency 100%
Cloud transformation,
architecture and
programme management
100%
TPXimpact Data Limited
England & Wales
7 Savoy Court, London,
WC2R 0EX
Data science services and
analytics consultancy
100%
Peak Indicators Limited
England & Wales
Futuregov. Limited
England & Wales
The Panoply Holdings Limited
England & Wales
TPXimpact Scotland Limited
Scotland
Swirrl IT Limited
Scotland
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
Macfarlane Gray House,
Castlecraig Business Park,
Springbank Road, Stirling,
FK7 7WT
Macfarlane Gray House,
Castlecraig Business Park,
Springbank Road, Stirling,
FK7 7WT
Dormant 100%
Dormant 100%
Dormant 100%
Cloud-based open data
consultancy
100%
Dormant 100%
TPXimpact Holdings plc 141
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
12. Property, plant and equipment
Fixtures & Leasehold
IT equipment Fittings Improvements Total
Group £’000 £’000 £’000 £’000
Cost of assets
At 1 April 2021 297 109 185 591
Acquisition of subsidiaries 23 3 – 26
Additions 173 – – 173
Disposals (27) (25) (185) (237)
Assets held for sale (3) – – (3)
At 31 March 2022 463 87 – 550
Depreciation
At 1 April 2022 114 26 159 299
Charge for the year 155 17 6 178
Disposals (40) (16) (165) (221)
Assets held for sale (3) – – (3)
At 31 March 2022 226 27 – 253
Net book value
At 31 March 2022 237 60 – 297
At 31 March 2021 183 83 26 292
142
Strategic Report
Corporate Governance
Financial Statements
Fixtures &
IT equipment Fittings Total
Group £’000 £’000 £’000
Cost
At 1 April 2022 463 87 550
Acquisition of subsidiaries 34 42 76
Additions 290 50 340
Disposals (80) (2) (82)
At 31 March 2023 707 177 884
Depreciation
At 1 April 2022 226 27 253
Charge for the year 183 45 228
Exchange adjustments 1 – 1
Impairment 3 2 5
Disposals (76) – (76)
At 31 March 2023 337 74 411
Net book value
At 31 March 2023 370 103 473
At 31 March 2022 237 60 297
13. Right of use assets/Lease liabilities
The Group leases various offices, electric vehicles and office equipment. Rental contracts vary from rolling 3 month
contracts to fixed contracts for up to several years.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to
the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for
which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for
these as a single lease component.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease
agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.
Leased assets may not be used as security for borrowing purposes.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group uses recent third-party financing received by the individual lessee
as a starting point, adjusted to reflect changes in financing conditions since third party financing was received.
TPXimpact Holdings plc 143
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Amounts recognised in the Statement of Financial Position
Right-of-use assets relate to property rentals where the lease term is greater than 12 months in duration. Items that do not
meet the criteria of a right-of-use asset have been recorded in the income statement and are summarised below.
The Statement of Financial Position shows the following amounts relating to leases:
2023 2022
Right-of-use assets £’000 £’000
Leased buildings 751 1,072
Electric vehicles 687 221
1,438 1,293
Lease liabilities
Current 564 416
Non-current 909 878
1,473 1,294
The maturity profile of the Group’s lease liabilities is as follows:
£’000 £’000
Within one year 601 415
In more than one year but less than two years 580 409
In more than two years but less than three years 296 523
In more than three years 82 –
1,559 1,347
Effect of discounting (86) (53)
Lease liability 1,473 1,294
144
Strategic Report
Corporate Governance
Financial Statements
Leased Electric
buildings vehicles Total
Right-of-use assets £’000 £’000 £’000
Cost of assets
1 April 2022 2,682 260 2,942
Additions – 719 719
Disposals (862) (147) (1,009)
At 31 March 2023 1,820 832 2,652
Depreciation
1 April 2022 1,610 39 1,649
Charge for the year 321 157 478
Disposals (862) (51) (913)
At 31 March 2023 1,081 133 1,214
Net book value
At 31 March 2023 751 687 1,438
At 31 March 2022 1,072 221 1,293
The income statement shows the following amounts relating to leases:
2023 2022
£’000 £’000
Interest on lease liabilities 47 13
Expenses relates to short term leases 830 425
Expenses relating to leases of low-value assets, excluding short term leases of low-value assets 13 21
890 459
14. Trade and other receivables
2023 2022
Group £’000 £’000
Trade receivables 16,333 15,924
Prepayments 828 559
Other receivables 651 441
Trade and other receivables 17,812 16,924
Trade receivables at the reporting date comprise amounts receivable from the provision of the Group’s products and
services.
The average credit period taken on the provision of these services is 71 days (2022: 73 days).
A breakdown of trade receivables by currency is provided in note 25.
