TRANSFORMATION
Annual Report and Financial Statements 2024
tpximpact.com
People-powered
ABOUT TPXIMPACT
We believe in a world enriched by people-powered digital transformation. We’re
building a future where people, places and the planet are supported to thrive. Motivated
by a belief that the way people experience the world matters, we’re on a mission to
accelerate positive change.
Combining our rich heritage and expertise in human-centred design, data, experience
and technology, we’re creating sustainable solutions ready for an ever-evolving world.
Business Performance
Revenue1
FY2023: £69.7m3
Adjusted profit
before tax1,5
FY2023: £0.8m3
£1.8m
£84.3m
Permanent FTE
FY2023: 4863
533
Adjusted
EBITDA1,5
FY2023: £2.3m3
£4.6m
Overall ethnic
minority diversity
FY2023: 19%
22%
People-powered
TRANSFORMATION
Adjusted EBITDA
Margin1
FY2023: 3.3%3
5.5%
Reported
operating loss1
FY2023: £(19.0)m3
£(22.8)m
Adjusted diluted
earnings per share1,6
FY2023: 0.9p3
2.1p
Net debt at
year-end2
FY2023: £17.5m
£7.1m
Hours
donated
FY2023: 2,565
2,738
FY2023: 50%
Female
representation
51%
tCO2e per
£1m revenue
FY2023: 18.184
15.33
1
From continuing operations
2 Excluding lease liabilities
3 Prior year figures have been re-presented in accordance with IFRS 5
Non-current Assets Held for Sale and Discontinued Operations
4 This year we have recalculated our FY23 emissions and net zero
targets due to exceeding the 5% SBTI threshold for significant
changes to business operations
5 Adjusted EBITDA and Adjusted profit before tax are defined in
note 28 to the financial statements
6 Adjusted diluted earnings per share is defined in note 7 to the
financial statements
Strategic review
About TPXimpact
IFC
CEO Statement
2
Financial Review
6
TPXimpact Our Story
10
Creating Value: People
14
Creating Value: Places
15
Creating Value: Planet
16
Creating Value: Shareholders
17
Section 172 Statement
19
ESG Section
22
Corporate governance
Chairman’s Statement
34
Risk and Risk Management
36
Board of Directors
40
Corporate Governance Report
44
ESG Committee Report
49
TCFD Report
52
Remuneration Committee Report
56
Audit, Risk and AIM Rules Compliance Committee
Report
63
Directors’ Report
65
Statement on Directors’ Responsibilities
67
Financial statements
Independent Auditor’s Report
70
Consolidated Income Statement
77
Consolidated Statement of Financial Position
78
Consolidated Statement of Changes in Equity
80
Consolidated Statement of Cash Flows
81
Company Statement of Financial Position
83
Company Statement of Changes in Equity
85
Notes to the Consolidated Financial Statements
86
Directors, Secretary and Advisers
128
CONTENTS
Annual Report & Accounts 2024 | 1
Financial Statements
Corporate Governance
Strategic Report
2 | tpximpact.com
CEO STATEMENT
Björn Conway
Chief Executive Officer,
TPXimpact
I am pleased to report that we
have successfully executed the
first (and some aspects of the
second) year of our three-year
plan in line with our objectives.
The business is now simpler to navigate and manage, distilled
into our three core businesses of Digital Transformation,
manifesto and KITS. A year ago, we were focused on stability,
reinvigorating the strength of our offering, and balancing
commercial focus with our dedication to Purpose. With
a stable platform now established, founded upon sound
financial and operational management, we are now in a
position to accelerate growth and take advantage of the
opportunities a post-General Election environment will bring.
Our recent B-Corp accreditation provides further affirmation
of our Purpose credentials which are core to our stakeholder
proposition.
The key financial performance indicators are very positive:
we have achieved or exceeded all our targets for the year,
with like-for-like revenue growth of 21%, Adjusted EBITDA of
£4.6m (double last year) and an Adjusted EBITDA margin of
5.5%. New business wins totalled a record £139m, including
major wins early in the year with His Majesty’s Land Registry
(up to £49m over four years) and the Department of
Education (up to £27m over two years). Net debt ended the
year at £7.1m, the lowest level in over three years.
But the year was about much more than the numbers.
Our story is about sustainable recovery, successful
execution of strategy, and delivering on our promises to all
our stakeholders, including our investors, our clients and,
perhaps most importantly, our people. We have remained
true to our PACT (Purpose, Accountability, Craft and
Togetherness) values and delivering a positive impact on the
people, places and planet through our work. We have laid the
foundations for success in the years ahead. But there is still
plenty to be done.
Focus & balance
The first year of our three-year plan was characterised
as “Focus and balance”. Key to this was to ensure more
commercially-focused decision-making, with an emphasis
on top-line growth and improvement in profit margins,
balanced with a continuing commitment to our purpose
objectives.
With effect from 1 April 2024, the business is focused on the
three core strategic platforms where we see the greatest
opportunities for future growth: Digital Transformation
(comprising our Consulting, Data & Insights and RedCortex
businesses): manifesto (formerly Digital Experience and
comprising three legacy agencies) and KITS (our IT services
business).
As a consequence, we made the strategic decision to sell
our non-core overseas businesses (the Questers resourcing
business in Bulgaria and our strategic consulting business in
Norway), generating £7.5 million of gross proceeds that we
used to repay debt. Our new, simplified structure is more
agile and provides a more focused platform for delivering
growth and improving the bottom-line.
Annual Report & Accounts 2024 | 3
Digital Transformation (c.75% of revenues) had an excellent
year, driven by significant new wins in what was the
Consulting business, and now has the scale to further build
its client base in Central Government, whilst also increasing
its presence in local government, health and social care, and
the private sector. Our RedCortex business experienced
some challenges, including reductions in spend in the health
sector in Wales, whilst Data & Insights benefited from a
three-year contract renewal with a major financial services
client. RedCortex and Data & Insights capabilities are now
fully integrated alongside those in Consulting under a
single Digital Transformation leadership team, so our client
proposition has even greater strength and depth, whilst our
internal structure is more efficient and easier to manage.
Manifesto (c.15% of revenues) faced an environment
of reduced spending from its core client base in the
charitable sector due to pressures on donation and fund-
raising levels, as well as reduced spend in the commercial
healthcare sector. However, the re-branding from Digital
Experience to manifesto has generated a significant amount
of interest and opened up a number of opportunities for
growth. Our ambition to be the UK’s leading purpose-driven
agency remains, built on the core sectors of charities and
memberships & visits.
KITS (c.10% of revenues) remains a powerful support to
Central Government clients in terms of robust management
of IT services, and recovering programmes to transition
legacy systems to modern solutions. Despite some client
retrenchment in the year, performance has shown signs of
improvement.
Making the business better
Key to our vision is to make the business better, which
means a balanced approach to both commercial and
purpose outcomes. We have improved our internal
business information tools and management processes
to monitor, predict and manage core KPIs with greater
rigour and foresight, including staff utilisation, gross margin
by engagement and capability team. This will enable our
businesses to better manage internal and contractor
resources and drive improved business performance.
The Company’s Operational Board has continued to put
into practice a number of policy and change initiatives to
enhance operational efficiency, reduce risk and reinforce
good governance. These included securing or renewing
a number of external certifications including Cyber
Essentials+, ISO9001 Quality Management, ISO27001
Information Security Management and, post year-end,
ISO14001 Environmental Management and ISO45001
Occupational Health & Safety Management. These standards
provide the necessary assurance to our clients that we
operate in a safe, secure and well-governed way.
Financial Statements
Corporate Governance
Strategic Report
4 | tpximpact.com
People, Places, Planet
TPXimpact was founded on the belief that businesses
can and should be catalysts for social and environmental
change. The attainment of B-Corp Certification in January
2024 was a milestone achievement for the Group, and a
reflection of our long-standing commitment to conducting
business responsibly, which also means ensuring social and
environmental considerations are woven into the very fabric
of our operations and, fundamentally, how we do business.
Central government contracts typically allocate at least
10% of assessment criteria to social value requirements,
so the Company’s track-record of delivering benefit to our
immediate and wider communities, as well as the planet,
is very aligned with client expectations. Our social value
commitments are exemplified by our Future Leaders
programme which offers coaching to young, aspiring
entrepreneurs from under-privileged or under-represented
socio-economic backgrounds. The 2024 programme is well
under way.
Staff retention rates have continued to improve to 88% from
84% last year and less than 80% two years ago. We have
narrowed our median gender pay gap to 8% from 14% last
year and 20% the year before. Overall female representation
was up slightly at 51% and senior female representation
increased to 40% from 36%. Overall minority ethnic
representation increased to 22% from 19%. Our ethnicity
pay gap has, however, increased to 15% from 8% due to a
decrease in ethnically diverse senior leaders. So whilst we
have made good progress in some respects of Diversity &
Inclusion (recognised by winning the 2024 Small Cap Award
for Diversity, Inclusivity and Engagement), there is still work
to be done.
Togetherness is one of our key PACT values and captures the
energy, fun, and collaborative approach that we embrace.
We measure togetherness through employee inclusion
surveys, and these scores have risen to 74% from 72% in the
last year. We also conduct staff “Pulse” surveys to gain an
understanding of employee engagement and satisfaction.
The most recent Pulse survey indicated a score of 7.4 in
January 2024 vs 6.7 in 2023 (our goal is 7.5 or more).
We continue to invest in training our people. We recently
introduced a Leadership Essentials programme for around
160 leaders and managers in the Company (around 30% of
staff), which will provide them with a continuing framework
for personal and professional growth. We have also
developed a progression framework for all our job families
that covers the skills, behaviours and impact that we expect
from our people.
A key driver in bringing our people together in person is our
hub strategy. This year, we have rationalised and improved
our real estate portfolio, most notably moving into our new
London headquarters at The Hickman Building (BREEAM-
rated Excellent and Best New Place To Work in the Building
London Planning Awards). Additionally, we have made
improvements to our Chesterfield, Bristol and Manchester
offices.
We continue to make good progress on our carbon footprint,
despite the increasing scale of the business. All our offices
now run on electricity that is entirely from renewable
sources. On a like-for-like basis, our carbon intensity in the
year decreased by over 15% to 15.33 tCO2e/£1m of revenue
and by over 11% to 2.45 tCO2e/FTE.
CEO STATEMENT continued
Annual Report & Accounts 2024 | 5
Scope 3 emissions form the largest part of our carbon
usage and are a continuing area of focus, given Scope 1
and 2 emissions are negligible. We have strengthened our
procurement and sustainability team in recent months, so
we are improving our grasp of the supply chain in terms
of carbon usage and modern slavery, as well as cost-
effectiveness. We have improved our MSAT (the Modern
Slavery Assessment Tool created by Central Government)
score to 70% from 43% a year ago and are aiming to achieve
90% next year.
Looking ahead
With the General Election now well behind us, we look
forward to a more stable environment emerging in the
second half of the year. The pipeline of new projects and
proposals is encouraging, although subject to the outcome
of the Government’s current review of spending and new
short-term cost control measures.
Digital transformation remains a critical focus for
organisations aiming to streamline costs, enhance agility
and improve productivity - expected to be a rapidly
growing market in support of the new Government’s growth
agenda. As businesses shift investments from outdated
systems to more nimble, modern solutions, the potential of
responsible AI-enabled systems, contingent upon robust
data quality, becomes increasingly relevant. Responsible
AI also represents a key opportunity for TPXimpact as we
can use our expertise to ensure AI systems operate safely
and ethically. Like the clients we serve, we are dynamic and
constantly evolving; and we are well-placed to respond to
these changing needs with innovation, insight and agility.
Year Two of our three-year plan is characterised as “Form
and Integrate”. We have already achieved some key aspects
of this ahead of schedule, including the integration of
complementary businesses into the Digital Transformation
platform and the launch of the manifesto brand for our
Digital Experience businesses. Our people strategy
increasingly embeds performance, commercial focus and
purpose; and we’ll continue to push the boundaries of what
responsible, sustainable business genuinely means and can
achieve.
We have successfully executed our strategy to date and
are confident that we will continue to do so, founded upon
robust client relationships and exceptional talent throughout
the business, as well as a stable financial base. As our
journey continues, the outlook is encouraging and we are on
track to achieve our ambitions.
Björn Conway
Chief Executive Officer, TPXimpact
29 August 2024
The attainment of B-Corp
Certification in January
2024 was a milestone
achievement for the Group”
Financial Statements
Corporate Governance
Strategic Report
6 | tpximpact.com
FINANCIAL REVIEW
Steve Winters
Chief Financial Officer,
TPXimpact
We made excellent progress in
FY24, achieving or exceeding
all our financial targets. The
results show strong growth in
revenues, Adjusted EBITDA and
margins, as well as significant
improvement in net debt.
As a result of the sale of Questers and our strategic
consulting business in Norway in September and October
2023 respectively, the Group has treated both businesses
as discontinued operations in the year and prior period
comparatives have been restated accordingly. Like-for-
like performance measures are based on the results from
continuing operations. Both disposals were consistent with
the three-year plan adopted a year ago to simplify the
business and focus on our core strategic pillars of Digital
Transformation, manifesto and KITS.
Revenues from continuing operations were up 21.0% to
£84.3m in the year, ahead of our target of 15-20%. This
growth was driven by our Consulting business (now the
largest part of our Digital Transformation business) due to
significant new business wins with Central Government in
the second half of FY23 and first quarter of FY24. Revenues
in our Digital Experience (now manifesto) business eased
due to clients in the charitable and commercial healthcare
sectors holding back spend. Our RedCortex business (now
part of Digital Transformation) faced some challenges,
including a contraction in spend in the health sector in
Wales.
Sequentially, on a like-for-like basis, Group revenues
increased by 7.4% in Q1, 38.3% in Q2, 31.6% in Q3 and 10.8%
in Q4, demonstrating sustained positive momentum
throughout the year. New business wins amounted to a
record £139m in the year, including two very significant wins
in Central Government: up to £49m over four years with His
Majesty’s Land Registry (HMLR) and up to £27m over two
years with the Department for Education (DfE).
Public service clients represented over 90% of revenues,
reflecting the increasing significance of Central Government
(c.65% of revenues) to the Group, as well as the disposal of
our Questers and Norway businesses, whose client base
was largely in the private sector. Management believe the
private sector represents a significant growth opportunity
for the Digital Transformation business, founded upon our
long-standing relationships with a number of clients in the
financial services and utilities sectors, amongst others. Our
top 10 clients represented 68% of 2024 revenues.
Annual Report & Accounts 2024 | 7
As revenues grew, so did the cost of sales, which were up
over 24% to £63.1m from £50.8m last year. Gross profit
therefore increased by 12.3% to £21.2m from £18.9m. Full year
gross margins of 25.1% (2023: 27.1% like-for-like) reflected
the H2 impact of the challenges at RedCortex, combined
with the impact of some sub-contractor arrangements
contractually required to service certain new business wins.
We expect this limited dependency on external partners
to reduce over time and, consequently, gross margins to
improve.
We have made good progress in re-balancing the weighting
of permanent and contractor staff. Permanent FTE
headcount increased by 9% on a like-for-like basis to 533
people at 31 March 2024, whilst the number of contractors
reduced by over one-third to 133 people. Total headcount,
including contractors, was therefore around 670 people at
the end of the financial year.
This shift in resource mix should lead to increased efficiency
in the cost base in FY25 and beyond. Productivity also
improved with increased utilisation rates, particularly in
our Consulting (now Digital Transformation) business. Staff
retention showed continued improvement to 88% for the
year, compared with around 75% two years ago.
Adjusted EBITDA of £4.6m was double the £2.3m figure
for 2023 and our adjusted EBITDA margin of 5.5% was
significantly ahead of last year’s 3.3% on a like-for-like basis.
All of our businesses met or exceeded budgeted FY24
Adjusted EBITDA margin expectations, with the exception of
RedCortex.
The Group made a reported operating loss from continuing
operations of £(22.8)m against an operating loss of
£(19.0)m last year. Administrative expenses of £44.4m
(2023: £38.4m) include a non-cash goodwill impairment
charge of £14.5m (2023: £10.0m) in relation to RedCortex and
Digital Experience, and a charge for impairment of acquired
intangible assets of £1.7m (2023: £1.8m). Charges for share-
based payments increased to £1.4m (2023: £0.1m) due to
the full year impact of share incentive awards granted in the
second half of 2023. Restructuring and transformation costs
of £1.4m (2023: £2.5m) arose from the aggregate impact of
the rationalisation of our London property portfolio, systems
transformation initiatives and selective action on staff costs
to support the Group’s strategic goals. Amortisation of
acquired intangible assets increased to £7.7m (2023: £6.2m)
as we shortened the expected useful life of a number of
these assets. A reconciliation of reported operating loss
to adjusted EBITDA is shown in note 28 of the Financial
Statements.
Excluding these items, the core administrative expenses of
the Group were down slightly on last year at £17.7m despite
revenue growth of 21%, reflecting further investment in back-
office resources, offset by reductions in discretionary spend.
The Group made an adjusted profit before tax from
continuing operations of £1.8m (2023: £0.8m) and a reported
loss before tax of £(24.8)m (2023: loss of £(20.1)m). Finance
costs increased to £2.0m (2023: £1.1m) due to increased
average borrowings and higher interest rates. Taxation
amounted to a credit of £2.7m (2023: £1.5m credit) largely
due to deferred tax credits on amortisation of acquired
intangible assets. Adjusted profit after tax from continuing
operations was £1.9m (2023: £0.9m).
The disposal of Questers in September 2023 gave rise to a
gain on disposal of £3.7m which has been included in the
income statement within profit after tax from discontinued
operations. The disposal of TPXimpact Norway in October
2023 for nominal consideration gave rise to a goodwill
impairment charge of £1.8m as a cost of discontinued
operations. Total profit after tax from discontinued
operations was £1.8m (2023: £1.1m).
Financial Statements
Corporate Governance
Strategic Report
8 | tpximpact.com
Reported diluted earnings per share from continuing
operations was a loss of (24.5) pence per share (2023: loss of
(20.6) pence per share), reflecting the reported losses in the
period, including the goodwill/intangible asset impairment
charges of £16.2m. On an adjusted basis, diluted earnings per
share from continuing operations more than doubled to 2.1
pence per share (2023: 0.9 pence per share).
Whilst the Board has decided there will be no dividend
in respect of FY24, the improvement in performance is
encouraging and dividend policy will continue to be reviewed
on a regular basis.
Net debt and Cash flow
Net debt (excluding lease liabilities) at 31 March 2024 was
£7.1m (the lowest level in over three years and significantly
better than our £11m target) compared with £17.5m at 31
March 2023. Net cash generated from operations amounted
to £7.3m, reflecting the cash benefit of improved trading and
effective working capital management. Debtor days were 43
at year-end compared with over 70 days a year ago.