TPXimpact Holdings plc 145
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Trade receivables are non-interest bearing and generally have a 30 to 60 day payment term. The age of trade receivables
before impairment is as follows:
2023 2022
£’000 £’000
Not yet due 14,352 10,632
Past due 1-30 days 1,597 3,117
Past due 31–60 days 326 1,183
Past due 61–90 days 41 951
Past due 91–120 days 16 49
Past due 121+ days 158 59
Trade receivables before impairment 16,490 15,991
Provision for bad debt (157) (67)
Trade receivables as at 31 March 16,333 15,924
Loss rates are calculated based on actual credit losses over the past three years and adjusted to reflect differences
between the historical credit losses and the Group’s view of the economic conditions over the expected lives of the
receivables.
2023 2022
Company £’000 £’000
Prepayments 316 91
Other receivables 789 181
Trade and other receivables 1,105 272
15. Cash and cash equivalents
2023 2022
Group £’000 £’000
Cash at bank and in hand 6,717 7,864
Cash held by trust 55 50
Total cash and cash equivalents 6,772 7,914
Cash balances are held with a small number of counterparties, with high credit ratings. Borrowings were taken out during
the year. These are discussed in note 17.
2023 2022
Company £’000 £’000
Cash at bank and in hand 3,318 514
Total cash and cash equivalents 3,318 514
The Directors consider that the carrying amount of these assets is a reasonable approximation of their fair value. The
credit risk on liquid funds is limited because the counterparty is a bank with high credit ratings.
146
Strategic Report
Corporate Governance
Financial Statements
16. Trade and other payables
16.1 Current
2023 2022
Group £’000 £’000
Trade payables 4,468 5,236
Accruals and other payables 4,475 2,482
Trade and other payables 8,943 7,718
2023 2022
Company £’000 £’000
Trade payables 622 607
Accruals and other payables 999 662
Trade and other payables 1,621 1,269
17. Borrowings
In July 2022, the Group entered into a three year £30m revolving credit facility (“RCF”) with HSBC UK Bank plc (“HSBC”).
The RCF is secured over the shares and assets of TPXimpact Holdings plc and its material UK subsidiaries, and has a £15m
accordion. Interest is payable on a monthly basis at SONIA plus a margin which varies depending on the Group's adjusted
leverage ratio (net debt to adjusted EBITDA). The average margin was 2.2% in FY23. At 31 March 2023, £24.5m had been
drawn down from the RCF, with £5.5m undrawn.
Under the terms of the RCF, the Group is required to comply with the following financial covenants:
•
•
Adjusted leverage (based on net debt over adjusted EBITDA) should be less than 2.5 and
Interest cover (adjusted EBITDA over net finance costs) must be more than 4.
Adjusted EBITDA is taken on a proforma basis, assuming that all companies have been part of the Group for 12 months.
Prior to year-end the Group secured a waiver of its lending covenants at 31 March 2023 and agreed a further waiver at
30 June 2023. Amended covenants (based on minimum liquidity and Adjusted EBITDA levels) will apply until
30 September 2024, at which time the original leverage metrics will be reinstated.
TPXimpact Holdings plc 147
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
2023 2022
Group secured £’000 £’000
Bank loans 24,317 18,000
Total secured borrowings 24,317 18,000
Group unsecured
Credit cards & unsecured borrowings – 20
Total unsecured borrowings – 20
Total borrowings 24,317 18,020
2023 2022
Company secured £’000 £’000
Bank loans 24,317 18,000
Total secured borrowings 24,317 18,000
Total borrowings 24,317 18,000
18. Assets and liabilities related to contracts with customers
All revenue relates to contracts with customers. The Group have a number of contracts where it receives payments from
customers based on a billing schedule. Revenue recognised in excess of invoices raised is included within contract assets.
Where amounts have been invoiced in excess of revenue recognised, the excess is included within contract liabilities.
2023 2022
Group £’000 £’000
Current contract assets 2,999 3,840
Loss allowance – –
Total contract assets 2,999 3,840
Contract liabilities 3,608 4,536
Total contract liabilities 3,608 4,536
148
Strategic Report
Corporate Governance
Financial Statements
Revenue recognised in relation to contract liabilities
The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward
contract liabilities and how much relates to performance obligations that were satisfied in a prior year:
2023 2022
Group £’000 £’000
Revenue recognised that was included in the contract liability taken over on acquisition 409 598
Revenue recognised that was included in the contract liability balance
at the beginning of the period 4,536 1,144
Revenue recognised from performance obligations satisfied in previous periods – 478
Unsatisfied long-term contracts
The majority of customer contracts for the Group as at 31 March 2023 are 12 months or less. Long term contracts with
unsatisfied performance obligations as at 31 March 2023 are £nil (2022: £nil).