The disposal of Questers and TPXimpact Norway gave rise to
a net cash inflow of £6.1m (£7.5m of gross cash proceeds less
cash deconsolidated from the Group balance sheet). Other
cash outflows included interest payments of £2.2m, long-
term lease payments of £0.7m and capital expenditure of
£0.2m, with an inflow of £0.2m due to a corporate tax refund.
Free cash flow (including disposal proceeds) therefore
amounted to £10.5m.
TPXimpact used £8.3m of this free cash flow to repay debt,
so gross borrowings reduced to £16.2m at 31 March 2024
(2023: £24.5m). Since year-end, a further £4.0m has been
repaid, so gross borrowings at 30 June 2024 amounted to
£12.2m, a 50% decrease on a year ago. The leverage ratio
(net debt/12M Adjusted EBITDA) at 31 March 2024 was
1.54x and the Group has comfortably satisfied its banking
covenants since they were reset a year ago.
Debt facility
Given the significant improvement in the Group’s debt
position over the last year, the Company and its bankers
have agreed to extend the maturity of the Group’s revolving
credit facility (RCF) by one year to July 2026 and reduce the
amount of the facility from £30m to £25m, to better reflect
the ongoing needs of the business. The existing accordion of
£15m continues to be available if required.
In addition, the borrowing conditions (covenants) of the
RCF have been eased, one quarter ahead of schedule.
These favourable amendments to the Group’s financing
arrangements represent a return to a more normal
framework for debt and cash management and will allow
management greater freedom to manage and invest in the
business effectively.
Balance sheet
The Company holds a minority stake of c. 11% of equity
(on a diluted basis) in OpenDialog AI Limited (“ODAL”),
a conversational AI software business. As illustrated by
the successful Series A capital raise in early 2024, this
investment provides the Company with an exciting exposure
to the conversational AI market and we look forward to
supporting its continued, rapid development.
FINANCIAL REVIEW continued
Annual Report & Accounts 2024 | 9
Current trading & outlook
The Company won £9m of new business in the first quarter
and the current pipeline of opportunities is very strong,
despite the General Election in July, and subject to the
outcome of the Government’s current review of spending
and new short-term cost control measures. The Company’s
2025 full-year targets remain 10-15% like-for-like revenue
growth and further improvement in Adjusted EBITDA margins
of 2-3% on top of the 5.5% achieved in 2024. We expect
the July General Election to lead to a heavier second-half
weighting of revenue and profitability than usual. This is
likely to mean more subdued top-line growth in the summer
months (against tough comparatives), with a subsequent
acceleration commencing in Q3. Backlog or committed
revenues represent around 70% of targeted full year
revenues.
Management are also targeting a leverage ratio of c.1.0x at
31 March 2025, which would allow for share repurchases
of £1-2m into the Company’s EBT during the second half
of the year. These shares will be used to satisfy long-term
employee share incentive awards due to vest next year.
With respect to 2026, management continue to target like-
for-like revenue growth of 10-15% and an Adjusted EBITDA
margin of 10-12%, in line with our previously announced,
three-year strategic goals. The ongoing, successful execution
of our strategy provides a solid foundation for achieving
our targets and we firmly believe that the fundamental
demand for our skills and services will remain strong for the
foreseeable future.
Steve Winters
Chief Financial Officer, TPXimpact
29 August 2024
Financial Statements
Corporate Governance
Strategic Report
The ongoing, successful
execution of our strategy
provides a solid foundation
for achieving our targets”
10 | tpximpact.com
TPXIMPACT OUR STORY
Imagine a future where every community thrives, where the
environment is safeguarded and where technology serves to
enrich human lives. At TPXimpact, this is not just a vision—it’s
our mission. We believe in a world where digital transformation
empowers people, revitalises places and protects our planet.
OUR PURPOSE
Creating positive change
Our Story
Our story began with a simple yet
profound belief: businesses can and
should be a force for good. This belief
has guided us from day one, propelling
us forward as we help public, private
and third-sector organisations navigate
the complexities of the digital age.
People-powered transformation
At the heart of everything we do are the
people we serve. We collaborate closely
with our clients, forming integrated teams
that combine our skills and insights with
their unique challenges and goals.
Purpose and profit in harmony
We shouldn’t have to choose between
doing well and doing good. Our B Corp™
certification is a testament to our
commitment to a new kind of business—
one that values sustainability and equity
alongside profitability.
Driving positive impact
Our work is about more than user-centred
design and technology. It’s about creating
solutions that improve lives, strengthen
communities and protect the planet. We’re
driven by a desire to make the world a
better place.
Certified B Corporation™
We’re proud to be a Certified B Corporation™,
with every step we take measured against the
highest standards of social and environmental
performance, transparency and accountability.
Annual Report & Accounts 2024 | 11
Financial Statements
Corporate Governance
Strategic Report
People are at the heart of everything
we do. We strive to create inclusive,
empowering environments where
everyone is supported to thrive.
Our commitment to people means
fostering a culture of collaboration,
continuous learning and respect.
We believe in the power of place
to shape experiences and foster
community. Our work is dedicated to
revitalising and enhancing the places
where we live and work, ensuring they
are sustainable, vibrant and resilient.
We’re committed to reducing our
environmental footprint and promoting
practices that protect and nurture the
planet. Our efforts focus on creating
sustainable solutions that balance the
needs of today with the well-being of
future generations.
Our commitment
SUPPORTING
PEOPLE
IMPROVING
PLACES
PROTECTING
THE PLANET
12 | tpximpact.com
TPXIMPACT OUR STORY continued
OUR WIDER COMMUNITY
To transform outcomes for people, places and
the planet it’s never just digital. It takes expertise
and tenacity to deliver true transformation.
Coupled with our rich heritage in strategy,
design, tech, data and delivery our brands
manifesto and KITS bring that extra bit of secret
sauce. From award winning digital experiences
to troubleshooting existing IT ecosystems the
opportunities are endless.
KITS is an IT troubleshooter
focused on delivering resolutions
that integrate with current tech
stacks, always keeping your
organisation’s IT moving forward.
KITS is proud to work with DEFRA,
Rural Payments Agency and
many more.
Manifesto is the digital experience
agency for changemakers.
Committed to delivering purposeful
and positive impact for people,
planet and society. Manifesto is
proud to work with Breast Cancer
Now, Zoological Society London,
The Trussel Trust, The University of
Edinburgh and many more.
Our Story
Our story began with a simple yet profound belief:
businesses can and should be a force for good. This belief
has guided us from day one, propelling us forward as we help
public, private and third-sector organisations navigate the
complexities of the digital age.
Our purpose is why our people deliver impact for our clients
every day. It’s why they go the extra mile, focused on building
a future where organisations improve lives. We know that
positive impact can be delivered together, so we positively
challenge, connect and enable our clients’ organisations to
deliver greater outcomes for people, places and the planet.
We’re proud to be a Certified B Corporation™, with every
step we take measured against the highest standards
of social and environmental performance, transparency,
and accountability. Our commitment to positive change
drives us to create solutions that improve lives, strengthen
communities and protect the planet. At the heart of
everything we do are the people we serve. We collaborate
closely with our clients, forming integrated teams that
combine our skills and insights with their unique challenges
and goals.
Our purpose-driven approach is integral to how we choose
and deliver our client work, how we operate our business,
and how we give back. As well as being the right thing to do,
this approach helps TPXimpact to:
attract and retain the best talent: demonstrated by
our 9% like-for-like headcount growth and 88% staff
retention rate
win work: demonstrating Social Value to our public
sector clients was a major contributor to our record high
new business of £139m
keep giving back: including 2,738 hours donated
We are delighted to share some highlights of how TPXimpact
has delivered innovation and societal impact through
delivery of our client work.
Our full sustainability report provides more detail on
our organisation-wide impact.
Annual Report & Accounts 2024 | 13
Introduction
CREATING VALUE
Financial Statements
Corporate Governance
Strategic Report
AT TPXIMPACT, OUR COMMITMENT TO PEOPLE, PLACES AND PLANET
IS CORE TO EVERYTHING WE DO.
Becoming a Certified BCorp
in FY24 reflects our dedication
to delivering societal value,
through a fully profitable model
that drives and delivers value for
our stakeholders. By seeking out
opportunities to benefit people,
places and the planet through
our core business, we are
ensuring that our impact will be
lasting and scalable.
88%
staff retention rate
£139m
new business
2,738
hours donated
14 | tpximpact.com
Creating value
CREATING VALUE continued
At TPXimpact, our commitment to people is at
the core of everything we do. We strive to make
a significant and positive difference in the lives
of individuals and communities through our
innovative digital solutions and collaborative
projects.
We believe that positive change is achieved through
collaboration, empathy, and innovation. Our people-first
approach to our work ensures that we deliver meaningful
impact every day, helping individuals and communities
thrive in a digital age.
Particularly through our efforts to recruit and diverse
teams, our work is driven by a deep understanding of the
unique needs and challenges faced by various populations,
empowering them through technology and thoughtful
intervention.
Generation Global
TPXimpact’s collaboration with Generation Global
exemplifies our dedication to fostering inclusive growth and
development.
Generation Global is an education programme that equips
young people with the knowledge, skills, and attitudes to
become open-minded global citizens.
Since 2009, they have reached over 600,000 young
people, including more than 59,000 through their web-
based platform, Ultimate Dialogue Adventure. To scale this
impact, Generation Global partnered with TPXimpact to
develop a new mobile app. This app broadened access,
enabling millions of young people without traditional
devices like tablets or PCs to engage with the programme
via mobile phones, effectively bridging the digital divide and
empowering the next generation.
Young Minds
TPXimpact co-designed mental health support for
marginalised communities, addressing a critical need
for accessible mental health services. By collaborating
with young people, we developed user-centred solutions
that resonate with their experiences and challenges. This
approach not only improved the reach and effectiveness of
mental health support but also ensured that the voices of
those most affected were at the heart of our solutions.
HIGHLIGHTS
Annual Report & Accounts 2024 | 15
Financial Statements
Corporate Governance
Strategic Report
Creating value
Our work at TPXimpact is not just about digital
transformation; it’s about creating vibrant,
resilient communities that can adapt and thrive
in the face of change. We understand that places
are more than just physical locations—they are
the heartbeats of our society, where people
live, work, and connect. Through our projects,
we aim to revitalise these spaces, making them
more sustainable, inclusive, and dynamic, and
enhancing the quality of life for everyone.
We believe that by integrating digital innovation with a
deep understanding of local contexts, we can create
spaces that not only function better but also inspire and
connect communities. These projects exemplify our holistic
approach to place-making.
The Natural History Museum
Our collaboration with the Natural History Museum is
a testament to our commitment to preserving cultural
heritage while embracing modernity. By redesigning the
museum’s digital platform, we made it easier for visitors to
engage with the rich history and scientific knowledge housed
within. Our efforts have helped increase online engagement
and visitor satisfaction, ensuring that the museum remains a
vital educational resource in the digital age.
Central Government Body
One of our most impactful projects involved partnering with
a central government body to tackle the complexities of
home buying and selling through a pioneering, design and
data-led approach to policy development. By focusing on
digitalisation to streamline the process, we aimed to reduce
inefficiencies and improve user experience. Our six-step
process, including mapping the system, identifying key
data points, prototyping solutions, and designing scalable
policies, led to significant outcomes. The project’s success
was highlighted in the 2023 Autumn Statement, which
announced £3 million in funding for measures to improve
the home buying process, our analysis revealed that a better
designed and more digital process could lead to reductions
in transaction fall-throughs.
HIGHLIGHTS
16 | tpximpact.com
Creating value
CREATING VALUE continued
At TPXimpact, our mission extends beyond
people and places to encompass the health
of our planet. We are driven by a vision of
a sustainable future, and recognise that
sustainable development is crucial for the well-
being of current and future generations. We are
dedicated to creating solutions that protect
and preserve our environment, delivering
client projects that reflect our commitment to
sustainability, innovation and impact.
Through our innovative projects and partnerships, we are
making a tangible difference, ensuring that our planet
remains a vibrant and liveable home for generations to come.
The Department for
Education
TPXimpact’s work at the Department
for Education is a prime example
of how we integrate sustainability
into our digital solutions. Through
the development of the Digital
Support Hub, we are providing
educators with the tools they need
to support learning while minimising
environmental impact. This project
underscores our belief that education
and sustainability can go hand in hand,
empowering teachers and students to
contribute to a greener future.
Flora and
Fauna
Our team focused on boosting
engagement and fundraising through
a redesigned and more sustainable
website for Flora and Fauna.
By prioritising digital sustainability
standards, we achieved remarkable
results, including a 97% increase in
year-on-year conversion rates and
a 90% reduction in website size
and page weight. Our efforts have
helped Fauna & Flora reach their
fundraising targets and increase their
impact without compromising on
environmental responsibility.
Zoological Society of
London (ZSL)
Our work for ZSL showcases how
digital transformation can support
conservation efforts. We delivered
a user-centric digital estate
that significantly improved user
experience, boosted revenue, and
enhanced SEO performance. This
project, which won the prestigious
bronze BIMA award for User-centric
digital transformation in 2023,
highlights our ability to combine
technology with conservation goals,
creating solutions that benefit both
people and the planet.
HIGHLIGHTS
Annual Report & Accounts 2024 | 17
Financial Statements
Corporate Governance
Strategic Report
Creating value
At TPXimpact, we value our shareholders as vital
investors and partners in our pursuit of total
stakeholder value. Their support is instrumental
in supporting our growth amidst a dynamic
market landscape. We prioritise transparent
communication to keep shareholders well-
informed about our strategy, progress and
governance reflecting their interest in our stable
financial performance, ESG initiatives, and growth
prospects. Together, we aim to drive positive
change and unlock new avenues for growth.
With a strong focus on sustainable and inclusive practices,
we harness deep sector relationships to seize opportunities
and deliver increasingly robust financial and ESG
performance. Our diverse workforce is dedicated to creating
value for all stakeholders, embodying our commitment to
people-powered transformation.
Engaging with shareholders
This year, our engagement with shareholders has been collaborative and multifaceted. We provided comprehensive updates
through our half-year and end-of-year results, ensuring transparency and valuable insights into our financial performance. Our
Annual General Meeting (AGM) serves as a pivotal platform for direct interaction, allowing shareholders to voice their opinions
and ask pertinent questions.
Our commitment to regular communication has been further demonstrated by our quarterly trading updates, keeping
shareholders informed on our progress and market position. Moreover, we actively sought shareholder participation in our
double materiality assessment, inviting them to contribute their perspectives on both financial and non-financial impacts. This
inclusive approach underscores our dedication to fostering a collaborative relationship with our shareholders, ensuring their
voices contribute to our strategic decisions.
1.
We operate in
an attractive
and growing
market
TPXimpact is well-positioned to address the significant market opportunity presented by the
UK Software and IT Services Sector, predicted to reach £77.9bn by 2025 with CAGR of 6.6%*.
Focusing on digital adoption and awareness, TPXimpact can help our clients leverage cloud
computing and data analytics to enhance their operations, improve processes and contribute to
the growth of the UK economy.
The announcement of the snap General Election was welcome as it removed uncertainty from our
core client sector. With the election behind us, we look forward to a more stable environment in
which the skills and insights of our talented people will be even more in demand.
Investment Case
SHAREHOLDERS
* TechMarketView, UK Software & IT Sevices, Market Trends and Forecasts 2024
18 | tpximpact.com
2.
With deep
relationships
across the
public, private
and third
sectors
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 recognised as a leading alternative digital transformation
provider in the UK public services sector with over 90% of our client base representing public
services.
Our expertise and commitment to quality have earned us the trust of a diverse range of clients,
including the Department for Environmental Food & Rural Affairs, Zoological Society of London,
the Department for Education, Buckinghamshire Council, His Majesty’s Land Registry, the NHS,
Legal & General and Breast Cancer Now.
Our team is made up of passionate individuals who deeply care about the work we do and the
positive impact we make on the world. We are always eager to help new clients create positive
change, and we welcome the opportunity to partner with them on their digital transformation
journey.
3.
With the ability
to deliver
strong growing
financial
performances
TPXimpact has demonstrated strong financial performance with like-for-like revenue growth of
21% last year. This achievement, as well as meeting or exceeding all of our financial targets for
FY24, underscores the high quality of our offerings, increased scale and potential for growth.
TPXimpact is increasing its adjusted EBITDA margins, reflecting efficient operations and strong
cost management. This performance is driven by a strategic focus on technology-enabled
services, a key driver of growth in today’s economy.
As at 31 March 2024, TPXimpact reduced net debt (excluding lease liabilities) to £7.1 million, its
lowest level in over three years, surpassing the £11 million target due to effective working capital
management. TPXimpact comfortably met its debt covenants at year-end.
Looking forward to FY25, as the disruption from the July General Election passes in the
second half of the year, TPXimpact will be well-positioned for continued growth and increasing
profitability.
For FY26, management targets like-for-like revenue growth of 10-15% and an adjusted EBITDA
margin of 10-12%, aligning with its strategic goals.
4.
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 fact that our workforce is made up
of 51% women and 22% ethnic minority individuals, representing a diverse range of perspectives
and experiences.
Our team consists of over 530 FTE employees, and around 140 associates in the UK, who are
the driving force behind our people-powered transformation approach. 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.
5.
Who are
focused on
delivering for
all stakeholders
TPXimpact are deeply committed to delivering value to all stakeholders. Our collaborative
success is intricately tied to the well-being and prosperity of the people, places, and planet we
serve. We foster an inclusive and diverse work environment that empowers our team to drive
transformation and innovation.
We deliver sustainable solutions that foster economic growth and social development. Our
collaborative, customer-centric approach ensures exceptional experiences that consistently
surpass expectations. We are dedicated to creating lasting shareholder value through a
responsible growth strategy that prioritises strong financial performance alongside positive
societal and environmental change.
Our three-year plan is built on sound, achievable strategic goals, which are understood and
cascaded down through all our business units. There is clear alignment between TPXimpact’s
strategic objectives, employee aspirations and the expectations of our shareholders.
CREATING VALUE continued
Annual Report & Accounts 2024 | 19
Financial Statements
Corporate Governance
Strategic Report
OUR SECTION 172 STATEMENT
The directors of TPXimpact must act in accordance with a
set of general duties. Section 172(2) 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
•
The need to foster the company’s business
relationships with suppliers, customers and others
•
The impact of the company’s operations on the
community and environment
•
The desirability of the company maintaining a
reputation for the 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(2)(a-f) of the Act in the decisions taken during
the year ending 31 March 2024).
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.
Engagement with stakeholders
We recognise that our business’s success is inherently
tied to its impact on our people, places and the planet.
Building strong, meaningful relationships and maintaining
ongoing engagement with our clients, suppliers, employees,
shareholders, and the environment are essential for
achieving long-term prosperity and positive outcomes.
By effectively engaging stakeholders, we cultivate trust,
enhance our reputation as a socially responsible enterprise,
and develop sustainable solutions for the benefit of our
people, places and the planet.
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 creating value sections, please see pages 13 to 16.