19. Other taxes and social security costs
Group
2023 2022
Current liability £’000 £’000
VAT 3,242 2,435
Other taxes and social security costs 831 1,725
Total 4,073 4,160
Company
2023 2022
Current liability £’000 £’000
VAT – 27
Other taxes and social security costs 45 88
Total 45 115
TPXimpact Holdings plc 149
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
20. Deferred and contingent consideration
The consideration payment for the acquired businesses includes deferred consideration, in the form of equity payment,
contingent upon certain results being achieved over relevant periods.
2023 2022
Group £’000 £’000
Opening fair value at 1 April 3,371 11,752
Settlement of deferred consideration (shares) (3,334) (8,229)
Movement in fair value of contingent consideration 188 (152)
Fair value at 31 March 225 3,371
Deferred consideration measured at amortised cost – 467
Settlement in the year (cash) – (467)
Amortised cost at 31 March – –
Total 225 3,371
Deferred and contingent consideration as at 31 March:
Deferred and contingent consideration due less than one year 225 3,173
Deferred and contingent consideration due more than one year – 198
As at 31 March 225 3,371
2023 2022
Company £’000 £’000
Fair value at 1 April 3,371 11,752
Settlement of deferred consideration (shares) (3,334) (8,229)
Movement on fair value contingent consideration 188 (152)
Fair value at 31 March 225 3,371
150
Strategic Report
Corporate Governance
Financial Statements
2023 2022
Company £’000 £’000
Deferred consideration measured at amortised cost – 467
Settlement in the year – (467)
Amortised cost at 31 March – –
Total 225 3,371
Deferred and contingent consideration as at 31 March:
Deferred and contingent consideration due less than one year 225 3,173
Deferred and contingent consideration due more than one year – 198
As at 31 March 225 3,371
The contingent consideration liability of £225k at 31 March 2023 was settled in shares on 6 June 2023.
The loss from fair value movement of contingent consideration of £188k in the year (2022: gain of £152k) resulted from the
unwinding of the discount.
21. Share capital and reserves
Share capital and reserves comprise of the following categories:
•
•
•
•
•
•
•
•
Share capital: The nominal value of shares in issue.
Share premium: The excess of the value received for shares issued over their nominal value less transaction costs
and amounts used to fund bonus issues.
Merger reserve – Under section 612 of the Companies Act 2006, where a company issues equity shares in
consideration for shares in another company and secures at least 90% equity holding in another company, then the
excess consideration over the nominal value of the shares issued should be recorded as a merger relief reserve.
Capital redemption reserve: The nominal value of shares cancelled.
Foreign exchange reserve: Cumulative gains or losses recognised on retranslation of overseas operations.
Share option reserve: The cumulative charge recognised under international financial reporting standards less
amounts exercised. This was reclassified to retained earnings in the year ended 31 March 2023.
Retained earnings: Cumulative gains or losses not recognised elsewhere, less amounts distributed to shareholders. In
the current year, dividends of £815k were paid by the Company.
Own shares: the value of shares held by the Employee Benefit Trust and the Employee Share Incentive Plan.
TPXimpact Holdings plc 151
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Share capital allotted, called up and fully paid 2023 2022
Ordinary shares of £0.01 each
At 31 March 91,876,019 87,386,595
Number of
shares Par value
Shares issued and fully paid 000 £’000
At 1 April 2021 80,428 804
Acquisition of subsidiaries 3,836 38
Settlement of contingent consideration 3,309 35
Cancellation of shares (972) (10)
Exercise share options 688 7
Shares issued to SIP scheme 98 –
As at 31 March 2022 87,387 874
Acquisition of subsidiaries 1,828 18
Settlement of contingent consideration 2,560 26
Shares issued to SIP scheme 101 1
As at 31 March 2023 91,876 919
The share price with reference to the acquisitions in the year ranged from 195.0p to 202.0p.
Own Shares
Holding of own shares are stated at cost and represent shares purchased by TPXimpact Holdings plc Employee Benefit
Trust (EBT) in the Company for the purpose of funding the Group’s share-based incentive plans. In addition, own shares
also include shares held by the Share incentive plan (SIP) on behalf of employees until vesting conditions have been met.
Details of these arrangements are disclosed in note 5.5 on pages 127 to 129. The trustees of the EBT purchase the
Company’s ordinary shares in the open market using funds provided by the Company. The Company has provided a loan
facility to the EBT which is drawn down monthly by the Trust to enable it to meet its administrative costs. As part of the SIP
scheme the company gives 1 free ‘Matching Share’ for every 1 Partnership Share purchased by the employee. Details of the
number and value of shares has been disclosed below:
EBT SIP Scheme
Number of shares 865k 593k
Market value of shares at 31 March 2023 £242k £166k
152
Strategic Report
Corporate Governance
Financial Statements
22. Deferred tax
Deferred tax liability
2023 2022
£’000 £’000
As at 1 April 6,696 5,133
Deferred tax arising from acquisition of subsidiaries 685 851
Movement in income statement for the year (1,545) 712
Other movements (40) –
As at 31 March 5,796 6,696
The Government has announced an increase in corporation tax rate to 25% which became effective 1 April 2023. As at