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
OUR SECTION 172 STATEMENT continued
20 | tpximpact.com
shareholders are crucial stakeholders who contribute to our
exciting and predictable growth and profitability.
To ensure effective communication and transparency,
we employ a variety of channels to engage with our
shareholders. Investor roadshows serve as an excellent
platform to showcase our growing business offering in-
demand services within expanding and stable markets.
These roadshows allow us to connect directly with
shareholders, providing them with valuable insights into our
strategies, 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, strategies, 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 and creating long-
term value for our shareholders.
Engagement outcome:
Details on the engagement with our shareholders can be
found in our Creating Value: Shareholders section, please see
page 17.
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 Cloud Platform
(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.
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.
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 enabling 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.
How we engage with our people
At TPXimpact, we prioritise the wellbeing, satisfaction, and
diversity of our workforce to create sustainable futures for
all our employees. We recognise the significance of their
health and happiness and we are committed to fostering
open communication and engagement across all levels of
the organisation.
Annual Report & Accounts 2024 | 21
Financial Statements
Corporate Governance
Strategic Report
Engagement outcome:
Details on the engagement with our people can be found in
our Creating Value: People section, please see page 14.
Our planet
In 2022, we changed our articles of association and
corporate governance structure to be stakeholder driven;
accountable to all stakeholders as well as our shareholders.
This includes making the planet a stakeholder, putting
climate action and protecting the environment at the heart
of our business.
How we engage with 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. Together, we can
create a sustainable future.
Engagement outcome: examples
Details on the engagement with our planet can be found in
our Creating Value: Planet section, please see page 16.
Our places
We are firm believers in equal opportunities and inclusivity
in the world we contribute to shaping. As the tech sector
expands rapidly, it is crucial that we create accessible
pathways for talent from diverse backgrounds. That’s why
we allocate 1% of our time and 1% of our profits to invest in
local communities. Our community investment initiatives
centre around empowering vulnerable communities through
technology and fostering employment opportunities for
individuals from diverse backgrounds. By leveraging our
resources, we aim to make a positive impact and ensure that
everyone has a chance to thrive in the digital age.
How we engage with our places:
We are committed to making a positive impact in the
communities where we operate. Through our 1% 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: examples
Details on the engagement with our places can be found in
our Creating Value: Places section, please see page 15.
22 | tpximpact.com
Purpose remains the bedrock of TPXimpact. It
was the reason that the business was founded,
the reason that many of our people have joined
and stayed on our journey, and a large part of why
clients and suppliers are keen to work with us.
ESG is not a tick-box at TPXimpact. With UK Public Service
Sector work representing over 90% of our revenue,
demonstrating authentic Social Value according to
Government MAC (Model Award Criteria) themes is integral
to our ability to win work. To compete, we must be able to
measure impacts from up-skilling and environmental impact,
to innovative approaches around engaging communities and
wider stakeholders affected by our projects.
The business and its operations have been built around
improving outcomes for our People, Places and Planet which
is what drives us to deliver more impactful work, responsibly,
at scale.
Full details of our activities and impact across these areas
can be found in our separate Sustainability Report.
Our Approach
Our approach to sustainable development is centred on:
-
Consideration: We consider the impact of business
decisions on all stakeholders using our ESG Committee
as a forum to ensure proper consideration is given.
-
Accountability: We invest in robust data collection and
analysis of our impacts so that we properly understand
and are accountable for them.
-
Transparency: We’re committed to radical
transparency when it comes to our sustainability
reporting, not only to hold ourselves to account, but to
encourage others to do the same to achieve positive
outcomes for our people and planet faster.
Having laid strong foundations for ESG reporting and broader
social impact, we have refreshed our materiality assessment
and are now embarking on a three year plan to improve
outcomes across each of these topics.
Strong ESG foundations and governance
•
All TPXimpact entities are included in our Sustainability
Report, which is consistent with the scope of our
financial reporting outlined on pages 107 to 108. Since
the operations of the entities are shared and their work
aligned, our material topics are consistent across each
of them and therefore sustainability reporting is done at
a Group level.
•
Where we have disposed of entities this year, we
have removed the sustainability data of the entities
concerned from previously reported figures in order
to present a more informative, like-for-like basis of
comparison. In addition, because the divestment of
our international businesses represents more than 5%
of revenues (the SBTI threshold for significant changes
to business operations) and as required by the GHG
Protocol Corporate Standard, we have re-benchmarked
our targets by recalculating our benchmark year (FY22)
to exclude disposed entities.
•
Our ESG Committee has been delegated responsibility
from the Board for reviewing and approving the reported
sustainability information including our material topics.
These are discussed and approved at ESG committee
meetings. The Committee is also responsible for
ensuring we are compliant with laws and regulations
relating to sustainability. There have been no instances
of non-compliance in the reporting period.
•
This report and our sustainability report have been
prepared in accordance with the Global Reporting
Initiative (GRI) Standards for this reporting period and
the full GRI index can be found on pages 25 to 32. We
are also reporting in line with the recommendations of
the Task Force on Climate-related Financial Disclosures
(TCFD), The Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022 and our
full planet report can be found on pages 52 to 55.
Our Materiality Assessment
This year we completed a comprehensive materiality
assessment.
This assessment represents a significant step forward
in understanding how our business interacts with the
environment and society, while also identifying how
environmental and social factors can impact our financial
performance.
The double materiality approach takes a two-pronged
perspective.
•
First, we evaluated the potential impact of our
operations on people and the environment.
•
Secondly, we assessed how these same factors could
pose risks or opportunities for our business.
Through this rigorous process, we have identified the set
of key sustainability matters that are most material to both
TPXimpact and our stakeholders. This focus allows us to
prioritise our sustainability efforts and report on the issues
that matter most.
ESG Reporting
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Annual Report & Accounts 2024 | 23
Financial Statements
Corporate Governance
Strategic Report
Our stakeholders
The insights gained from the double materiality assessment
will be instrumental in shaping our future strategy and driving
long-term value for all stakeholders.
We identified our stakeholders based on their level of
influence and interest in our business operations. We
prioritised those in the “Manage Closely” quadrant for our
engagement activities, which included one-to-one meetings
and focus groups.
The first round of stakeholder engagement allowed us
to draw up a list of potentially material topics that were
articulated in a way that made sense for the business.
The second round of engagement was done through a survey
where stakeholders were asked to rank the topics identified
based on the scale, scope and likelihood. Results were then
weighted based on the positioning of the stakeholder on the
stakeholder map and we were left with our top ten material
topics.
STAKEHOLDER
MAPPING
Interest indicates stakeholders’ likely concerns,
whilst influence indicates their ability resist or
enable change.
High influence – High interest: the groups to
work with most closely. They are the decision
makers and have the biggest impact on the
project success.
High influence – Low Interest: keep in the loop
with what is happening. Even though they may
not be interested in the outcome, they yield
power.
Low influence – High interest: keep these
people adequately informed and engage them
where helpful.
Low influence – low interest: monitor these
people, but do not spend time and energy with
excessive communication.
10
9
7
6
8
5
4
2
3
Governance
1. Data privacy & security
2. Corporate governance
3. Client values alignment
Social
4. Innovations in tech
5. Accessibility
6. Employee wellbeing
7. Skills & training
8. Inclusive employment
Environmental
9. Energy usage & GHG emissions
10. Climate change
Financial materiality
Impact materiality
Interest
Influence
Employees
Board
Senior
Leadership
Team
Capital
markets
Clients
Suppliers
Future generations
Charity groups &
NGO’s
Contractors
Industry
associations
Peers
Keep
satisfied
Manage
closely
Monitor
Keep
informed
1
24 | tpximpact.com
Management of material topics
This year we have reviewed our material topics, set out in the table below. A full write up of how we manage our material topics
can be found in our Sustainability Report.
Topic
Risk
Opportunity
Negative impact
Positive impact
Accessibility of
services
N/A
N/A
If we are not inclusive
by design we could
inadvertently lock
marginalised citizens out of
the services they rely on
Improve people’s lives by
being able to access better
services, more efficiently
Client values
alignment
Working with
controversial
clients could
result in us losing
employees and
clients
To be a supplier of
choice for clients
aligned to our ESG
goals
Causing harm to the most
vulnerable communities
by endorsing organisations
that do not promote human
rights
Employee fulfilment
Climate change
Extreme weather
reducing
productivity levels
The chance to win
work helping clients
to decarbonise
N/A
Playing a part in tackling the
climate emergency
Corporate
governance
Losing shareholder/
client trust and
investment
Gaining trust of
investors, clients
and employees
Lack of corporate
governance causing stress
and job loss
Proper accountability and
fairness for all employees
Data privacy &
security
Internal/client data
breach making it
impossible to work.
Fines and loss of
clients
N/A
Privacy & security of
employee, government or
end-user data
N/A
Employee
wellbeing
Increased illness,
lower productivity
and reputational
damage causing
higher recruitment
costs
Lower recruitment
costs if we become
employer of choice
+ reduced turnover
N/A
The mental, physical and
financial wellbeing of our
employees and their families
Energy Usage
Rising energy
prices & carbon
taxes driving costs
higher
Energy reductions
usually result in
direct cost savings
Environmental impact of
GHG emissions
N/A
Inclusive
employment
Increased cost
of recruitment/
retention for
minority groups
Diversity of thought
adding value to our
offer. Recruitment
driver
N/A
More opportunities for
disadvantaged communities.
Change perceptions of what
tech talent ‘looks’ like
Innovations in
tech
Ability to keep pace
with competition.
Redundancy of
some of our
services
Gain in value and
output of work
harnessing new
technologies
Application of new
technologies taking people’s
jobs
New technologies enabling
better outcomes for end
users
Skills & training
Falling behind
the skills curve
and unable to
keep up with the
competition
Opportunity to
achieve higher
margins with home-
grown talent
Lack of professional
development - stagnation.
Communities lack skills to
access decent employment
Allowing more people to
access high paid employment
and opportunities
ENVIRONMENTAL, SOCIAL AND GOVERNANCE continued
Annual Report & Accounts 2024 | 25
Financial Statements
Corporate Governance
Strategic Report
Non-financial and sustainability information statement
This section constitutes TPXimpact’s Non-Financial and sustainability Information Statement and is produced to comply with
Sections 414CA and 414CB of the Companies Act 2006.
This document acts as TPXimpact’s GRI Content Index and provides a ‘map’ by which the reader can trace where reported
information can be found.
Global Reporting Initiative (GRI) Index
GRI 1 used
GRI 1: Foundation 2021
GRI standard disclosure Location
Notes & omissions
GRI 2: General Disclosures 2021
2-1 Organizational details
Annual Report – ‘General information’, page 65
Annual Report – ‘People, Places Planet’, page 4
Annual Report- Financial Statements - 11. Investments,
pages 107 to 108 and IFC
2-2 Entities included in the
organization’s sustainability
reporting
ESG Reporting – ‘Strong ESG foundations and governance’,
page 22
2-3 Reporting period,
frequency and contact point
Sustainability Report - ‘Purpose Director Statement’ page 4
Annual Report - ESG Committee Report, pages 49 to 50
Annual Report - Principle 2, page 45
Annual Report, page 128
2-4 Restatements of
information
Annual Report – ‘Highlights page’ – ‘Footnote 4’, IFC
2-5 External assurance
Annual Report – ‘Principle 4’, page 46
Whilst we have not gone
through certified external
assurance this year, we have
worked with a reputable
external agency to review our
carbon and GRI methodologies
and results.
2-6 Activities, value
chain and other business
relationships
TPXimpact’s core value chain is to recruit and train
exceptional experts, who are then formed into teams to
deliver client outcomes. To facilitate this, our supply chain is
mainly comprised of software providers, offices, IT hardware
and sundries to make the office environment productive,
collaborative and comfortable.
Annual report – ‘Principal Activities’, page 65
Annual Report – ‘Risk and Risk Management’ – ‘Commercial’,
page 38
Sustainability Report – ‘Clients’ – ‘Revenue by sector’,
page 27
Annual Report - Principal accounting policies - a) Basis of
Consolidation, pages 87-88. Principal accounting policies a)
Basis of consolidation
2-7 Employees
Annual Report - Highlights page, IFC
Sustainability Report – ‘Our Workforce’ – ‘Workforce
Growth’, page 34
Data is unavailable. Following
the integration of 14
businesses, some breakdowns
in our employee base are
currently unavailable.
26 | tpximpact.com
GRI standard disclosure Location
Notes & omissions
2-8 Workers who are not
employees
Sustainability Report - Our Workforce – ‘Workforce Growth’,
page 34
Data is unavailable. Following
the integration of 14
businesses, some breakdowns
in our employee base are
currently unavailable.
2-9 Governance structure
and composition
Annual Report – ‘Principle 5 ‘– ‘Maintain the Board as a well-
functioning, balanced team led by the chair’, pages 46 to 47
Annual Report – ‘Director’s commitment to TPXimpact
Corporate Governance’ - ‘Board of Directors’,
pages 40 to 43
Sustainability Report – ‘Diversity and Inclusion Status ‘–
‘Specific Groups’, page 39
2-10 Nomination and
selection of the highest
governance body
Annual Report – ‘Principle 7’, pages 47 to 48
Annual Report – ‘Principle 5’, pages 46 to 47
Annual Report - ‘Board of Directors’, pages 40 to 43
2-11 Chair of the highest
governance body
Corporate Governance – ‘Board of Directors’,
pages 40 to 43
2-12 Role of the highest
governance body in
overseeing the management
of impacts
Annual Report – ‘Directors commitment to TPXimpact’,
pages 46 to 47
Annual Report – ‘Principle 9’, page 48
Annual Report – ‘Principle 10’, page 48
2-13 Delegation of
responsibility for managing
impacts
Annual Report – ‘Our approach’, page 22
2-14 Role of the highest
governance body in
sustainability reporting
Annual Report – ‘ESG reporting’, pages 49 to 50
2-15 Conflicts of interest
Annual Report - ‘Board of Directors’, pages 40 to 43
Annual Report – ‘Principle 5’, pages 46 to 47
Annual Report – ‘Principle 6’, page 47
2-16 Communication of
critical concerns
Annual Report – ‘Principle 2’, page 45
Annual Report – ‘Principle 4’, pages 45 to 46
Sustainability Report – ‘Human Rights’ – ‘Training’, page 45
2-17 Collective knowledge of
the highest governance body
Annual Report – ‘Principle 6’, page 47
2-18 Evaluation of the
performance of the highest
governance body
Annual Report – ‘Principle 5’, pages 46 to 47
Annual Report – ‘Principle 6’, page 47
Annual Report – ‘Principle 7’, pages 47 to 48
Sustainability Report – ‘Our Strategy’ – ‘Corporate
Governance’, page 7
2-19 Remuneration policies
Annual Report, pages 56 to 59
2-20 Process to determine
remuneration
Annual Report, pages 56 to 59
ENVIRONMENTAL, SOCIAL AND GOVERNANCE continued
Annual Report & Accounts 2024 | 27
Financial Statements
Corporate Governance
Strategic Report
GRI standard disclosure Location
Notes & omissions
2-21 Annual total
compensation ratio
TPX’s median salary is 2.9x the living wage at £35 per hour,
and our CEO to median annual total compensation ratio
is 6:1
2-22 Statement on
sustainable development
strategy
‘CEO Statement’, page 2
2-23 Policy commitments
Sustainability Report, Corporate Governance, page 7
2-24 Embedding policy
commitments
Sustainability Report, Corporate Governance, page 7
2-25 Processes to remediate
negative impacts
Annual Report – ‘Principle 4’, pages 45 to 46
Sustainability Report, ‘Involving our workforce in decisions
that affect them’, page 30
2-26 Mechanisms for
seeking advice and raising
concerns
Annual Report – ‘Principle 5’, pages 46 to 47
Sustainability Report – ‘Human Rights’ – ‘Training’, page 45
2-27 Compliance with laws
and regulations
ESG Reporting – ‘Our Approach’, page 22
Sustainability Report – ‘Our Strategy’ – ‘Corporate
Governance’, page 40
2-28 Membership
associations
Not applicable. TPX does
not have a significant or
governance role in any
membership associations.
2-29 Approach to
stakeholder engagement
Annual Report – ‘Our approach’, page 22
2-30 Collective bargaining
agreements
Sustainability Report – ‘People’ – ‘Involving our Workforce in
decisions that affect them’, page 30
GRI 3: Material Topics 2021
3-1 Process to determine
material topics
Annual Report, pages 22 to 23
3-2 List of material topics
Annual Report, pages 23 to 24
GRI 201: Economic Performance 2016
3-3 Management of material
topics
Annual Report – ‘People, Places, Planet’, pages 4 to 5
201-2 Financial implications
and other risks and
opportunities due to climate
change
Annual Report – ‘TCFD Report’, pages 52 to 55
GRI 203: Indirect Economic Impacts 2016
3-3 Management of material
topics
Annual Report – ‘Creating Value’, pages 10 to 18
(Intro/People/Places/Planet)
Annual Report – ‘Our approach’, page 22
203-2 Significant indirect
economic impacts
Annual Report – ‘Creating Value’, pages 10 to 18
(Intro/People/Places/Planet)
28 | tpximpact.com
GRI standard disclosure Location
Notes & omissions
GRI 207: Tax 2019
3-3 Management of material
topics
Annual Report - ‘Financial Review’, pages 6 to 9
Annual Report - ‘Principle 6’, page 47
207-1 Approach to tax
Annual Report, page 76
The Group seeks to comply
with the UK tax regime as it has
no overseas operations.
207-2 Tax governance,
control, and risk
management
Annual Report, page 76
The CFO manages the tax
affairs of the Group, including
tax risk, supported by the Group
Finance team and external
advisers where necessary.
GRI 302: Energy 2016
3-3 Management of material
topics
Sustainability Report – Our Strategy – ‘Energy Usage and
GHG Emissions’, page 6
Sustainability Report – ‘Organisational Impact’ – ‘Reduce’,
page 16
302-1 Energy consumption
within the organization
Annual Report - ‘Energy and carbon reporting’,
pages 65 to 66
Sustainability Report - ‘Scope 1’ & ‘Scope 2’, page 16
Basis of Reporting available on request
302-2 Energy consumption
outside of the organization
Data is unavailable. As an
office-based organisation,
our energy consumption is
relatively low. We have focused
initially on reporting our carbon
emissions and intensity, and
energy sources. In the future
we hope to provide more
detail on our total energy
consumption. Our emissions
from fuel and energy are 7.82
tCO2e.
302-3 Energy intensity
Sustainability Report - ‘Scope 1’ & ‘Scope 2’, page 16
302-4 Reduction of energy
consumption
Sustainability Report - ‘Scope 1’ & ‘Scope 2’, page 16
Basis of Reporting, available on request
302-5 Reductions in energy
requirements of products
and services
Not applicable. Sold Services
are not directly energy
consuming.