31 March 2022 this was enacted and reflected in prior year’s results.
Deferred tax asset
2023 2022
Tax losses: £’000 £’000
Unused tax losses for which no deferred tax asset has been recognised – 19
Potential tax benefit available for offset against future profits in the jurisdiction in which
the loss arises – 5
2023 2022
Accelerated capital allowances £’000 £’000
As at 1 April 47 15
Movement in income statement for the year 112 32
As at 31 March 159 47
23. Ultimate controlling party and related party transactions
In the opinion of the Directors there is no ultimate controlling party. All other transactions and balances with related
parties, which are presented for the Group and the Company, are detailed below.
Transactions with subsidiaries
(i)
Transactions Company (to and from) subsidiaries:
Transactions with subsidiaries comprise sale and purchase of services in the ordinary course of business at normal
commercial terms. Total income accrued in the Company as a result of management fees was £1.0m (2022: £2.5m). During
TPXimpact Holdings plc 153
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
the year the Company received £0.2m (2022: £16.1m) dividends from its subsidiaries (refer to Company Statement of Cash
Flow). Intercompany loans to and from subsidiaries for the year are noted in the table below.
Balances outstanding at 31 March 2023 and 2022 in respect of the transactions between Company and its subsidiaries are
shown below:
2023 2022
Outstanding balances between Company and subsidiaries £’000 £’000
Other receivables from Group undertakings 1,868 1,997
Intercompany loans to Group undertakings* 9,189 951
Other payables to Group undertakings (318) –
Intercompany loans from Group undertakings* (16,368) (396)
Total (5,629) 2,552
*
Intercompany loans to/from Group undertakings are interest-bearing at a variable market rate of 5-6% in 2023 (2022: 3%) and are repayable on
demand.
Other receivables from Group undertakings primarily relate to management fees due to the Company from its subsidiaries.
As at 31 March 2023, the balance was £1.9m (2022: £2.0m) including a provision of £0.3m (2022: nil).
(ii)
Transactions amongst subsidiaries:
Transactions with subsidiaries comprise sale and purchase of services in the ordinary course of business at normal
commercial terms. Total intercompany sales revenue was £6.0m (2022: £2.1m).
Transactions with Directors
Details of Directors’ interests in the Company’s shares, service contracts and remuneration are set out in the report of the
Remuneration Committee to members on pages 78 and 82.
The director’s loan provided to Neal Gandhi of £40k (2022: £50k) from its subsidiary, Questers Resourcing Limited,
remains outstanding as at 31 March 2023. This is interest free and repayable on demand.
Total dividends paid to directors during the year was £13k (2022: £7k).
During the year ended 31 March 2023, £12k (excluding VAT) was paid to Growth Company FD Limited in respect of
consulting services provided by Oliver Rigby, former executive director and CFO of the Company. These costs were
incurred in the period after his resignation as a director of the Company.
24. Financial instruments
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure
them. The significant accounting policies regarding financial instruments are disclosed in note 2.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Contract assets
Deferred and contingent consideration
Lease liabilities
Borrowings
•
•
•
•
•
•
•
154
Strategic Report
Corporate Governance
Financial Statements
Financial assets and liabilities measured at amortised cost
The book values of the financial instruments (excluding equity shares) used by the Group, from which financial risk arises,
are as follows:
Group
2023 2022
Financial assets at amortised cost* £’000 £’000
Trade receivables 16,333 15,924
Other receivables 651 441
Contract assets 2,999 3,840
Cash and cash equivalents 6,772 7,914
As at 31 March 26,755 28,119
*
The fair value of financial assets carried at amortised cost approximates to the carrying amounts because of the short maturity of these
instruments.
Financial assets at amortised cost include the following debt investments which are included within ‘Other receivables’:
2023 2022
£’000 £’000
Loans to related parties 40 50
As at 31 March 40 50
2023 2022
Financial liabilities at amortised cost less than one year £’000 £’000
Trade payables 4,468 5,236
Other payables 2,278 719
Accruals 2,197 1,763
Borrowings – 20
Deferred and contingent consideration – 467
Lease liabilities 564 416
As at 31 March 9,507 8,621
TPXimpact Holdings plc 155
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
2023 2022
Financial liabilities at amortised cost greater than one year £’000 £’000
Borrowings 24,317 18,000
Lease liabilities 909 878
As at 31 March 25,226 18,878
At a Company level, the principal financial instruments used from which financial instrument risk arises, are as follows:
•
•
•
•
•
•
Intercompany loans and other receivables due from Group undertakings
Cash and cash equivalents
Trade and other payables
Deferred and contingent consideration
Borrowings
Intercompany loans and other payables due to Group undertakings
Company
2023 2022
Financial assets at amortised cost £’000 £’000
Other receivables 789 181
Other receivables from Group undertakings 1,868 1,997
Intercompany loans to Group undertakings 9,189 951
Cash and cash equivalents 3,318 514
As at 31 March 15,164 3,643
*
The fair value of financial assets carried at amortised cost approximates to the carrying amounts because of the short maturity of these
instruments.
2023 2022
Financial liabilities at amortised cost due on demand or within one year £’000 £’000
Trade payables 622 607
Accruals and other payables 999 662
Other payables to Group undertakings 318 –
Intercompany loans to Group undertakings 16,368 396
As at 31 March 18,307 1,665
2023 2022
Financial liabilities at amortised cost due greater than one year £’000 £’000
Borrowings 24,317 18,000
As at 31 March 24,317 18,000
156
Strategic Report
Corporate Governance
Financial Statements
Fair value measurement
Financial instruments in the category “fair value through profit or loss” are measured in the Consolidated Statement of
Financial Position at fair value. In determining fair value, the group has classified its financial instruments into three levels of
fair value measurement hierarchy:
•
•
•
Level 1 – Quoted prices (unadjusted) in an active market for identical assets or liabilities
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for assets or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices)
Level 3 – Inputs for asset or liability that are not based on observable market data (that is unobservable inputs)
Other investments included in level 3 are unlisted securities, where market value is not readily available. The Group has
estimated relevant fair values on the basis of information from outside sources using the most appropriate valuation
technique, which may include external funding rounds, revenue and EBITDA multiples and discounted cash flows
The following table presents the Group’s and Company’s assets and liabilities that are measured at fair value at 31 March
2023:
2023 2022
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
£’000 £’000 £’000 £’000 £’000 £’000
Contingent consideration – – 225 – – 3,371
Other investments – – 2,188 – – –
Deferred and
Other contingent
investments consideration
Reconciliation for level 3 is shown below: £’000 £’000
As at 1 April 2021 – 11,752
Settlements – (8,229)
Fair value movement deferred contingent consideration (reflected in Consolidated
Income Statement) – (152)
As at 31 March 2022 – 3,371
Additions 2,188 –
Settlements – (3,334)
Fair value movement deferred contingent consideration (reflected in Consolidated
Income Statement) – 188
As at 31 March 2023 2,188 225
TPXimpact Holdings plc 157
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
25. Risk management
The Group finances its activities through equity and bank financing. No speculative treasury transactions are undertaken,
and no derivative contracts were entered into. Financial assets and liabilities include those assets and liabilities of a
financial nature, namely cash and borrowings. The Group is exposed to a variety of financial risks arising from its operating
activities, which are monitored by the Directors and are reported in the Risk and Risk Management section on pages 57 to
59.
25.1 Cash and liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably. The Group policy throughout the year has been to ensure continuity of funding by
a combination of available bank facilities and the issue of equity. The following table shows the contractual maturities of
financial liabilities measured at amortised cost:
Contractual maturities of financial liabilities at 31 March 2023:
Group Company
Less than 1 to 2 to Effect of Less than 1 to 2 to Effect of
1 year 2 years 5 years discounting Total 1 year 2 years 5 years discounting Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Trade and other payables
(note 16) 8,943 – – – 8,943 1,621 – – – 1,621
Borrowings (note 17) 1,625 1,625 24,723 (3,656) 24,317 1,625 1,625 24,723 (3,656) 24,317
Lease Liabilities (note 13) 601 580 378 (86) 1,473 – – – – –
Amount owed to Group
undertakings (note 23) – – – – – 16,686 – – – 16,686
11,169 2,205 25,101 (3,742) 34,733 19,932 1,625 24,723 (3,656) 42,624
Contractual maturities of financial liabilities at 31 March 2022:
Group Company
Less than 1 to 2 to Effect of Less than 1 to 2 to Effect of
1 year 2 years 5 years discounting Total 1 year 2 years 5 years discounting Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Trade and other
payables (note 16) 7,718 – – – 7,718 1,269 – – – 1,269
Borrowings (note 17) 486 18,956 – (1,422) 18,020 486 18,956 – (1,422) 18,020
Deferred consideration (note 20) 467 – – – 467 – – – – –
Lease Liabilities (note 13) 415 409 523 (53) 1,294 – – – – –
Amount owed to Group
undertakings (note 23) – – – – – 396 – – – 396
9,086 19,365 523 (1,475) 27,499 2,151 18,956 – (1,422) 19,685
25.2 Capital risk management
The Group’s policy on capital structure is to maintain a level of gross cash available, which the Board considers to be
adequate to fund a range of potential EBITDA movements, taken from a series of business projections and scenarios.
Based on these business projections the Board believes it has sufficient cash resources at its disposal to pursue its
chosen strategy of maximising shareholder returns from its customer base.