GRI 303: Water and Effluents 2018
3-3 Management of material
topics
Sustainability Report – ‘Organisational Impact’ – ‘Measure’,
page 12
303-5 Water consumption
Sustainability Report - ‘Organisational Impact’ - ‘Scope 3 -
waste and wastewater’, page 15
Basis of Reporting, available on request
ENVIRONMENTAL, SOCIAL AND GOVERNANCE continued
Annual Report & Accounts 2024 | 29
Financial Statements
Corporate Governance
Strategic Report
GRI standard disclosure Location
Notes & omissions
GRI 305: Emissions 2016
3-3 Management of material
topics
Sustainability Report – Our Strategy – ‘Energy Usage and
GHG Emissions’, page 6
Sustainability Report – ‘Organisational impact’, page 12
305-1 Direct (Scope 1) GHG
emissions
Sustainability Report – ‘Organisational impact’, pages 12 - 15
Basis of Reporting, available on request
Biogenic CO2 emissions are not
relevant to TPXimpact.
305-2 Energy indirect
(Scope 2) GHG emissions
Sustainability Report – ‘Organisational impact’,
pages 12 to 15
Basis of Reporting, available on request
305-3 Other indirect
(Scope 3) GHG emissions
Sustainability Report – ‘Organisational impact’,
pages 12 to 15
Basis of Reporting, available on request
Biogenic CO2 emissions are not
relevant to TPXimpact.
305-4 GHG emissions
intensity
Sustainability Report – ‘Organisational impact’, page 13
Basis of Reporting, available on request
305-5 Reduction of GHG
emissions
Sustainability Report – ‘Organisational impact’,
pages 12 to 15
GRI 306: Waste 2020
3-3 Management of material
topics
Sustainability Report – ‘Organisational impact’ – ‘Measure’,
page 12
306-1 Waste generation and
significant waste-related
impacts
Sustainability Report - ‘Scope 3 - waste and wastewater’,
page 15
306-2 Management of
significant waste-related
impacts
Sustainability Report - ‘What’s next’, page 25
306-3 Waste generated
Sustainability Report - ‘Scope 3 - waste and wastewater’,
page 15
Basis of Reporting, available on request
306-4 Waste diverted from
disposal
Sustainability Report - ‘Scope 3 - waste and wastewater’,
page 15
Basis of Reporting, available on request
306-5 Waste directed to
disposal
Sustainability Report - ‘Scope 3 - waste and wastewater’,
page 15
Basis of Reporting, available on request
30 | tpximpact.com
ENVIRONMENTAL, SOCIAL AND GOVERNANCE continued
GRI standard disclosure Location
Notes & omissions
GRI 401: Employment 2016
3-3 Management of material
topics
Sustainability Report – ‘Our Workforce’, pages 34 to 36
401-1 New employee hires
and employee turnover
Sustainability Report - Our Workforce - Workforce Growth,
page 34
Data on demographics of
new employee hires and
new employee turnover is
unavailable. TPXimpact is
working towards a future
solution to this.
401-3 Parental leave
Sustainability Report – ‘Our Workforce’ – ‘Employee Value
Proposition’, page 35
GRI 403: Occupational Health and Safety 2018
3-3 Management of material
topics
Sustainability Report – ‘Care Beyond Duty’, page 44
403-1 Occupational health
and safety management
system
Sustainability Report – ‘Health and Safety’, page 46
403-2 Hazard identification,
risk assessment, and
incident investigation
Sustainability Report – ‘Health and Safety’, page 46
403-3 Occupational health
services
Sustainability Report – ‘Health and Safety’, page 46
403-4 Worker participation,
consultation, and
communication on
occupational health and
safety
Sustainability Report – ‘Health and Safety’, page 46
Note: TPXimpact has an
Employee Forum. Policies,
including those related to
health and safety, will be
reviewed by the Employee
Forum prior to approval.
403-5 Worker training on
occupational health and
safety
Sustainability Report – ‘Health and Safety’, page 46
403-6 Promotion of worker
health
Sustainability Report – ‘Health and Safety’, page 46
Sustainability Report - ‘Health & Wellbeing’, page 44
403-7 Prevention and
mitigation of occupational
health and safety impacts
directly linked by business
relationships
Sustainability Report – ‘Health and Safety’, page 46
Sustainability Report – ‘Our Strategy’, page 40
Sustainability Report - ‘Health & Wellbeing’, page 44
403-8 Workers covered by
an occupational health and
safety management system
The Health & Safety management system applies to
all employees (in a permanent, temporary or voluntary
capacity) of TPXimpact Ltd and Manifesto Digital Ltd (each
a Company or TPXimpact) or suppliers delivering services
(i.e. subcontractors or external consultants) to TPXimpact;
and is certified to ISO45001.
The management system was subject to external audit.
Sustainability Report - ‘Health & Safety’, page 46
Annual Report & Accounts 2024 | 31
Financial Statements
Corporate Governance
Strategic Report
GRI standard disclosure Location
Notes & omissions
403-10 Work-related ill
health
TPX has not had any fatalities
as a result of work-related
ill health. Other data is not
available. TPXimpact hope to
disclose this data in future
reporting.
GRI 404: Training and Education 2016
3-3 Management of material
topics
Sustainability Report ‘Skills & Development’, page 37
404-1 Average hours
of training per year per
employee
This year, across our Consulting and Digital Experience
business units, 2,475 hours of training under this scheme
were booked on timesheets.
Sustainability Report – ‘Skills & Development’, page 37
Data is unavailable. TPX does
not have data on the gender
and employee category
breakdowns for hours of
training.
404-2 Programs for
upgrading employee skills
and transition assistance
programs
Sustainability Report – ‘Skills & Development’, page 37
Data is unavailable. Information
on transition assistance
programs provided to facilitate
continued employability
and the management of
career endings resulting from
retirement or termination of
employment is unavailable.
404-3 Percentage of
employees receiving regular
performance and career
development reviews
Sustainability Report – ‘Skills & Development’, page 37
GRI 405: Diversity and Equal Opportunity 2016
3-3 Management of material
topics
Sustainability Report – “Closing the Gaps”, pages 38 to 39
Sustainability Report – ‘Delivering Brilliant Basics’, page 30
Sustainability Report – ‘Reward and Recognition’, page 31
405-1 Diversity of
governance bodies and
employees
Sustainability Report – ‘Diversity and Inclusion Status’ –
‘Specific Groups’, page 39
Annual Report – ‘People, Places, Planet’, pages 4 to 5
405-2 Ratio of basic salary
and remuneration of women
to men
Annual Report – ‘People, Places, Planet’, pages 4 to 5
GRI 406: Non-discrimination 2016
3-3 Management of material
topics
Sustainability Report – “Closing the Gaps”, pages 38 to 39
406-1 Incidents of
discrimination and
corrective actions taken
TPXimpact Diversity & Inclusion: 2024 Report available upon
request
Equality, Diversity & Dignity Policy available upon request
Fair Treatment at Work Policy available upon request
Whistleblowing Policy available upon request
32 | tpximpact.com
ENVIRONMENTAL, SOCIAL AND GOVERNANCE continued
GRI standard disclosure Location
Notes & omissions
GRI 409: Forced or Compulsory Labor 2016
3-3 Management of material
topics
Sustainability Report – ‘Human Rights’, page 45
409-1 Operations and
suppliers at significant risk
for incidents of forced or
compulsory labor
Sustainability Report – ‘Human Rights’, page 45
GRI 413: Local Communities 2016
3-3 Management of material
topics
Sustainability Report – ‘Places’ pages 48 to 50
413-1 Operations with local
community engagement,
impact assessments, and
development programs
Sustainability Report – ‘Places’ pages 48 to 50
Sustainability Report – Closing the Digital Divide’, page 43
Data is unavailable. TPX only
disclose the reported hours
from operations.
GRI 414: Supplier Social Assessment 2016
3-3 Management of material
topics
Sustainability Report – Human Rights – ‘Annual risk
Assessment’, page 45
414-1 New suppliers that
were screened using social
criteria
Sustainability Report – Human Rights – ‘Annual risk
Assessment’, page 45
This year we have implemented
modern slavery risk
assessments for suppliers, and
are actively planning to include
other social factors within
these assessments in future.
414-2 Negative social
impacts in the supply chain
and actions taken
Sustainability Report – Human Rights – ‘Annual risk
Assessment’, page 45
Not applicable. Based on
TPXimpact’s assessment of
modern slavery risks, we do not
currently work with high risk
supplier organisations.
GRI 418: Customer Privacy 2016
3-3 Management of material
topics
Sustainability Report – ‘Data Privacy & Security’, page 47
418-1 Substantiated
complaints concerning
breaches of customer
privacy and losses of
customer data
Sustainability Report – ‘Data Privacy & Security’, page 47
Corporate Governance
Financial Statements
Strategic Report
CORPORATE
GOVERNANCE
Annual Report & Accounts 2024 | 33
34 | tpximpact.com
CHAIRMAN’S STATEMENT
Mark Smith
Chairman of the Board
TPXimpact
Overview
FY24 has been a year of both challenge and opportunity.
TPXimpact has emerged stronger, fitter and well-positioned
for the future. Whilst the Board is pleased by the progress
made in the year, we also recognise that there is more
to be done to make the business better and achieve
our commercial objectives, whilst not losing sight of our
purpose-driven goals.
Strategic execution
The record level of new business won in the year,
including two very significant contract wins with Central
Government, illustrates the potential for growth from the
increased scale and competitiveness of the Company. A
more straightforward organisational structure and clear
brand differentiation makes our go-to-market proposition
even more compelling. The simplification of the business,
including the disposal of our overseas interests, was key to
achieving a stable foundation for the future.
The Company has successfully navigated the challenging
financial circumstances of early FY24 to emerge in a much
more stable financial position, with significant organic
revenue growth, increased Adjusted EBITDA margins and
debt under control. Although this is only the first year of
a three-year plan, the Board is pleased by what has been
achieved so far, and believes the strategy of the Company
to be sound. The execution of that strategy by management
has been successful and we expect that momentum to
continue as the plan progresses.
Although there may have been some short-term disruption
from the General Election, the Board remains confident
that the future prospects for the business are promising,
founded upon the talent of our people and the insight they
can provide to support organisations, including the new
Government, to bring to life the major benefits that digital
transformation can bring.
Purpose
The Company was founded upon a vision where business
can and should contribute to the benefit of society as a
whole, including local communities and the planet. The
Board fully endorses this vision, which continues to be at the
heart of what our people do, balanced with a commitment
to creating value for all our stakeholders. Achieving B-Corp
certification provided important, independent recognition
of how we do business. The Board will continue to support
management in driving forward our holistic vision of
commercial success and purpose-driven goals.
People
The people initiatives taken by management in the year have
been fully supported and encouraged by the Board. We
have been pleased to see the PACT (Purpose, Accountability,
Craft, Togetherness) values instilled throughout the business
and retention rates have again improved to 88%, whilst the
median gender pay gap has reduced to 8%. Some areas,
nevertheless, require more work. The single office location
at the Hickman Building in London has been a great success
and employee engagement scores continue to improve.
The Company believes in “People-powered digital
transformation”. In order to succeed, we are responsible for
giving our people the right mix of skills and development
opportunities through engaging and insightful assignments,
while providing a remuneration and benefits package that is
attractive to both current and fresh talent. The Remuneration
Committee is committed to providing the senior leaders
of the Company with a remuneration package that is both
motivational and competitive.
Corporate Governance
The Board is committed to an open and transparent
governance process. We regularly evaluate the key risks
facing the Group and assess the controls in place to mitigate
those risks, in the context of good market practice and
Annual Report & Accounts 2024 | 35
the expectations of our stakeholders. Whilst the Board is
supportive of management, we regularly challenge and
probe the assumptions around plans and forecasts, as well
as the way in which management engages with clients, staff,
investors and other stakeholders.
This approach is true across all the sub-committees
of the Board: Remuneration, ESG, and Audit, Risk & AIM
rules compliance Committees. Rachel Neaman replaced
Isabel Kelly as Chair of the Remuneration Committee on
1 April 2024. Isabel remains Chair of the ESG Committee.
Rachel was also appointed Senior Independent Director
in December 2023, further enhancing our governance
framework.
The membership of the ESG Committee evolved in the
year as we actively encouraged more active contribution
from within the business. Current membership is shown on
page 49 and brings a diverse range of skills, experience and
perspectives to the execution of our ESG strategic goals.
My thanks go to all the non-executive and executive
directors for their valuable contribution to our discussions
over the course of the last year and to Isabel, in particular, for
leading the Remuneration Committee with such enthusiasm
for so many years.
CFO retirement
I would also express the Board’s appreciation for the
contribution of Steve Winters, our CFO, over the last two
years. We wish him well for the future. The search for a
successor is well underway and an announcement will be
made in due course.
Looking ahead
The Company performed well in FY24. We have a strong
foundation for the future and are well-positioned for the
year ahead. In the longer term, our strategy is clear and
I am confident that the Company will continue to grow in
a profitable and responsible way. On behalf of the Board,
I would like to thank all our stakeholders (including investors,
clients and employees) for their past and continued support
as we look forward to further progress in the coming year.
Mark Smith
Chairman, TPXimpact
29 August 2024
Financial Statements
Corporate Governance
Strategic Report
36 | tpximpact.com
RISK AND RISK MANAGEMENT
Risk
Impact
Mitigation
Impact of an economic
downturn
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
the Government will continue to invest through the
economic cycle. Nonetheless, we recognise that
we face a short period of uncertainty as the new
UK administration settles into place and clarifies its
digital spend priorities.
Long term, 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
Inflationary pressures may increase
the cost of our workforce (employees
as well as contractors) which may
constrain margin growth.
Pricing of new business proposals and review of rate
cards takes account of inflationary pressures on the
cost base, and therefore provides margin protection.
We continue to provide competitive pay and
benefits to our employees, including appropriate
salary increases. These increases support employee
retention, which has multiple benefits to the
business, including predictability of staff costs and,
therefore, sustainable margins.
People
The quality of the services provided
by the Group’s businesses is
fundamentally derived from the quality
of the Group’s people.
The Group’s performance could
therefore be adversely affected if it is
not able to recruit, train or retain key
talent in the Group.
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.
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 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, TPXimpact has taken steps to manage or mitigate the risks, or
potential risks, but it cannot entirely safeguard against all of them.
Annual Report & Accounts 2024 | 37
Financial Statements
Corporate Governance
Strategic Report
Risk
Impact
Mitigation
Cyber security risk
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 Group’s operations,
expose the Group to fines and cause
reputational damage.
The Group has received ISO27001 accreditation for
Digital Transformation and manifesto and intends
to broaden the scope of these accredited security
standards to KITS during the next 12 months.
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.
Conditions of lending
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.
The Group’s positive financial performance through
FY24 resulted in significant progress on its debt
position: gross debt reduced by 50% to £12.2m over
the twelve months to 30 June 2024 and the leverage
ratio* reduced to less than 1.6x at 31 March 2024.
These improved metrics contributed to the Group’s
bankers agreeing to extend the maturity of the
Group’s debt facility by one year to July 2026,
reducing the facility from £30m to £25m to meet
the ongoing needs of the business, and easing the
Group’s Covenants one quarter ahead of schedule.
Based on the Company’s profit and cash flow
forecasts, management do not expect the Company
to breach its lending covenants.
* Leverage ratio: net debt (excluding lease liabilities) to rolling 12m Adjusted EBITDA
38 | tpximpact.com
RISK AND RISK MANAGEMENT continued
Risk
Impact
Mitigation
Commercial
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 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.
Compliance
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’s central operations model is maturing to
manage and mitigate these compliance risks, with
appropriate, dedicated resource.
A focus on secure and scalable processes
configured around ISO standards is driving an
improved culture of risk management through the
Group.
Annual Report & Accounts 2024 | 39
Financial Statements
Corporate Governance
Strategic Report
Risk
Impact
Mitigation
Internal control &
system transformation
The span of TPXimpact’s consolidated
operations is now broader than any of
its individual legacy businesses.
An increasingly mature framework of
internal controls is needed to ensure
that the risks implicit to scale are
actively managed.
The Group intends to enhance the
efficiency of this internal control
framework through improvements
to system infrastructure and careful
management of that transformation.
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 ISO9001 (Quality),
ISO14001 (Environment), ISO27001 (Information
Security) and ISO45001 (Health & Safety),
accreditations for Digital Transformation and
manifesto and intends to broaden the scope of
these accredited standards to KITS during the next
12 months.
The Group continues to run the Operational Board
forum to bring together HR, operations and finance
leads from across the business to establish and
deploy the central operations framework and
systems. This collaborative approach helps to
assess the functional needs of the business in its
current and future state and seeks to mitigate (or
actively risk 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.
40 | tpximpact.com
BOARD OF DIRECTORS
Mark William Smith
aged 69, 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 7 years and a
Non-Executive Director for 20. 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, and Chairman and Non-Executive Director of
Cognito Europe Limited, 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, Non-Executive Chairman of
Cognito Europe Limited.
Committee membership and Board attendance:
Audit, Risk and AIM Rules Compliance Committee;
Remuneration Committee. 100% attendance.
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 | 41
Stephen Richard Winters
aged 56, 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. Steve drives the financial
and operational strategy of the business; his responsibilities
include investor relations, treasury and banking, IT and
operations, property, external and internal financial reporting,
budgeting, and forecasting, always seeking to balance the
commercial priorities of the business with its commitment to
People, Places and the Planet.
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 of Wise Addition Limited.
Committee membership and Board attendance:
Member of the ESG Committee. 100% attendance.
Björn Alex Paul Conway
aged 55, 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.
Prior to joining TPXimpact, Björn most recently concentrated
on building a number of private businesses.
External Appointments:
Founding Partner of DX Cubed LLP
Committee membership and Board attendance:
100% attendance.
42 | tpximpact.com
BOARD OF DIRECTORS continued
Christopher Paul Sweetland
aged 69, Non-Executive Director
Appointed Date: December 2018
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 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.
External Appointments:
Non-Executive Director of M&C Saatchi plc.
Committee membership and Board attendance:
Chairman of the Audit, Risk and AIM Rules and Compliance
Committee; Member of the ESG Committee (until April
2024). 100% attendance.
Isabel Jane Kelly
aged 58, Non-Executive Director
Appointed Date: December 2018
Experience, relevant skills and contributions to the Board:
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.
For 12 years as International Director of the Salesforce
Foundation, Isabel created a team delivering technology,
grants, programmes and revenue.
Isabel worked at Oxfam and at Amnesty International for
12 years, prior to joining Salesforce.
External Appointments:
Trustee of Big Give, Fellow of the RSA, Social Impact Advisor
to the Board of Simply Business, SME insurance fintech.
Committee membership and Board attendance:
Chairwoman of the Remuneration Committee (until
1 April 2024); Chairwoman of the ESG Committee. 100%
attendance.
Annual Report & Accounts 2024 | 43
Financial Statements
Corporate Governance
Strategic Report
Neal Narendra Gandhi
aged 56, Founder & Non-Executive Director
Appointed Date: December 2018
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.