The Group manages its capital to ensure that trading entities in the Group will be able to continue as a going concern,
while maximising the returns to shareholders through the efficient use of cash and equity. The capital structure of the
158
Strategic Report
Corporate Governance
Financial Statements
Group consists of cash at bank and in hand and equity attributable to equity holders of the parent, comprising issued
share capital, reserves and retained earnings as disclosed in the Consolidated Statement of Changes in Equity on page
102.
The Directors seek to promote recurring revenues to a wide range of business customers, to reduce the risks associated
with fluctuations in the UK economy and to increase the long-term value to customers and shareholders.
The declaration and payment by the Group of any future dividends on the Ordinary Shares and the amount will depend on
the results of the Group’s operations, its financial condition, cash requirements, future prospects, profits available for
distribution and other factors deemed to be relevant at the time. In order to maintain or adjust the capital structure, the
Group may adjust the amount of any pay-outs to the shareholders, return capital to the shareholders, issue new shares
and make borrowings or sell assets to reduce debt.
25.3 Credit risk
The Group’s policy is to monitor trade and other receivables and avoid significant concentrations of credit risk. The
principal credit risk arises from trade receivables. Aged receivables reports are reviewed monthly as a minimum. The credit
control function follows a policy of sending reminder letters that start once an invoice is over 30 days overdue. These
culminate in a legal letter with the threat of legal action. In a limited number of cases, legal action has been pursued. An
aged analysis of receivables is shown in note 14 to the financial statements.
In line with IFRS 9, the Group assesses the credit risk balances at each reporting date, to assess whether the credit risk on
a financial instrument has increased significantly since initial recognition. The simplified approach has been applied to
trade debtors to measure the loss allowance at an amount equal to the lifetime expected credit loss (ECL) at initial
recognition and throughout its life. The credit risk is assessed by reviewing the contract income amount compared to the
amount subsequently recovered. The Group does not identify specific concentrations of credit risk with regards to trade
and other receivables, as the amounts recognised represent a large number of receivables from various customers,
including some government authorities. Assessment of the average expected credit loss across the Group is deemed to
be low over a period of 36 months to 31 March 2023 with the exception of Bene Agere in 2021. The bad debt provision as at
31 March 2023 was assessed to be £157k (2022: £67k). Trade receivables are stated net of an impairment for estimated
irrecoverable amounts to £16m (2022: £16m). This impairment has been determined by reference to known issues.
Write-offs are made when the irrecoverable amount becomes certain. During the year £245k of bad debt was written off
which primarily relates to Foundry4. The Group’s main risk relates to trade receivables which are stated net of the
provisions above. No collateral is held as security against these debtors and the carrying value represents the fair value.
The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 March 2023 and
the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect
current and forward- looking information on macroeconomic factors affecting the ability of the customers to settle the
receivables.
TPXimpact Holdings plc 159
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
25.4 Foreign currency risk
The Group’s main foreign currency risk is the short-term risk associated with accounts receivable and payable
denominated in currencies that are not the subsidiaries’ functional currency. The risk arises on the difference in the
exchange rate between the time invoices are raised/received and the time invoices are settled/paid. For sales
denominated in foreign currencies the Group will try to ensure that the purchases associated with the sale will be in the
same currency. Most monetary assets and liabilities of the Group were denominated in pounds sterling except for the
following currency in the table below, and which are included in the financial statements at the sterling value based on the
exchange rate ruling at the Statement of Financial Position date.
Sensitivity analysis in foreign exchange rates shows an increase or decrease by 10% in exchange rates against GBP, with all
other variables held constant, would increase or decrease net assets attributable to shareholders by approximately £105k
(2022: £294k).
The maximum exposure to foreign currency risk for the Group trade receivables at the reporting date was:
2023 2022
£’000 £’000
Norwegian Krone (NOK) 193 252
European Union currency (EUR) 184 99
Bulgarian Lev (BGN) 54 –
United States of America Dollar (USD) 15 –
As at 31 March 446 351
The maximum exposure to foreign currency risk for Group cash and cash equivalents at the reporting date by was:
2023 2022
£’000 £’000
European Union currency (EUR) 3 126
Norwegian Krone (NOK) 626 444
Bulgarian Lev (BGN) 245 89
United States of America Dollar (USD) 6 21
As at 31 March 880 680
The maximum exposure to foreign currency risk for the Group trade and other payables at the reporting date was:
2023 2022
£’000 £’000
USD 29 11
EUR 12 –
NOK 41 208
BGN 89 100
Other 2 –
As at 31 March 173 319
160
Strategic Report
Corporate Governance
Financial Statements
25.5 Interest rate risk
In the year ended 31 March 2023, the Group has an RCF facility balance of £24.5m denominated in GBP. The facility has a
floating rate basis (SONIA) for a period of 3 years up to July 2025. Interest rate risk arises on the change in SONIA which
affects the interest payable by the Group as well as the leverage to Adjusted EBITDA ratio, which determines the margin
applied to SONIA by our lender.
Sensitivity analysis in interest rates show that with an increase or decrease in 100 basis points, with all other variables held
constant, the net assets attributable to shareholders would increase or decrease by approximately £245k (2022: £202k).
26. Non-cash investing and financing activities
Non-cash investing and financing activities disclosed in other notes are:
•
•
Partial settlement of a business combination through the issue of shares (note 8)
Acquisition of right-of-use assets (note 13)
Net debt reconciliation
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
Liabilities from financing activities
Cash and
Lease cash
Borrowings liabilities Sub-total equivalents Total
Group £’000 £’000 £’000 £’000 £’000
Net (debt)/cash at 1 April 2021 (13,055) (389) (13,444) 5,734 (7,710)
Cash flows (4,945) 362 (4,583) 2,180 (2,403)
New leases – (1,267) (1,267) – (1,267)
Other (20) – (20) – (20)
Net (debt)/cash at 31 March 2022 (18,020) (1,294) (19,314) 7,914 (11,400)
Cash flows (6,300) 445 (5,855) (1,813) (7,668)
Acquisition of subsidiary – – – 798 798
Disposal of subsidiary – – – (127) (127)
New leases – (624) (624) – (624)
Other 3 – 3 – 3
Net (debt)/cash at 31 March 2023 (24,317) (1,473) (25,790) 6,772 (19,018)
TPXimpact Holdings plc 161
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
Liabilities from financing activities
Inter Cash and
company cash
Borrowings loans Sub-total equivalents Total
Company £’000 £’000 £’000 £’000 £’000
Net cash at 1 April 2021 (13,000) (4,936) (17,936) 344 (17,592)
Cash flows (5,000) 5,491 491 170 661
Other (20) – (20) – (20)
Net (debt)/cash at 31 March 2022 (18,020) 555 (17,465) 514 (16,951)
Cash flows (6,300) (7,734) (14,034) 2,804 (11,230)
Other 3 – 3 – 3
Net (debt)/cash at 31 March 2023 (24,317) (7,179) (31,496) 3,318 (28,178)
27. Discontinued operations
On 1 December 2021 the Group announced its intention to dispose of Greenshoot Labs Limited, “GSL”, a wholly owned
subsidiary. The sale of the subsidiary to OpenDialog AI Limited (ODAL) completed on 24 May 2022 for a total aggregate
price of £2.2m. The price was satisfied on completion of the transaction by the allotment and issue by ODAL to TPXH of
800,000 ordinary shares of £0.00001 each in the capital of the Buyer, such Consideration Shares having an aggregate
value of £2.2m and being equal to 17.1% of the share capital of ODAL. This consideration is presented as an “Other
investment” on the Group’s consolidated statement of financial position.
The subsidiary is reported in the current and prior year as a discontinued operation in the consolidated income statement.
The disposal generated a gain of £1.6m included in the profit after tax on discontinued operations in the year ended 31
March 2023. The associated assets and liabilities of the disposal group were presented as held for sale in the consolidated
statement of financial position at 31 March 2022. Financial information relating to the discontinued operation for the Group
is set out below.
2023 2022
£’000 £’000
Revenue 27 93
Cost of sales (58) (439)
Gross loss (31) (346)
Administrative expenses (76) (428)
Other income – 16
Operating loss (107) (758)
Finance costs – (4)
Loss before tax (107) (762)
Taxation (54) 39
Loss for the year (161) (723)
Gain on sale of discontinued operations 1,606 –
Net gain/(loss) attributable to discontinued operations 1,445 (723)
162
Strategic Report
Corporate Governance
Financial Statements
The gain on sale of discontinued operations disposed by 31 March 2023 is calculated as follows:
2023
£’000
Intangible assets 591
Property, plant and equipment 7
Trade and other receivables 11
Contract assets 19
Cash and cash equivalents 127
Trade and other payables (95)
Contract liabilities (97)
Other taxes and social security costs (19)
Net assets 544
Consideration received in shares 2,188
Transaction costs (38)
Total consideration received 2,150
Gain on sale of discontinued operations 1,606
Income statement reconciliation:
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
2023 2023 2023 2022 2022 2022
£’000 £’000 £’000 £’000 £’000 £’000
Revenue 83,680 27 83,707 79,709 93 79,802
Cost of sales (62,775) (58) (62,833) (55,341) (439) (55,780)
Gross profit/(loss) 20,905 (31) 20,874 24,368 (346) 24,022
Administrative expenses (40,789) (76) (40,865) (21,738) (428) (22,166)
Other income 519 1,606 2,125 579 16 595
Operating (loss)/profit (19,365) 1,499 (17,866) 3,209 (758) 2,451
Finance costs (1,105) – (1,105) (683) (4) (687)
(Loss)/profit before tax (20,470) 1,499 (18,971) 2,526 (762) 1,764
Taxation 1,467 (54) 1,413 (1,706) 39 (1,667)
(Loss)/profit after tax for the year (19,003) 1,445 (17,558) 820 (723) 97
TPXimpact Holdings plc 163
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS continued
28. Alternative performance measures
Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards
(“IFRS”). In measuring our performance, the financial measures that we use include those which have been derived from
our reported results in order to eliminate factors which distort period-on-period comparisons. These are considered
non-GAAP financial measures, and include measures such as like-for-like revenue, adjusted EBITDA and net debt
(excluding lease liabilities). We believe this information, along with comparable GAAP measurements, is useful to
shareholders and analysts in providing a basis for measuring our financial performance. The adjusted EBITDA is based on
the results of continuing operations.