In January 2023, Neal co-founded Spin Energy, a European
utility scale renewable energy development company.
Neal is also a trustee for The English Stage Company and
Lumos Foundation as well as managing his own philanthropic
activity through the Neal & Dominique Gandhi Foundation.
External Appointments:
Director of Spin Energy SRL, Director of Bridgelink Alpha SRL.
Committee membership and Board attendance:
100% attendance.
Rachel Cecilia Neaman
aged 59, Senior Independent Director
Appointed Date: October 2020
Experience, relevant skills and contributions to the Board:
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 former 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, Advisory Board
Member of DigitalHealth.London, Fellow of the RSA.
Committee membership and Board attendance:
Member of the ESG Committee (until April 2024);
Chairwoman of the Remuneration Committee (from 1 April
2024). 100% attendance.
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 | 43
TPXimpact is 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. The Senior Independent Director offers further
counsel through which effective governance, communication
with stakeholders and Board accountability can be
enhanced.
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.
We believe in a world enriched by people-powered digital
transformation. Working in collaboration with organisations,
we're on a mission to accelerate positive change and build a
future where people, places and the planet are supported to
thrive.
Led by passionate people, TPXimpact works closely with its
clients in agile, multidisciplinary teams; challenging
assumptions, testing new approaches and building
confidence and capabilities. Combining our rich heritage with
expertise in human-centred design, data, experience and
technology, we work to create sustainable solutions with the
flexibility to learn, evolve and change.
Our three-year strategy is clearly articulated (see page 3)
and we carefully track our progress against these objectives
in both financial and non-financial respects. The
simplification of the Group into three business units
(effective from 1 April 2024), each with its own distinct
operating model, allows us to implement strategic decisions
efficiently and effectively, for the benefit of all our
stakeholders.
The business is being increasingly recognised as a leading
alternative digital transformation provider to the UK public
services sector, with over 90% of its client base representing
public services.
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 will be worth an estimated £77.9bn in 2025, with
a CAGR of 6.6%. The public sector (comprising over
90% of the group’s revenue) is worth an estimated
£17.4bn (2025) of this total*.
•
Rich heritage in digital transformation – Combining a
rich heritage and expertise in human-centred design,
data, experience and technology, we bring over 16 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 allow 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.
Our ambitious three-year plan (see page 3) outlines
how we will deliver our mission and make it a reality.
•
Experienced management and Board with a proven
track record – TPXimpact is managed by highly
experienced executive and non-executive directors
who combine strong sector, public company and
international M&A expertise with a track record of
building and growing exciting service companies.
CORPORATE GOVERNANCE REPORT
44 tpximpact.com
*Tech Market View, UK Software & IT Services Market Trends & Forecasts 2024, July 2024
Principle 2 – Seek to understand and
meet shareholder needs and
expectations.
TPXimpact 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 statements and regular trading updates.
•
Analyst and investor presentations – TPXimpact’s
Executive Directors present the half-yearly and annual
results to institutional and retail 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 22 to 32). The Board is committed to a
balanced focus between commercial success and acting
responsibly for the benefit of People, Places and the Planet.
This strategy is enshrined in the Company’s Articles of
Association as an accountability to all our stakeholders,
including our clients and employees.
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 management
supports informed decision making; enables us to minimise
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 existing 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
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 45
•
Minimise costs and drive efficiencies in a way that
allows pervasive risk to be controlled across the
business
•
Identify weaknesses in, and opportunities to improve,
our business processes
Risk registers
At the operational level, a risk register is maintained within
every business unit. Risks are reviewed monthly by the
management team of each business unit and managed
appropriately.
At a Group level, there is a single, aggregated risk register for
the business’s key risks, which records the most significant
risks facing the business as a whole and the associated steps
being taken to reduce and mitigate those risks.
Our framework provides a clear process for all staff to
escalate issues through the appropriate risk channels
(including a whistle-blowing channel) 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 on a monthly basis by the
business units and key risks are reviewed by the Group CEO
and CFO as part of the monthly board meetings with the
businesses. A full review is undertaken at a Group level every
six months and the highest-rated risks are then presented to
the Audit, Risk & AIM Rules Compliance Committee and the
Board. Further details can be found in our Risk Section of the
Annual Report and Financial Accounts on pages 22 to 32, 36
to 39 and 52 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 (Senior Independent Director) 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.
Rachel Neaman was appointed Senior Independent Director
in December 2023. Rachel already serves as a Non-executive
Director of TPXimpact and brings a wealth of experience of
the UK charity and public sectors. As Senior Independent
Director, Rachel’s counsel helps to ensure the Board and
Management deliver against the balanced needs and
expectations of our stakeholders.
Neal Gandhi, the former CEO of TPXimpact and now a Non-
Executive Director, is not considered an independent
director due to his significant shareholding in the company,
currently owning 6.6% of the Company. 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, who
have all 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.
Mr. Gandhi's deep knowledge of the business remains a
major source of value for the Board and Company as a whole.
Mark Smith, Chris Sweetland, Isabel Kelly and Rachel Neaman
own shares in TPXimpact and three independent
Non-Executive Directors hold options, however, this is not
considered to alter their independent status.
Each Board meeting commences with a standing agenda
item that requires Board members to disclose any conflicts
of interest. This process is documented in the minutes and,
where conflicts are identified, a mitigation is agreed, such as
excusing conflicted parties from discussion of the relevant
agenda item.
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. The
Executive Directors have entered into employment contracts
CORPORATE GOVERNANCE REPORT continued
46 tpximpact.com
which require them to attend all board meetings. The CEO is
invited to attend all meetings of the Remuneration
Committee and certain meetings of the Audit, Risk & AIM
Rules Compliance Committee, whilst the Group CFO is
invited to attend all meetings of the Remuneration
Committee, the Audit, Risk & AIM Rules Compliance
Committee and the ESG Committee, the last of which he is
also a member.
The Non-Executive Directors meet at least once a year
without the Executive Directors present. One third of all
Directors submit themselves for 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 and 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), reports to shareholders and succession
management.
The Directors have established three committees of its
Board, namely the Audit, Risk & AIM Rules Compliance
Committee, the Remuneration Committee and the
Environmental, Social and Governance Committee (ESG
Committee).
The Audit, Risk & 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 & AIM Rules Compliance
Committee meets at least twice a year. Mark Smith is the
other member of the Audit, Risk & AIM Rules Compliance
Committee. Steve Winters, CFO, attends Audit, Risk & AIM
Rules Compliance Committee meetings by invitation.
The Remuneration Committee is chaired by Rachel Neaman
(since 1 April 2024, when she succeeded Isabel Kelly in the
role), 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.
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 and
currently comprises a number of leaders from within the
business, including the CFO, Steve Winters.
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 40 to 43. 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 is well-placed to 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.
The Board 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 as and when
appropriate.
In addition to the support provided by the Company’s
retained professional advisers (Nominated Adviser, lawyers
and auditors), external consultants have been engaged to
advise on a number of matters including the structure and
quantum of incentives. External advisers attend Board
meetings or committee meetings as and when invited by the
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 the Board was effective. The Board seeks
continuous improvement in its performance, which includes
positive engagement with the leadership of the business
units and mentoring a number of employees on a one-to-
one basis.
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 47
Succession planning and Board appointments
The remit of the Remuneration Committee includes the
consideration of the appointment of new senior executive
and non-executive directors, although the Board as a whole
takes 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 appoint a replacement, whether
internal or external.
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. Developing these values
involved an extensive process of consultation, including
consideration of feedback from Pulse surveys, team
members, leadership and clients.
Through this process, we established our values framework
known as PACT; Purpose, Accountability, Craft and
Togetherness.
Purpose
The beating heart of our organisation—the impact we make
on people, places, and the planet. Purpose is our driving force
and at the core of our organisation.
Accountability
As we apply flexibility, pace and growth through our self-
organisation, we are accountable to all of our stakeholders.
Craft
Craft highlights our dedication to bringing precision,
problem-solving, and creativity to our work, both with our
clients and internally.
Togetherness
Togetherness is ‘how’ we work - it 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.
By integrating our PACT values into everything we do,
including performance narratives, policy updates, and
procedures, we aim to infuse TPXimpact with a distinctive
vision and set of values that shapes our behaviour, decision-
making, and overall approach as an organisation.
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 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 40 to 43.
To ensure effective governance and oversight, the Board has
established three standing Committees: the Audit, Risk, &
AIM Rules Compliance Committee, the Remuneration
Committee, and the Environmental, Social, and Governance
Committee (ESG Committee).
These Committees include representatives from both Non-
Executive and Executive board positions. This governance
structure enables a comprehensive and well-rounded
approach to the decision-making process.
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. The Group’s
CEO and CFO meet regularly with current and potential
investors, largely structured around the Group’s preliminary
and interim results announcements and regular trading
updates.
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.
For more detailed information about the Directors’
engagement with stakeholders, please refer to Section 172 on
pages 19 to 21.
CORPORATE GOVERNANCE REPORT continued
48 tpximpact.com
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 49
As of 31 March 2024, the Committee consisted of three
independent Non-Executive Directors, the Chief Financial
Officer (biographies are available on pages 40 to 43) and
three members of the Senior Management Team.
Member Member Since
Isabel Kelly 2020
Christopher Sweetland* 2020
Rachel Neaman* 2020
Bryony Wilde 2020
Luke Murphy 2020
Ching Chong 2021
Steve Winters 2022
Oliver Rigby* 2022
Mark Madden** 2024
Lizzie Insall** 2024
*
Christopher Sweetland and Rachel Neaman left the ESG Committee
on 1 April 2024; Oliver Rigby left the ESG Committee on 28 September
2023
** Joined post year end
Main responsibilities
The Committee’s main responsibilities for the 2024 financial
year (FY24) 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.
•
Discussing and deciding on the procedure of assessing
controversial clients and their adherence to the
company's 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.
Sustainable Development in FY24
This year, TPXimpact has made significant strides in
enhancing its sustainability efforts under the oversight and
guidance of the ESG Committee. Key actions include
formalising a commitment to all stakeholders through
amended articles of association and achieving B Corp
certification, underscoring our dedication to high social and
environmental standards.
Further to this I am pleased that staff retention improved to
88%, from 84% last year. The median gender pay gap
narrowed to 8% from 14%, with overall female representation
at 51% and senior female representation at 40%. Minority
ethnic representation increased to 22%, but the ethnicity pay
gap widened to 15% from 8% due to fewer diverse senior
leaders. Despite progress, recognised by the 2024 Small Cap
Award for Diversity, Inclusivity, and Engagement, there is still
work to be done.
TPXimpact remains committed to delivering impactful digital
transformation, responsibly, at scale. We are building
sustainable futures for our People, our Planet and our
Communities.
The past few years have seen social and environmental
concerns pushed up the corporate agenda, as organisations
have increasingly woken up to their responsibilities beyond
shareholder profit. We must now take our place alongside
government and not-for-profits to help tackle some of
society's biggest problems. TPXimpact was founded as an
impact-driven business. We are proud of the work that we do
to ensure that as the business grows, it does so responsibly,
with the best interests of our People, Places and the Planet.
We have advanced our net zero targets, conducted a
comprehensive double materiality assessment in line with
the Corporate Sustainability Reporting Directive (CSRD)
methodology, to prioritise critical ESG issues, and integrated
Social Value commitments into client contracts, particularly
within the public sector. Our initiatives have been guided by
a set of non-financial KPIs, contributing to the United Nations
Sustainable Development Goals, especially Goal 8: Decent
Work and Economic Growth.
Additionally, we’ve made notable progress in diversity, equity,
and inclusion (DEI). Our commitment to radical transparency
and robust reporting has seen our FY24 reporting align with
Global Reporting Initiative (GRI) Standards. Our double
materiality assessment enabled us to identify the ten ESG
impacts most material to all our stakeholders, which will
shape our future direction, focusing on inclusive
employment, employee wellbeing, client values alignment,
energy usage and GHG emissions reduction, accessibility of
services, data privacy and security, and climate change
initiatives.
Skills and training have been prioritised through professional
development programs and an in-house programme to
support diverse young entrepreneurs. These actions reflect
ESG COMMITTEE REPORT
our commitment to sustainable practices and delivering
value for all stakeholders.
Throughout the financial year, the Committee held four
meetings.
Committee Membership Changes
In the second half of the year, the ESG Committee undertook
an extensive internal recruitment process to bring fresh
talent into its membership and so more deeply integrate ESG
strategy into the day-to-day activities of the business. At the
present time, the Committee comprises the Chair, Isabel
Kelly, a non-executive director of the Company, and a
number of representatives from executive leadership
including the Purpose Director and Chief Financial Officer.
ESG reporting
We currently provide a full sustainability report annually as
part of our annual report, and release some sustainability
updates as part of our half year results. A quarterly carbon
report is shared with our ESG committee.
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 GRI,
TCFD, GHG protocol, WEF Disclosure pillars, the UN’s
Sustainable Development Goals (SDGs), Streamlined
Energy and Carbon Reporting (SECR), and relevant
financial and governance legislation.
Highlights:
•
We are reporting in accordance with GRI
standards for the first time this year, having
referenced GRI in last year’s reporting.
•
We have reported on Scope 3 Waste and Water
for the first time this year.
•
We measure our annual emissions using the GHG
protocol. This was important to how we
re-benchmarked our emissions due to
divestments at a scale of more than 5% revenue.
This is explained in our Planet report.
•
Fairness of methodologies used for data collection and
aggregation, along with reasonable proxies and
assumptions for benchmarking.
•
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 22 to 32 with further detailed information
located in our separate Sustainability Report.
To hold ourselves to a higher standard, we have voluntarily
submitted to and drawn upon further standards:
•
Certification for the IS14001 Standard for Environmental
Management
•
B-Corp Certification, due for renewal in 2027
•
Using SBTI to inform our reporting targets, where
appropriate
Towards ESG reporting excellence in the longer term, in the
coming year we are working on:
•
A TCFD Scenario Plan
•
Making CDP submissions with a view to future
certification
The role of the board
The Chief Executive Officer along with the TPXimpact Board
have the highest level of responsibility on all ESG matters.
The role of the Board is to maintain close oversight of the
ESG programme, ensuring the long-term sustainable success
of the business.
The ESG Committee assists the Board in incorporating ESG
considerations in business strategy and decision-making.
The ESG Committee receives a detailed update on
TPXimpact’s sustainability strategy and climate-related goals
at least twice a year, from members of the Executive
Committee and the Purpose Director. The update from the
Committee and any associated recommendations are then
put forward to the Board for consideration.
The ESG Committee also informs the working of other Board
Committees with ESG considerations that may be relevant to
remuneration or audit/risk matters.
Management responsibility
The CEO leads the Executive Committee. The Purpose
Director is a member of the Extended Leadership Team (ELT)
and is responsible for creating a sustainability strategy for
the business. Individual ELT members including Jen Bryne
(MD of Digital Transformation), Rebecca Hull (MD of
manifesto) and Grant Harris (MD of KITS), are responsible for
leading on the delivery of environmental and social
programmes relevant to their areas of responsibility. Given
our commitment to a purpose-driven approach, the
Executive Committee and ELT understand their responsibility
to fully and proactively engage with efforts to continually
improve our impact.
The Executive Committee and ELT receive bi-monthly
updates on ESG matters, including progress against the
annual ESG targets.
At the operational level, the day-to-day management of ESG
initiatives is managed by the members of the Impact team
and business unit leaders. Both these groups include several
50 tpximpact.com
ESG COMMITTEE REPORT continued
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 51
members of the Senior Leadership team, which ensures
senior-level ownership and oversight of implementation
plans and streamlines communication to the wider Executive
Committee and the Board.
Ownership and accountability
ESG considerations are embedded across the business,
ensuring there is clear oversight and accountability at each
level – at the Board level, at the Executive level and at the
operational delivery level.
Isabel Kelly
Chair of the Environmental, Social and Governance
Committee
29 August 2024
Board of Directors
Chaired by Mark Smith
Audit, Risk & AIM Rules Compliance
Committee
Chaired by Chris Sweetland
Remuneration Committee
Chaired by Rachel Neaman
ESG Committee
Chaired by Isabel Kelly
Key Responsibilities:
• The integrity of external ESG
reporting and KPIs
• Risk management including TCFD
Key Responsibilities:
• Aligning both Executive and group
compensation with ESG goals
• Ensuring clarity of ESG metrics
and KPIs within compensation targets
Key Responsibilities:
• Drive board focus on ESG
• Provide oversight, guidance and
scrutiny of the ESG strategy and
its delivery
Executive Committee
Chaired By Björn Conway
Extended Leadership Team
Chaired By Björn Conway
Includes the Purpose Director, who is responsible for creating the sustainability strategy for the business
Governance of ESG Matters at TPXimpact
52 tpximpact.com
Task Force on Climate-Related Financial
Disclosures
We applied the recommendations of the Task Force on
Climate-Related Financial Disclosures and requirements
under the UK Climate-Related Financial Disclosure (CFD)
regulations to identify climate-related risks and
opportunities that could impact our business. Our core
objective in implementing these recommendations is to
reduce our business’s exposure to climate-related risks and
enable us to capitalise on the associated opportunities. To
develop our disclosure report, we followed the established
TCFD recommendations across the four thematic areas:
governance, strategy, risk management, and metrics and
targets. We have assessed that we fully comply with the
mandatory CFD requirements.
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 full details of our ESG Governance Structure can be
found in the ESG Committee’s Report on pages 49 to 51 of
this Annual Report.
Strategy
This year we made a step forward in our Planet strategy by
developing a TCFD scenario plan.
To further understand the impact that climate change could
have on the business, we performed a high level assessment
of the impact of 1.5°C (aligned with the aspirations of the
Paris Agreement), 3°C and 4°C global warming scenarios. The
scenarios are constructed on the basis that average global
temperatures will have increased by 1.5°C, 2°C and 4°C in the
year 2100 above pre-industrial levels.
Between today and 2100 there will be gradual changes
towards these endpoints and we have looked at the impact
on our business in 2034 assuming we have the same
business activities as we do today.
PLC
Board
Remuneration
Committee
Audit, Risk
& AIM Rules
Compliance
Committee
ESG
Committee
Board Level Governance
Chief
Executive
Executive
Leadership
Team
Material
Risks
TCFD REPORT
Annual Report & Accounts 2024 53
Financial Statements
Corporate Governance
Strategic Report
Models applied
We have used Shared Socioeconomic Pathways (SSPs) from the Intergovernmental Panel on Climate Change’s (IPCC) sixth
assessment report to model our scenarios. They present five different ‘storylines’ for the future of humanity. They set the stage
for five versions of the future (2100) in order to model social and economic factors.
In particular, the scenarios we have used to consider the impact on the business are:
SSP1-1.9, a low emissions scenario where emissions decline to net zero around 2050.
SSP3-7 a medium emissions scenario where emissions remain around current levels until 2050.
SSP5-8.5 a high emissions scenario where emissions roughly double from current levels by 2050.
Climate change impacts are to be placed in the context of vulnerabilities and the possibilities for adapting and mitigating
climate change.
Scenarios
These scenarios are based on the Medium-term time horizon between 2024 and 2034 assuming we have the same business
activities as we do today.
High transition risks
High physical risks
Scenario Settings
Very low ( 1.5 °C)
High (3°C)
Very High (4 °C)
World View
An increasingly sustainable
world. Global commons are
being preserved, the limits of
nature are being respected. The
focus is more on human well-
being than on economic growth.
Income inequalities between
states and within states are
being reduced. Consumption is
oriented towards minimising
material resource and energy
usage.
A revival of nationalism and
regional conflicts pushes global
issues into the background.
Policies increasingly focus on
questions of national and
regional security. Investments in
education and technological
development are decreasing.
Inequality is rising. Some regions
suffer drastic environmental
damage.
Global markets are increasingly
integrated, leading to
innovations and technological
progress. The social and
economic development,
however, is based on an
intensified exploitation of fossil
fuel resources with a high
percentage of coal and an
energy-intensive lifestyle
worldwide. The world economy
is growing and local
environmental problems such
as air pollution are being tackled
successfully.
Reference
Scenario
IPCC AR6 SSP1-1.9
IPCC AR6 SSP3-7
IPCC AR6 SSP5-8.5
Features
•
Lowest population growth
•
High GDP growth
•
Equitable development
•
High urbanisation
•
Lowest CO2 emissions
•
Lowest mean temperatures,
1.4°C
•
Highest population growth
•
Lowest growth in GDP
•
High inequality
•
Low urbanisation
•
Medium growth in
emissions
•
Medium mean temperature,
3.6°C
•
Low population growth
•
High GDP growth
•
Equitable development
•
High urbanisation
•
Highest CO2 emissions
•
Highest mean temperature,
4.4°C
54 tpximpact.com
TCFD REPORT continued
Our exposure to risk and our resilience
Transition Risk and Resilience
Shifts in policy or regulation, technological developments,
shifts in consumer or employee sentiment
•
Low direct GHG emissions where policy may incur
additional costs (reporting requirements, carbon taxes)
however we have a medium/ high reliance on energy
intensive resources in supply chain in the form of data
centres
•
Strong reputation for investment in ESG which offsets
risk of sentiment changing to favour more responsible
business
•
Medium exposure to technological developments, this
could be an opportunity for TPXimpact
Physical Risks and Resilience
Business disruptions due to acute events or chronic
environmental shifts such as water scarcity, ocean
acidification, rising sea levels etc.
•
Few fixed assets in operations which limit the risk of
physical climate related damage
•
Professional services require low resource intensity in
operations meaning that we have little exposure to
resource scarcity
•
Operations are currently based in the UK and not in
climate sensitive regions
•
Low reliance in the value chain on the availability of
water
Risk Management
The impact of climate risk is integrated with our overall
approach to risk management. Full details of this can be
viewed on pages 36 to 39 of this Annual Report.
a)
Risk identification
•
Climate risks have been identified through our
scenario planning and material issue assessment
and provided to our central operations team to
include in the Group’s business-wide risk register.
Scenario Driver
Type
1.5 °C
3 °C
4 °C
Business response
Risk
Increase in energy costs
due to carbon pricing
Transition
Policy
High
Medium
Low
Reduce GHG emissions
Risk
Inadequate climate
change efforts and
disclosure
Transition
Policy
High
Medium
Medium
Investment in carbon
reporting and adherence
to our net zero targets
Risk
Worsening of working
conditions due to
extremely high
temperatures, lower
employee productivity
and increased rate of
absence due to
increasing incidence of
diseases caused by
climate change
Physical
Chronic
Low
Medium
High
Policy in place for
heatwaves and remote
working capabilities
allowing us to manage
pandemics and limit
spread of disease
Risk
Weather damage (heat/
flood/ hurricane) causing
outage of data centres
Physical
Acute
Low
Medium
High
Diversification of servers
Opportunity
Increased awareness of
sustainability amongst
consumers may give
preference to companies
investing in ESG
Transition
Market
Medium
Medium
Low
Maintain B Corp
certification and promote
ESG focus and
performance
Opportunity
Increased demand for
support to transition to
low carbon infrastructure
Transition
Products
& Services
High
Low
Low
Position the business as
able to support clients
with green transition
Financial Impact
This table is based on the Medium-term time horizon between 2024 and 2034 assuming we have the same business activities
as we do today.
Financial Statements
Corporate Governance
Strategic Report
Annual Report & Accounts 2024 55
b)
Risk management
•
As with any risk facing our business, Planet risks
are managed in accordance with TPXimpact’s risk
management framework. Following identification,
planet risks are:
i.
Recorded;
ii.
assessed to evaluate likelihood, impact and
an appropriate response (terminate,
tolerate or treat); and
iii.
then monitored to ensure that treatment
plans are implemented.
c)
Connection with wider risk management process
•
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
The organisation uses various climate-related metrics to
measure performance in this area:
FY24 FY23
Metrics performance performance
Absolute emissions data to keep 1,292 tCO2e 1,266 tCO2e
track of our total impact on the
planet. You can read more about
our emissions in our Sustainability
Report
Internal carbon pricing (£) £59 £40
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 1.8% 3.5%
climate related projects (%)
allows us to understand how
much meaningful work we are
delivering 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. 1.1% 2%
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.
Emissions disclosure
•
Since FY20 we have published a full carbon footprint
disclosure annually within our Annual Report. We have
progressed 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 promptly drive
business decisions and make larger impacts more
immediately.
Targets
We set reduction targets in FY22 using the Science Based
Targets Initiative’s methodology to limit global warming to 1.5
degrees. From an 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.
What’s next
We will continue to raise awareness of, and make plans to
address, the carbon impact of our office portfolios:
•
Reviewing options to reduce the carbon footprint of our
Canterbury office.
•
The biggest contribution to Scope 2 emissions in Q4
was from the Hickman office. Now we have reached our
Net Zero Target of using 100% renewable energy we
have put next steps in place in our EOY plan to
continue to decrease our emissions in Scope 2 going
forward.
•
We will review how we can mobilise our workforce
within our offices to reduce our carbon footprint and
increase recycling, through various employee
engagement exercises.
To improve our Planet data and awareness we will:
•
Improve data collection on our business travel
emissions by using data from Trainline and Uber
corporate accounts;
•
Improve data collection methods around
accommodation, towards a reduction in our Scope 3
emissions.
To act upon our carbon removal commitment we will:
•
Invest the carbon removal budget associated with our
FY24 carbon emissions, in carbon removal initiatives
selected by our Planet ERG.
As part of exercising good governance for our Planet strategy
we will:
•
Continue to ensure climate risks are integrated into our
governance;
•
Apply our commercial and procurement policy,
including continuing to review our practices around
Scope 3 emissions by analysing our supply chain, and
taking appropriate action where possible.
During the 2024 financial year (FY24), 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 (CEO) and Steve Winters (CFO), to the Committee’s meetings as and when
appropriate. With effect from 1 April 2024 Rachel Neaman replaced Isabel Kelly as Chair of the Committee.
Main responsibilities
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.
Operating Policy
The Committee’s Terms of Reference were last updated in the year ended 31 March 2023 and its Operating Policy includes the
following duties:
•
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 of 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.
Scope of Responsibilities
The scope of the Remuneration Committee’s responsibilities includes:
•
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.
Summary of activities in FY24
During the year, the Remuneration Committee considered the appropriateness of incentive schemes for senior leadership
(including the executive directors of the Company) and, in particular, the scope for introducing wider incentive schemes that
might drive further revenue growth and margin expansion, as well as encourage retention of key individuals. The Committee
engaged specialist external advisers (Deloitte) to provide insight and advice in relation to the structure, terms and market-based
best practice of potential incentive schemes. One outcome of these discussions was a recommendation to adopt an FY25 STIP
share award plan for a targeted group of employees, which the Committee intends to adopt.
The Committee also considered a number of topics during the year which included: the market benchmarking of executive roles,
where the Committee engaged external specialists (Mercer) to support this assessment, reviewing management’s approach to
proposed employee salary increases for FY25, the financial and ESG performance of certain pension providers, the
appropriateness of notice periods for certain leadership roles, and the assessment of performance criteria for the FY24 STIP
share awards applicable to the CEO and CFO.
REMUNERATION COMMITTEE REPORT
56 tpximpact.com
Financial Statements
Corporate Governance
Strategic Report
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, as well as external benchmarking of both the amount and mix (fixed and variable components) of
remuneration. The Board members and their relevant experience and skills are detailed on pages 40 to 43.
Chief Executive Officer – Björn Conway
Notice period – twelve months on either side (extended from six months notice with effect from May 2024)
Base salary – following the outcome of a benchmarking exercise completed by the Remuneration Committee in 2023, base
salary was increased from £275,000 to £340,000 pa with effect from 1 April 2023. Salary is reviewed from time to time as the
Remuneration Committee determines, with no obligation to increase.
Short-term incentive plan (STIP)
FY23
The Remuneration Committee assessed the performance of the CEO against a number of performance objectives (disclosed in
the FY23 Annual Report). The outcome of this assessment was a maximum award of 100% of salary pro rata for the period from
date of appointment to 31 March 2023. The FY23 STIP award was therefore determined as £137,500, which was granted in the
form of nominal cost share options, 67% of which became exercisable on 1 April 2024 (and were exercised on 5 April 2024) and
33% will become exercisable on 1 April 2025, provided the CEO continues to be employed by the Group at that date. Although
the CEO had the right to receive this STIP award immediately in cash, he elected to receive it in the form of nominal cost share
options, with a deferred vesting over the following two years.
FY24
The Remuneration Committee assessed the performance of the CEO against a number of performance objectives in relation to
FY24, including: revenue and Adjusted EBITDA growth targets against budget, improved commercial performance (eg. staff
utilisation rates and new business targets), establishment of (and compliance with) new banking covenants, and employee
engagement scores exceeding those in FY23. The outcome of this assessment was a maximum award of 100% of salary. The
FY24 STIP award was therefore determined as £340,000, which was granted in the form of nominal cost share options (rather
than cash, at the election of the CEO) on 5 August 2024 and exercised on 6 August 2024.
Long-term incentive Plan (LTIP)
FY23 LTIP
The CEO participates in the Company’s FY23 LTIP and was granted a maximum of 300,000 nominal cost share options 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.
FY24 LTIP
The CEO also participates in the FY24 LTIP and has been granted post year end a maximum of 874,036 nominal cost share
options in the Company with an exercise price of 1p per share and a vest date of 1 November 2026, 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
Notice period – six months on either side. In May 2024, the CFO notified the Board of his intention to retire from the Company
with effect from 31 December 2024.
Base salary – The CFO’s base salary was increased from £250,000 pa to £262,500 (a 5% increase) with effect from 1 October
2023. No future raises will be provided to the current CFO due to his announced intention to retire on 31 December 2024.
Short-term incentive plan (STIP) – Performance objectives for FY24 were in line with those of the CEO and, following an
assessment of performance against those objectives, the Remuneration Committee has awarded the CFO a STIP award of
£65,625, being 25% of base salary, which was granted in the form of nominal cost share options on 5 August 2024 and exercised
on 6 August 2024.
Long-term incentive plan (LTIP) – participation in the Company’s FY23 LTIP, with a grant of 200,000 nominal cost share
options, vesting 30 November 2025, subject to the performance criteria and conditions described further below. Following the
announcement of his intention to retire from the Company with effect from 31 December 2024, the Remuneration Committee
has deemed the CFO to be a “Good Leaver” under the terms of the Company’s share plan rules. Consequently, the CFO’s
Annual Report & Accounts 2024 57
entitlement to the FY23 LTIP award is expected to become exercisable as anticipated in November 2025 (subject to the relevant
performance conditions), except that the number of share options awarded will be prorated in line with the proportion of time
served to the length of the vesting period to 30 November 2025.
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.
The first tranche of this award vested as anticipated in October 2023 and was exercised in full by the CFO at that time. The
remaining tranche is expected to become exercisable on 31 October 2024 as anticipated, given the CFO’s status as a “Good
Leaver”.
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.
Long-term incentive plans
FY23 LTIP scheme
On 14 February 2023, the Remuneration Committee approved the implementation of an 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 LTIP performance measurement criteria were originally set based on a combination of TSR, EPS and ESG objectives,
weighted 50%, 35% and 15% respectively. During FY24, the Remuneration Committee reviewed these performance criteria and
concluded the EPS target should be replaced by further weighting to TSR in view of the base year for EPS performance
measurement being FY22, in which year the Company achieved an adjusted diluted EPS of 11.3p. While the three-year plan
adopted by the Board in FY23 is demanding and calls for substantial profit and margin growth over the three years, it is
nevertheless unlikely that Adjusted diluted EPS will reach a level comparable with that of FY22, which was an exceptional year. As
a result, the EPS target was deemed to be an unrealistic goal which would not motivate key management, whilst TSR is believed
to be a more appropriate indicator of progress against FY22.
The following table sets out the performance measurement criteria, targets and weighting of each category of performance for
the FY23 LTIP, which is now focused on two measurement criteria: TSR and ESG targets.
Performance category Weighting Measurement criteria Performance period
1 October 2022 to
30 September 2025
• 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
85%
Total shareholder return
(TSR) benchmarked
against the AIM AllShare
Index
1 October 2022 to
30 September 2025
• 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
15%
ESG goals
REMUNERATION COMMITTEE REPORT continued
58 tpximpact.com
Financial Statements
Corporate Governance
Strategic Report
FY24 LTIP
In August 2024, the Remuneration Committee approved the adoption of the FY24 LTIP in which the CEO will participate. The
terms of the plan are intended to align the interests of participants with the Company’s stakeholders over the performance
period.
Other than continued employment during the vesting period, the performance criteria are as follows:
Performance category Weighting Measurement criteria Performance period
The Remuneration Committee continues to have discretion to amend these terms to ensure that any performance targets
remain appropriate.
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 April 2023 to
31 March 2026
ESG goals
15%
A = 5%
B = 5%
C = 5%
• Achieve and maintain median Employee
wellbeing & satisfaction scores >7.5 over the
performance period;
• Halve at least 85% of the Representation, Pay
and Inclusion 2021 gaps;
• Achieve an average annual 10% reduction in
carbon intensity per £1m of revenue over the
performance period;
• Each of these ESG goals equates to 1/3 of the
overall 15% weighting
Three financial years to
31 March 2026, with y/e
31 March 2023 as the
base year
35%
Growth in EPS (CAGR)
• 3 Year EPS CAGR (where “EPS” is defined as
Adjusted Diluted EPS);
• 0% vesting below 10%;
• 25% vesting for 10% growth;
• 50% vesting for 15% growth;
• 100% vesting for 25% growth;
• Straight-line vesting between these points
Three financial years to
31 March 2026, with y/e
31 March 2023 as the
base year
Annual Report & Accounts 2024 59
REMUNERATION COMMITTEE REPORT continued
TSR performance
The following graph shows the status (at 15 August 2024) of the Company’s TSR performance against the AIM All-Share Index
since 3 October 2022, the first trading day after the commencement date of the FY23 LTIP. The Company is currently ranked
within the second quartile based on this key performance indicator. However, future performance (and ultimate LTIP payout) is
dependent upon TSR performance of both the Company and the AIM All-Share Index over the remainder of the performance
period.
Remuneration of Non-Executive Directors
The fees paid to the Non-Executive Directors are determined by the Remuneration Committee. Following a review in FY24, these
fees are currently set as follows:
Non-Executive Chairman - £50,000
Non-Executive Director base fee - £35,000
Additional fee for chairing a Committee of the Board - £5,000
Non-Executive directors are not entitled to receive any bonus or other benefits* but did receive unapproved share options at
the time of their appointment. Neal Gandhi also retains the share options granted in his prior role as CEO.
Non-Executive Directors are subject to three months notice on either side.
*
with the exception of Neal Gandhi who (since 1 October 2023) has subscribed to receive private medical insurance cover as a voluntary benefit,
whereby he substitutes a monthly salary deduction equivalent to the monthly insurance premium. Prior to that date, he received private medical
insurance as a contractual benefit.
-80.00
-60.00
-40.00
-20.00
0.00
20.00
40.00
60.00
80.00
100.00
TSR performance vs AIM ALL Share & key competitors
(3 October 2022 - 15 August 2024)
TPXimpact Holdings PLC
FTSE AIM All-Share
Kainos Group PLC
Made Tech Group PLC
03-Oct-22
03-Nov-22
03-Jan-23
03-Dec-22
03-Feb-23
03-Mar-23
03-Apr-23
03-May-23
03-Jun-23
03-Jul-23
03-Aug-23
03-Jan-24
03-Feb-24
03-Mar-24
03-Apr-24
03-May-24
03-Jun-24
03-Jul-24
03-Aug-24
03-Sep-23
03-Oct-23
03-Nov-23
03-Dec-23
60 tpximpact.com
Directors’ remuneration
Details of individual Directors’ emoluments for the year (excluding employer’s National Insurance contributions) are shown in the
following table.
Salary/ Pension Share Other 2024 2023
fee options* benefits total total
£’000 £’000 £’000 £’000 £’000 £’000
Non-Executive
Mark Smith 50 – – – 50 50
Neal Gandhi 32 – – 5 37 21
Isabel Kelly 38 – – – 38 35
Rachel Neaman 35 – – – 35 35
Christopher Sweetland 38 – – – 38 35
Executive
Björn Conway (CEO) 371 – – 6 377 152
Steve Winters (CFO) 256 13 29 6 304 133
Neal Gandhi** – – – – – 430
Oliver Rigby** – – – – – 294
Total 820 13 29 17 879 1,185
*Share options are based on awards which were exercised during the year.
**Neal Gandhi and Oliver Rigby resigned as executive directors on 30 September 2022.
Directors’ interests in shares
The interests of the Directors in the Ordinary Shares of the Company at 31 March 2024 were as follows:
31-Mar 31-Mar
2024 2023
Name of Director Number Number
Mark Smith 122,000 122,000
Neal Gandhi 6,046,644 9,396,644
Isabel Kelly 2,325 2,325
Rachel Neaman 14,585 14,585
Christopher Sweetland 110,000 110,000
Steve Winters 714,906 500,000
Total 7,010,460 10,145,554
Annual Report & Accounts 2024 61
Financial Statements
Corporate Governance
Strategic Report
62 tpximpact.com
REMUNERATION COMMITTEE REPORT continued
Directors’ interests in share options
The directors have been granted options over the shares of the Company as follows:
Granted Exercised Granted Exercised Award Exercise Date when
31-Mar-23 in FY24 in FY24 31-Mar-24 in FY25* in FY25* 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
Björn Conway – 294,000 – 294,000 – (294,000) 2023 STIP 1p 1/04/24
Björn Conway – 147,000 – 147,000 – – 2023 STIP 1p 1/04/25
Björn Conway – – – – 765,766 (765,766) 2024 STIP 1p 6/08/24
Björn Conway – – – – 874,036 – LTIP scheme 1p 1/11/26
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
Steve Winters – – – – 147,804 (147,804) 2024 STIP 1p 6/08/24
*
As at 15 August 2024.