Like-for-like
Like-for-like comparisons are calculated by comparing current year results (which includes acquisitions from the relevant
date of completion) to prior year results, adjusted to include the results of acquisitions for the commensurate period in
the prior year.
Reconciliation of operating (loss)/profit to adjusted EBITDA:
2023 2022
£’000 £’000
Operating (loss)/profit (19,365) 3,209
Amortisation of intangible assets 6,347 5,347
Depreciation 706 584
Loss/(gain) from fair value movement of contingent consideration 188 (152)
Impairment of intangible assets 1,770 –
Impairment of goodwill 9,995 –
Share based payments 65 427
Costs directly attributable to business combinations 229 1,013
Costs relating to business restructuring 2,541 1,769
Adjusted EBITDA 2,476 12,197
164
Strategic Report
Corporate Governance
Financial Statements
Reconciliation of (loss)/profit before tax to adjusted profit after tax:
2023 2022
£’000 £’000
(Loss)/profit before tax on continuing operations (20,470) 2,526
Amortisation of intangible assets 6,347 5,347
Loss/(gain) from fair value movement of contingent consideration 188 (152)
Impairment of intangible assets 1,770 –
Impairment of goodwill 9,995 –
Share based payments 65 427
Costs directly attributable to business combinations 229 1,013
Costs relating to business restructuring 2,541 1,769
Adjusted profit before tax on continuing operations 665 10,930
Tax (excluding impact of amortisation of intangible assets) (21) (979)
Adjusted profit after tax on continuing operations 644 9,951
Net debt (excluding lease liabilities)
Net debt (excluding lease liabilities) at a period end consists of cash and cash equivalents and borrowings due within one
year and after one year.
29. Post balance sheet events
At year end, the Group had a revolving credit facility with HSBC of £30m with a £15m accordion of which £24.5m had been
drawn down. The Group’s financing arrangements require the following covenants to be met: Net debt to rolling twelve
month Adjusted EBITDA of 2.5x or less and Adjusted EBITDA to interest cover of at least 4.0x, also on a twelve month rolling
basis. The Group received a waiver of these covenants at both 31 March 2023 and 30 June 2023.
For the following four quarters, management and HSBC have agreed a reset of the Group’s lending covenants based on
minimum levels of liquidity at each month end and minimum Adjusted EBITDA levels at each quarter-end. These terms will
apply until the quarter ending 30 September 2024, at which time the covenants will return to the previous measures.
TPXimpact Holdings plc 165
[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
166
166
DIRECTORS, SECRETARY AND ADVISERS
Joint broker
Dowgate Capital Limited
15 Fetter Lane,
London EC4A 1BW
Solicitors
Harbottle & Lewis LLP
14 Hanover Square,
London W1S 1HP
Registered Auditor
CLA Evelyn Partners Limited
45 Gresham Street,
London EC2V 7BG
Bankers
HSBC UK Bank plc
4th Floor,
3 Temple Quay, Bristol BS1 6DZ
Registrars
Neville Registrars
Neville House,
Steelpark Road,
Halesowen B62 8HD
Directors
Mark Smith
Non-Executive Chairman
Chris Sweetland
Non-Executive Director
Isabel Kelly
Non-Executive Director
Rachel Neaman
Non-Executive Director
Neal Gandhi
Non-Executive Director
Björn Conway
Chief Executive Officer
Steve Winters
Chief Financial Officer
Secretary
Steve Winters
Company number
10533096
Registered office
7 Savoy Court,
London WC2R 0EX
Nominated adviser and Joint broker
Stifel Nicolaus Europe Ltd
150 Cheapside,
7th Floor,
London EC2V 6ET
Financial statements and other information included in annual reports may differ from legislation in other jurisdictions.
Sterling Financial Print
176440
T
P
X
i
m
p
a
c
t
H
o
l
d
i
n
g
s
p
l
c
|
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
2
0
2
3
TPXimpact Holdings plc,
7 Savoy Court,
London WC2R 0EX
@TPXimpact
hello@TPXimpact.com
tpximpact.com