Rachel Neaman
Chair of the Remuneration Committee
29 August 2024
Financial Statements
Corporate Governance
Strategic Report
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 40 to 43. The Chief
Financial Officer and the Group Financial Director attend the
meetings. The Committee also invites relevant specialists
and the 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 2024
In 2024, the Committee’s core work programme focused on
risk management (including the Group’s internal control
framework and insurance arrangements) 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. The Committee also reviewed management’s
forecasts of cash flows and liquidity as part of the Group’s
engagement with its lenders over financing requirements in
the first half of the year. There were six meetings held in the
year from 1 April 2023 to 31 March 2024.
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 36 to 39 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 the
following:
a)
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
b)
The clarity of disclosures and compliance with financial
reporting standards and relevant financial and
governance requirements
c)
Discussing the critical accounting policies and use of
assumptions and estimates, as noted on pages 87 to
94 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 risks
to the Group
The Committee is able to, and did 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 and other accounting
judgements are set out below and further explained on
pages 92 to 94 under the section critical accounting
judgements and key sources of estimation uncertainty.
Significant accounting judgements
•
Revenue recognition
The Committee from time to time discusses revenue
recognition policies within the Group and whether they
are aligned to IFRS 15. This includes assessing any new
significant contracts.
•
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 outlining the
impairment model and the assumptions used.
AUDIT, RISK AND AIM RULES COMPLIANCE COMMITTEE
REPORT
Annual Report & Accounts 2024 63
•
Carrying value of investments
The judgement largely relates to the assumptions
underlying the value of investments held by the Group
and parent company. The Committee received reports
from management indicating their assessment of the
carrying value and 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 Committee were also informed of the
appointment of a new lead audit partner in respect of the
2024 audit. There was prompt engagement with the new
audit partner following the appointment.
Christopher Sweetland
Chair of the Audit, Risk and AIM Rules and Compliance
Committee
29 August 2024
AUDIT, RISK AND AIM RULES COMPLIANCE COMMITTEE
REPORT continued
64 tpximpact.com
Financial Statements
Corporate Governance
Strategic Report
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 ended 31 March 2024.
Principal activities
The principal activity of the Group is the provision of digital
transformation services to clients within the Public, Private and
Third sectors.
Further information can be found in the Strategic Report on
pages 2 to 32.
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 Certification, which was subsequently achieved in
January 2024. 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 65 to 66 is
included in the Directors’ Report by way of reference.
Dividends
No Dividend has been declared for the year ended 31 March
2024 (FY23: 0.3 pence per share).
Strategic review
The information satisfying the strategic review requirements
is set out in this report on pages 2 to 32.
Going concern
TPXimpact business activities, together with the factors likely to
affect its future development, performance and position are set
out on pages 2 to 32. The financial performance of the business,
its revenues and profitability are described on pages 69 to 127.
Details of the key risks and uncertainties that might impact the
business, together with mitigating factors are presented on
pages 36 to 39.
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 40 to 43.
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 56 to 62.
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 (2023: £nil).
Energy and carbon reporting
We are committed to reducing any negative impact we have
on the planet and have invested in expertise and technology
to identify our greenhouse gas emissions and reduce our
impact on the planet.
This is the fifth 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 22 to
32), and our dedicated Sustainability Report which can be
viewed on our website.
Metric
FY24
FY23
Annual global GHG
emissions from activities
for which the company is
responsible, including
combustion of fuel and
operation of any facility,
and the annual emissions
from the purchase of
electricity, heat, steam or
cooling by the company
for its own use.
Scope 1: 2.77 tCO2e
Scope 1: 2.37 tCO2e
Scope 2 market-
based: 0 tCO2e
Scope 2 market-
based: 2.31 tCO2e
Scope 2: location-
based: 22.48 tCO2e
Scope 2: location-
based: 14.47 tCO2e
Scope 3:
1,266.8 tCO2e
Scope 3:
1,250.1 tCO2e
Underlying global energy
use
Total scope 1 gas
consumption used
within the
organisation:
54,437 MJ.
Total scope 1 gas
consumption used
within the
organisation:
47,055 MJ.
Total scope 2
electricity
consumption used
within the
organisation (which
is from 100%
renewable sources):
390,816 MJ.
Total scope 2
electricity
consumption used
within the
organisation:
251,639 MJ.
Annual Report & Accounts 2024 65
Metric
FY24
FY23
Employee engagement
Details on the engagement with our people can be found in
our Creating Value: People section, please see page 14.
Engagement with suppliers, partners and
customers
Details on the engagement with our suppliers and partners
can be found in section 172(2) on pages 19 to 21 and details
regarding customers can be found in our case study section
on pages 14 to 16.
Anti-corruption
There were no known incidents of corruption in the year.
Share capital
As at 31 March 2024, TPXimpact had 92,159,555 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.
As at 31 March 2024, the Employee Benefit Trusts of the
Group (EBT’s) owned 1,065,079 ordinary shares.
Details of the number of share options held under the
employee share schemes are shown in note 5.5 to the
financial statements.
Shares to be issued
As at 31 March 2024, the Company had no outstanding
obligations to issue shares.
Financial risk management and
objectives
Details of financial risk management and objectives are
contained in pages 36 to 39.
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 26 September
2024 - at 10:00 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 30 August 2024.
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
29 August 2024
At least one emissions
intensity ratio
Revenue carbon
intensity: 15.33
tCO2e/£1m
Revenue carbon
intensity: 18.18
tCO2e/£1m
Scope 1 & location
based Scope 2: 0.30
tCO2e/£1m
Scope 1 & location
based Scope 2: 0.24
tCO2e/£1m
FTE carbon intensity:
2.45 tCO2e/FTE
FTE carbon intensity:
2.76 tCO2e/FTE
Scope 1, 2 and owned
3 emissions: 6.26
tCO2e/£1m
Scope 1, 2 and owned
3 emissions: 7.25
tCO2e/£1m
Scope 1, 2 and 3
emissions: 15.33
tCO2e/£1m
Scope 1, 2 and 3
emissions: 18.18
tCO2e /£1m
Details of methodology
used
Emissions are calculated in line with The
Greenhouse Gas Protocol: A Corporate
Accounting and Reporting Standard,
developed by the World Resources Institute
(WRI) and the World Business Council for
Sustainable Development.
Further information is available in the basis
of reporting document can be viewed upon
request.
Narrative on energy
efficiency measures
Our endeavours to use energy efficiently
and to minimise GHG emissions and reduce
our impact on the planet include:
•
Moving away from offices requiring gas
•
Working with landlords to move to
renewable electricity tariffs
•
Reducing energy consumption in offices
through the delivery of our energy
management plans
•
Improving data around our supply chain
to ensure that it is as lean and green as
possible
•
Ensuring that our policies are promoting a
reduction in energy consumption
DIRECTORS' REPORT continued
66 tpximpact.com
Financial Statements
Corporate Governance
Strategic Report
The Directors are responsible for preparing the Group
Strategic Report, the Directors' Report and the financial
statements in accordance with applicable law and regulation.
Under that law the Directors have elected to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards (IFRSs) and the Company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 “Reduced
Disclosure Framework”, and applicable law).
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and
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. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
STATEMENT ON DIRECTORS' RESPONSIBILITY
Annual Report & Accounts 2024 67
[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
68 tpximpact.com
FINANCIAL
STATEMENTS
Annual Report & Accounts 2024 69
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 2024 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 Statement
of Cash Flows, and the notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted
international accounting standards. The financial reporting framework that has been applied in the preparation of the parent
company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
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 2024 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 United Kingdom Generally
Accepted Accounting Practice; 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 21 reporting components, we subjected 9 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 98% of group revenue, 96% of group loss before tax, and 87% 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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TPXIMPACT HOLDINGS PLC
70 tpximpact.com
Strategic Report
Strategic Report
Corporate Governance
Financial Statements
Annual Report & Accounts 2024 71
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.
How the matter was addressed in the
Key audit matter Description of risk audit
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.
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.
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
year-end to determine if revenue is
recognised in the correct period.
• Performed completeness testing to
determine that all attributable revenue
per timesheets has been recognised in
the year.
• Performed testing on post year end
credit notes to determine whether an
adjustment was required to year end
revenue.
• We assessed the adequacy of
disclosures in the financial statements
over this area in notes 2(d) and 2(n).
Revenue – Group
(See note 3)
How the matter was addressed in the
Key audit matter Description of risk audit
Carrying value of goodwill –
Group (See Notes 2(c), 2(n)
and 9)
The Group has a significant carrying value
of goodwill arising on the acquisition of
businesses in prior years.
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 revenue growth
rates, EBITDA and discount rate, used by
management in determining the valuation.
We reviewed management’s assessment of
impairment of goodwill. We challenged
assumptions and assertions made by
management in their assessment and
considered whether the value in use (VIU) of
the CGU to which goodwill has been
allocated indicated that an impairment
charge was required.
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 through the procedures
performed below.
• Reviewed and challenged management’s
forecasts of future results which
underpin how the VIU of the CGU to
which goodwill has been allocated is
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.
• Considered the market capitalisation
value of the group as at 31 March 2024.
• Reviewed management’s sensitivity
analysis and additionally performed our
own 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(c), 2(n) and
Note 9.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TPXIMPACT HOLDINGS PLC continued
72 tpximpact.com
Strategic Report
Strategic Report
Corporate Governance
Financial Statements
Annual Report & Accounts 2024 73
How the matter was addressed in the
Key audit matter Description of risk audit
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 notes 2(n)1, 2(n)2, 9, 10, and 11 of the financial statements regarding Key sources
of estimation uncertainty, carrying value of goodwill and other intangible assets, and investments in subsidiaries.
The carrying value of goodwill and other intangible assets in respect of the Digital Experience CGU of £6,212,000 and
investments in subsidiaries of £6,212,000 related to the Digital Experience CGU are dependent on future sales growth and
improvement in EBITDA margins which may not be achieved. The underlying assumptions 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 the inherent uncertainty of these assumptions,
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 respect of this matter.
Carrying value of
investments in subsidiaries
– Company (See Notes 2(f),
2(n) and 11)
The Company has significant balances
relating to investments in subsidiaries.
The carrying value of the investments in
subsidiaries is also underpinned by the
future operations and financial
performance of the subsidiaries.
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 resulted in the
requirement for carrying out detailed
impairment tests.
• 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 2024.
• Reviewed management’s sensitivity
analysis and additionally performed our
own 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(f), 2(n) and
Note 11.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TPXIMPACT HOLDINGS PLC continued
74 tpximpact.com
Our application of materiality
The materiality for the group financial statements as a whole (“group FS materiality”) was set at £1,685,000. 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 parent company in assessing the group’s performance. Group FS materiality represents 2%
of the group’s revenue as presented on the face of the Consolidated Income Statement.
The materiality for the parent company financial statements as a whole (“parent FS materiality”) was set at £1,095,250. 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 1% 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 £1,095,250, 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 £821,438, being 75% of parent FS materiality. It
was set at 75% 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 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.
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;
•
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 twelve 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 twelve 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
Strategic Report
Strategic Report
Corporate Governance
Financial Statements
Annual Report & Accounts 2024 75
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 directors’ responsibilities statement set out on page 67, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
TPXIMPACT HOLDINGS PLC continued
76 tpximpact.com
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 UK-adopted international accounting standards in respect of the preparation and
presentation of the financial statements;
•
British 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
overstatement of investments, intangible asset values and goodwill. 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 revenue, carrying value of goodwill and carrying value of investments in subsidiaries as explained in the Key
Audit Matters section; and
•
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.
Carl Deane
Senior Statutory Auditor, for and on behalf of
CLA Evelyn Partners Limited
Statutory Auditor
Chartered Accountants
Portwall Place
Portwall Lane
Bristol
BS1 6NA
29 August 2024
Restated*
2024 2023
Note £’000 £’000
Continuing operations
Revenue 3 84,269 69,672
Cost of sales (63,090) (50,816)
Gross profit 21,179 18,856
Administrative expenses (44,384) (38,377)
Other income 404 492
Operating loss 4 (22,801) (19,029)
Finance costs 4 (2,046) (1,084)
Loss before taxation (24,847) (20,113)
Taxation 6 2,664 1,494
Loss for the year from continuing operations 27 (22,183) (18,619)
Discontinued operations
Profit after tax from discontinued operations 27 1,811 1,061
Loss for the year 27 (20,372) (17,558)
Other comprehensive income for the year:
Exchange differences on translation of foreign operations (22) 20
Exchange adjustments recycled to the income statement on disposal of
discontinued operations 94 –
Total comprehensive loss for the year (20,300) (17,538)
Earnings per share from continuing and discontinued operations 7
Basic (p) (22.5p) (19.5p)
Fully diluted (p) (22.5p) (19.5p)
Earnings per share from continuing operations
Basic (p) (24.5p) (20.6p)
Fully diluted (p) (24.5p) (20.6p)
*
2023 was restated due to discontinued activities and the results of those activities has been disclosed separately for the current and prior year
consolidated income statement.
The accompanying accounting policies and notes on pages 87 to 94 are an integral part of these Consolidated Financial
Statements.
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2024
Annual Report & Accounts 2024 77
Strategic Report
Strategic Report
Corporate Governance
Financial Statements
2024 2023
Note £’000 £’000
Non-current assets
Goodwill 9 40,167 59,486
Other intangible assets 10 14,173 23,458
Property, plant and equipment 12 220 473
Right of use assets 13 1,546 1,438
Other investments 11 2,188 2,188
Deferred tax assets 22 613 159
Total non-current assets 58,907 87,202
Current assets
Trade and other receivables 14 11,449 17,812
Contract assets 18 3,214 2,999
Corporate tax asset 437 335
Cash and cash equivalents 15 8,934 6,772
Total current assets 24,034 27,918
Total assets 82,941 115,120
Current liabilities
Trade and other payables 16 (7,762) (8,943)
Other taxes and social security costs 19 (4,250) (4,073)
Deferred and contingent consideration 20 – (225)
Lease liabilities 13 (714) (564)
Contract liabilities 18 (1,784) (3,608)
Total current liabilities (14,510) (17,413)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 March 2024
78 tpximpact.com
2024 2023
Note £’000 £’000
Non-current liabilities
Deferred tax liabilities 22 (3,537) (5,796)
Borrowings 17 (16,050) (24,317)
Lease liabilities 13 (1,009) (909)
Total non-current liabilities (20,596) (31,022)
Total liabilities (35,106) (48,435)
Net assets 47,835 66,685
Equity
Share capital 21 922 919
Own shares 21 (955) (983)
Share premium 21 6,538 6,538
Merger reserve 21 50,449 73,474
Capital redemption reserve 21 15 15
Foreign exchange reserve 21 – (72)
Retained earnings 21 (9,134) (13,206)
Total equity 47,835 66,685
These financial statements were approved and authorised for issue by the Board of Directors on 29 August 2024. Signed on
behalf of the Board of Directors by
Björn Conway Steve Winters
Director Director
The accompanying accounting policies and notes on pages 87 to 94 form an integral part of these financial statements.
Strategic Report
Strategic Report
Corporate Governance
Financial Statements
Annual Report & Accounts 2024 79
Capital Foreign
Share Share Merger redemption Own exchange Retained
capital premium reserve reserve shares reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2023 919 6,538 73,474 15 (983) (72) (13,206) 66,685
Loss for the year – – – – – – (20,372) (20,372)
Transfer to retained earnings – – (23,254) – – – 23,254 –
Exchange differences on translation
of foreign operations – – – – – (22) – (22)
Exchange adjustments recycled to the
income statement on disposal of
discontinued operations – – – – – 94 – 94
Transactions with owners
Shares issued 3 – 229 – – – – 232
Own shares transferred from EBT – – – – 28 – (28) –
Share-based payments – – – – – – 1,218 1,218
Equity at 31 March 2024 922 6,538 50,449 15 (955) – (9,134) 47,835
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 was reclassified to form part of retained earnings.
The accompanying accounting policies and notes on pages 87 to 94 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2024
80 tpximpact.com
2024* 2023*
Note £’000 £’000
Cash flows from operating activities:
Loss before taxation from total operations (23,014) (18,971)
Adjustments for:
Depreciation 12, 13 931 706
Amortisation of intangible assets 10 7,681 6,347
Impairment of intangible assets 10 1,673 1,770
Impairment of goodwill 9 14,492 9,995
Impairment of goodwill and intangibles assets on classification as held for sale 1,848 –
Share-based payments 1,390 65
Foreign exchange losses/(gains) 38 (1)
Finance costs 2,057 1,105
Loss from fair value movement of contingent consideration 20 7 188
Loss on disposal of property, plant and equipment 16 6
Gain on sale of discontinued operations 27 (3,580) (1,606)
Working capital adjustments:
Decrease in trade and other receivables 4,111 1,271
Decrease in trade and other payables (346) (1,141)
Net cash generated from/(used in) operations 7,304 (266)
Tax received/(paid) 236 (1,522)
Net operating cash flows 7,540 (1,788)
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2024
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2024 2023
Note £’000 £’000
Cash flows from investing activities:
Net cash paid on acquisition of subsidiaries – (1,969)
Disposal of subsidiaries** 27 6,071 (127)
Purchase of property, plant and equipment 12 (37) (340)
Additions to intangibles 10 (170) (244)
Proceeds from sale of property, plant and equipment 12 –
Net cash generated from/(used in) investing activities 5,876 (2,680)
Cash flows from financing activities:
New borrowings 26 – 6,300
Repayment of borrowings 26 (8,300) –
Purchase of own shares – (548)
Payment of lease liabilities (718) (445)
Interest paid (2,211) (1,146)
Dividends paid – (815)
Net cash (used in)/generated from financing activities (11,229) 3,346
Net increase/(decrease) in cash and cash equivalents 2,187 (1,122)
Cash and cash equivalents at beginning of the year 6,772 7,948
Effect of exchange rate fluctuations on cash held (25) (54)
Cash and cash equivalents at end of the year 15 8,934 6,772
Comprising:
Cash at bank and in hand 8,882 6,717
Cash held by trust 15 52 55
Cash and cash equivalents at end of the year 8,934 6,772
*
The cash flows of discontinued operations are immaterial to the Consolidated Statement of Cash flows so have not been presented separately for
the current or previous financial year.
**
In the year ended 31 March 2024, disposals of subsidiaries comprises cash consideration received of £7.5 million less cash disposed of £1.4 million.
The accompanying accounting policies and notes on pages 87 to 94 are an integral part of these Consolidated Financial
Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS continued
for the year ended 31 March 2024
82 tpximpact.com
2024 2023
Note £’000 £’000
Non-current assets
Investments 11 82,592 104,185
Deferred tax assets – 118
Property, plant and equipment – 2
Total non-current assets 82,592 104,305
Current assets
Trade and other receivables 14 564 1,105
Amounts owed by Group undertakings 9,104 11,057
Cash and cash equivalents 15 8,586 3,318
Total current assets 18,254 15,480
Total assets 100,846 119,785
Current liabilities
Trade and other payables 16 (1,004) (1,621)
Other taxes and social security costs 19 (3,242) (45)
Deferred and contingent consideration 20 – (225)
Amounts owed to Group undertakings (28,826) (16,686)
Total current liabilities (33,072) (18,577)
Non-current liabilities
Borrowings 17 (16,050) (24,317)
Deferred tax liabilities (17) –
Total non-current liabilities (16,067) (24,317)
Total liabilities (49,139) (42,894)
Net assets 51,707 76,891
COMPANY STATEMENT OF FINANCIAL POSITION
at 31 March 2024
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2024 2023
Note £’000 £’000
Equity
Share capital 21 922 919
Own shares 21 (955) (347)
Share premium 21 6,538 6,538
Merger reserve 21 32,514 59,746
Capital redemption reserve 21 15 15
Retained earnings 12,673 10,020
Total equity 51,707 76,891
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 2024 was £(26.0)m (2023: £(28.1)m).
The financial statements were approved by the Board of Directors on 29 August 2024 and were signed on its behalf by:
Björn Conway Steve Winters
Director Director
The accompanying accounting policies and notes on pages 87 to 94 form an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION continued
at 31 March 2024
84 tpximpact.com
Capital
Share Share Merger Own redemption Retained
capital premium reserve shares reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2023 919 6,538 59,746 (347) 15 10,020 76,891
Loss and total comprehensive
loss for the year – – – – – (25,987) (25,987)
Transfer to retained earnings – – (27,461) – – 27,461 –
Shares issued 3 – 229 – – – 232
Shares-based payments – – – – – 1,218 1,218
Own shares transferred from EBT – – – 11 – (11) –
Reclassification of EBT* – – – (619) – (28) (647)
Equity at 31 March 2024 922 6,538 32,514 (955) 15 12,673 51,707
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
*
During the year, the EBT was consolidated in the Company's balance sheet resulting in a reclassification between other debtors and own
shares/retaining earnings within equity.
**
In the year ended 31 March 2023, the share option reserve was reclassified to form part of retained earnings.
The accompanying accounting policies and notes on pages 87 to 94 form an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2024
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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:
•
Manifesto Digital Limited (formerly TPXimpact Experience Limited) (Registered number 07885631)
•
Foundry 4 Consulting Limited (Registered number 10686321)
•
TPXimpact Global Group Limited (formerly Questers Global Group Limited) (Registered number 08116392)
•
Deeson Group Holdings Limited (Registered number 11418077)
•
Deeson Group Limited (Registered number 01073356)
•
TPXimpact Limited (Registered number 06472420)
•
Ameo Professional Services Limited (Registered number 09786677)
•
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 UK-adopted international accounting standards, 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 Group 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.
The Company meets the definition of a qualifying entity under FRS 100 issued by the Financial Reporting Council. Accordingly,
in the year ended 31 March 2024 the Company has changed its accounting framework to FRS 101 as issued by the Financial
Reporting Council. This transition is not considered to have had a material effect on the financial statements. As permitted by
FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
share-based payments, financial instruments, capital management, presentation of a cash-flow statement and certain related
party transactions.
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 is consolidated in the group and parent 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.
In June 2023, management and HSBC 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. The Group satisfied these revised covenants
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
86 tpximpact.com
throughout the period from inception to the year end 31 March 2024. In June 2024, management and HSBC agreed to ease the
covenants one quarter ahead of schedule. The covenants now comprise two measures to be assessed at each quarter end: (i)
Net debt (excluding lease liabilities) to rolling twelve month Adjusted EBITDA of 2.5x or less; and (ii) rolling twelve month
Adjusted EBITDA to net finance costs of at least 3.0x for the periods ending 30 September and 31 December 2024 and 3.5x for
the year ending 31 March 2025 and thereafter.
After performing all the above assessments and through modelling scenarios, management are confident in the Group and
Company's ability to meet the lending covenant tests and in the event of a potential breach, believe a waiver would be granted
by the lenders.
New IFRS accounting standards adopted in the year
Developments adopted by the Group in 2024 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 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements – Disclosure of Accounting Policies
•
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting
Estimates
•
Amendments to IAS 12 Income Taxes – Deferred Tax Related to Assets and Liabilities arising from a Single Transactions
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 2024 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 IFRS 16 Leases – Lease Liability in a Sale and Leaseback
•
Amendments to IAS 1 Presentaton of Financial Statements – Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants
•
Amendments to IAS 7 Statement of Cash flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance
Arrangements
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
2024. 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.
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
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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 subsidiaries Questers Resourcing Limited and Questers Bulgaria EOOD (“Questers”) on 18
September 2023 and also disposed of its equity interests in TPXimpact Norway AS on 13 October 2023. In prior year, the Group
disposed of its subsidiary Greenshoot Labs Limited (‘GSL’) on 24 May 2022. The operations of Questers, TPXimpact Norway
and GSL are 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.
There were 5 segments in the current year for continuing operations compared to 7 in the prior year, reflecting the disposal of
both Questers and TPXimpact Norway. Where numbers for each segment have been disclosed for the current year, the prior
year comparatives have been restated to reflect the continuing operations.
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
•
RedCortex
•
Keep IT Simple (KITS)
With effect from 1 April 2024, the Consulting, Data & Insights and RedCortex operating segments were combined into a new
operating segment, Digital Transformation. The Digital Experience segment was also re-branded as manifesto effective from
the same date.
The Group will therefore have three operating segments in the year ending 31 March 2025: Digital Transformation, manifesto
and Keep IT Simple.
c)
Goodwill and impairment
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.
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.
88 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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.
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 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.
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)
Other intangible assets
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 2024:
•
Brand amortised over 2 – 5 years;
•
Customer lists amortised over 3 – 6 years; and
•
Software over 2 – 5 years.
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.
f)
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.
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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.
g)
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.
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.
h)
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 between the Company and its subsidiaries 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.
90 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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 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.
i)
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).
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.
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.
j)
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.
k)
Presentation of results
In some instances, Alternative Performance Measures (APMs) such as adjusted EBITDA (refer to Financial Review on pages 6 to
9) 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.
l)
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 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
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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.
m)
Other investments
The Group has elected to designate certain equity investments as fair value through other comprehensive income.
n)
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 number of contracts within the business which may require 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
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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.
There were 5 CGUs in the year for continuing operations compared to 7 in the prior year, reflecting the disposal of both
Questers and TPXimpact Norway. Management’s view is that the 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.
The cash generating units in the year were as follows:
•
Consulting – including Foundry4, Human Plus, Arthurly, TPXimpact, Ameo, and Difrent
•
Digital Experience (DX) – including manifesto (formerly TPXimpact Experience), Deeson and Nudge
•
Data & Insights – including TPXimpact Data (formerly Peak Indicators), TPXimpact Scotland (formerly Swirrl IT)
•
RedCortex
•
Keep IT Simple
Where numbers for each CGU have been disclosed for the current year, prior year comparatives have been restated to reflect
the continuing operations.
With effect from 1 April 2024, the Consulting, Data & Insights and RedCortex business units were combined into a new business
unit, Digital Transformation. The Digital Experience business unit was also re-branded as manifesto effective from the same
date.
The Group will therefore have three CGUs in the year ending 31 March 2025: Digital Transformation, manifesto and Keep IT
Simple.
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 intangible assets such as customer lists, brands, client databases and
software. Details of intangible assets identified on acquisitions are in note 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.
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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.
o)
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 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 5
reportable segments (7 in the previous financial year including Questers and TPXimpact Norway, which were discontinued in
the year). Comparatives have been restated to present continuing operations.
•
Consulting
•
Digital experience
•
Data and Insights
•
KITS
•
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 directly attributable to business combinations, restructuring and transformation costs,
impairments of goodwill and intangible assets, 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 £21.2m (2023: £4.8m) which arose from the Group’s
largest customer and represents approximately 25% of the Group’s total revenue.
Segment Restated*
2024 2023
£’000 £’000
Consulting 60,552 34,915
Digital Experience 11,577 13,935
Data and Insights 7,811 7,772
KITS 8,034 10,887
RedCortex 4,404 7,038
Intersegment eliminations (8,109) (4,875)
Total revenue 84,269 69,672
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
ii)
Revenue by geography
Restated*
2024 2023
£’000 £’000
UK 83,612 67,424
Switzerland 494 1,523
Germany – 137
United States – 247
Malaysia 67 98
Other 96 243
Total revenue 84,269 69,672
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
3.1.2 Adjusted EBITDA by segment
Restated*
2024 2023
£’000 £’000
Consulting 9,577 4,178
Digital Experience 1,335 1,484
Data and Insights 1,908 1,695
KITS 1,872 2,413
RedCortex (1,906) 797
Central services (8,157) (8,263)
Total adjusted EBITDA 4,629 2,304
Finance costs (2,046) (1,084)
Depreciation and amortisation (8,446) (6,526)
Restructuring and transformation costs (1,387) (2,541)
Costs directly attributable to business combinations – (229)
Loss from fair value movement of contingent consideration (7) (188)
Goodwill and intangible asset impairment (16,165) (11,765)
Share-based payments** (1,425) (84)
Loss before tax from continuing operations (24,847) (20,113)
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
**
Includes social security costs.
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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 Other &
Year ended Consulting Experience Insights KITS RedCortex Eliminations* Total
31 March 2024 £’000 £’000 £’000 £’000 £’000 £’000 £’000
External revenue 60,134 10,869 4,245 5,840 3,181 – 84,269
Inter-segment revenue 418 708 3,566 2,194 1,223 (8,109) –
Total revenue 60,552 11,577 7,811 8,034 4,404 (8,109) 84,269
Recognised over time 60,552 11,577 7,811 8,034 4,404 (8,109) 84,269
Total revenue 60,552 11,577 7,811 8,034 4,404 (8,109) 84,269
Digital Data and Other & Restated**
Year ended Consulting Experience Insights KITS RedCortex Eliminations* Total
31 March 2023 £’000 £’000 £’000 £’000 £’000 £’000 £’000
External revenue 33,539 13,513 6,932 9,202 6,486 – 69,672
Inter-segment revenue 1,376 422 840 1,685 552 (4,875) –
Total revenue 34,915 13,935 7,772 10,887 7,038 (4,875) 69,672
Recognised at a point in time – – 186 – – – 186
Recognised over time 34,915 13,935 7,586 10,887 7,038 (4,875) 69,486
Total revenue 34,915 13,935 7,772 10,887 7,038 (4,875) 69,672
*
Inter-segment revenues are eliminated on consolidation and reflected in the adjustments and eliminations column.
**
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
3.3
Non-current assets by geography
2024 2023
£’000 £’000
United Kingdom 58,294 81,257
Norway – 1,861
Bulgaria – 3,925
Total non-current assets* 58,294 87,043
*
Non-current assets excluding deferred tax.
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4.
Operating loss
Restated
2024 2023*
£’000 £’000
Operating loss is stated after charging/(crediting):
Depreciation of property, plant & equipment 191 214
Depreciation of right-of-use assets 598 157
Amortisation of intangible assets 7,657 6,155
Impairment of intangible assets (note 10) 1,673 1,770
Impairment of goodwill (note 9) 14,492 9,995
Employee costs 40,273 32,935
Costs directly attributable to business combinations – 229
Restructuring and transformation costs** 1,387 2,541
Loss on disposal of fixed assets 16 6
Loss from fair value movement of contingent consideration (note 20) 7 188
Share-based payments (note 5.5) 1,254 84
Short-term leases (note 13) 518 713
Net foreign exchange losses/(gains) 38 (1)
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
**
Restructuring and transformation costs incurred in both current and prior year relate to rationalisation of the Group's property portfolio, systems
transformation initiatives, and restructuring of personnel and aggregation of activities to a divisional structure.
4.1
Auditors remuneration
2024 2023
£’000 £’000
Fees payable to the Company’s auditors and its associates for the audit of parent
company and consolidated financial statements 320 346
Fees payable to Company’s auditors and its associates for the audit of Company’s
subsidiaries – 23
Fees payable to Company’s auditors and its associates for other services:
Audit-related assurance services 12 9
Totals 332 378
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4.2
Finance costs
Restated
2024 2023*
£’000 £’000
Interest payable on bank loan and overdrafts 1,916 1,058
Interest and finance charges paid/payable for lease liabilities and financial liabilities
not at fair value through profit or loss 130 26
Finance costs 2,046 1,084
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been re-presented
to reflect continuing operations.
5.
Employee costs
5.1
Directors and employees
The average number of staff employed by the Group during the financial year is 662 (2023: 735) for total operations.
5.2
Employee remuneration
Employee remuneration for total operations is as follows:
2024 2023
£’000 £’000
Wages and salaries 38,706 38,572
Pension contributions 1,525 1,514
Share-based payments 1,218 65
Social security costs 4,472 4,054
Other benefits 328 216
Total 46,249 44,421
Directors’ remuneration is disclosed in the Remuneration Committee Report on pages 56 to 62 of this Annual Report.
5.3
Key management personnel headcount
2024 2023
Number of key management personnel for the Group 11 12
The Group’s key management personnel comprises the Board as well as the Group’s Senior Leadership Team.
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5.4
Key management emoluments
The total emoluments for the Group’s management key personnel for the year:
2024 2023
£’000 £’000
Wages and salaries 1,717 1,326
Pension contributions 54 51
Share-based payments 556 88
Social security costs 235 169
Other payments – 490
Other benefits 21 10
Total 2,583 2,134
Further details of compensation for the Board are disclosed in the Remuneration Committee Report on pages 56 to 62.
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)
Under the Share Incentive Plan all eligible UK 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.
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.
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There are two performance criteria, TSR growth and ESG targets each constituting 85% and 15% respectively of the vesting
value, and each measured over a three-year period:
(i)
TSR against the FTSE AIM All Share Index. 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)
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
EPS growth targets were removed in the year ending 31 March 2024. These represented 35% in prior year and have now been
combined with TSR growth, increasing from 50% to 85%.
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 approaches are as follows:
Binomial Monte Carlo
model Model
Number of outstanding options as at 31 March 2024 1,116,877 1,651,036
The total share-based payments expense included in the Consolidated Income Statement is:
Restated
2024 2023*
£’000 £’000
Share-based payments to employees 1,254 84
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
The total share-based payments expense relating to Directors of the Company is £498k (2023: £40k).
The total share-based payments expense relating to key management personnel of the Group is £556k (2023: £88k).
The Group deferred tax asset as at 31 March 2024 in respect of share options which have been issued to date was £277k
(2023: £nil).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Movements on options granted (ordinary shares)
Outstanding Outstanding Exercisable
1 April 31 March 31 March
2023 Granted Forfeited Exercised 2024 2024
EMI 1,133,020 – (193,166) – 939,854 939,854
CSOP 422,137 – (18,880) – 403,257 195,325
Unapproved scheme 833,772 – (301,470) – 532,302 524,779
SIP 304,275 358,150 (68,598) (40,353) 553,474 7,092
LTIP 4,177,902 – (455,657) – 3,722,245 –
Executive LTIP 1,050,000 – – – 1,050,00 –
Other 649,680 984,113 (257,734) (75,000) 1,301,059 –
Weighted average exercise price (p)
Outstanding Outstanding Exercisable
1 April 31 March 31 March
2023 Granted Forfeited Exercised 2024 2024
EMI 74 – (74) – 74 74
CSOP 82 – (82) – 83 82
Unapproved scheme 74 – (74) – 75 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 92 months.
6.
Taxation
Restated
2024 2023*
Current tax £’000 £’000
UK corporation tax for the period at 25% (2023: 19%) – (3)
Adjustments in respect of prior period provisions (34) (93)
Total current tax (34) (96)
Deferred tax
Current year 2,451 1,571
Adjustments in respect of prior periods 247 19
Total deferred tax 2,698 1,590
Total tax credit/(charge) 2,664 1,494
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
During 2024 a deferred tax credit of £2,262k (2023: £1,468k) was attributable to deferred tax on intangible assets acquired as
part of business combinations. For further deferred tax information – see note 22.
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The relationship between expected tax credit based on the effective tax rate of the Group of 11% (2023: 7%) and the tax credit
recognised in the Consolidated Income Statement can be reconciled as follows:
Restated
2024 2023*
£’000 £’000
Loss for the year before tax from continuing operations: (24,847) (20,113)
Tax rate 25% 19%
Expected tax credit 6,212 3,821
Principal differences due to:
Expenses not deductible for tax purposes (96) (11)
Impairment charges (4,000) (2,175)
Non taxable income 135 111
Losses carried back – (130)
Other timing differences leading to increase/decrease (137) 73
Adjustments in respect of prior period provisions (34) (137)
Adjustments in respect of prior period deferred tax 247 19
Deferred tax assets on losses not recognised – (105)
Other deferred tax movements 265 28
Other adjustments 72 –
2,664 1,494
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
7.
Earnings per share
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 where
the terms and conditions could affect the measurement of basic and diluted earnings per share during the year ended 31
March 2024.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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.
2024 2023
Number of Number of
shares shares
000 000
Weighted average number of shares in issue, basic 92,107 90,613
Contingent consideration where all conditions are met – 284
Less: Shares held by the Employee Benefit Trust (weighted average) (499) (530)
Less: Shares held by the SIP (weighted average) (1,240) (182)
Weighted average number of shares for calculating basic earnings per share 90,368 90,185
Weighted average number of dilutive shares 3,142 3,839
Weighted average number of shares for calculating diluted earnings per share 93,510 94,024
Restated
2024 2023*
£’000 £’000
Loss after tax from continuing operations (22,183) (18,619)
Profit after tax from discontinued operations 1,811 1,061
Loss after tax from total operations (20,372) (17,558)
Adjusted profit after tax from continuing operations** 1,919 875
Earnings per share is calculated as follows:
Restated
2024 2023*
Basic earnings per share from continuing operations (24.5p) (20.6p)
Basic earnings per share from discontinued operations 2.0p 1.1p
Basic earnings per share from total operations (22.5p) (19.5p)
Adjusted basic earnings per share from continuing operations 2.1p 1.0p
Restated
2024 2023*
Diluted earnings per share from continuing operations*** (24.5p) (20.6p)
Diluted earnings per share from discontinued operations*** 2.0p 1.1p
Diluted earnings per share from total operations*** (22.5p) (19.5p)
Adjusted diluted earnings per share from continuing operations 2.1p 0.9p
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
**
Adjusted profit after tax on continuing operations is defined in note 28.
*** 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 in both
current and prior years.
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8.
Business combinations
During the prior year the Company completed the acquisitions of TPXimpact Data Limited (“TPXD”) and TPXimpact Scotland
Limited (“TPXS”). A further £10k of cash consideration was paid during the year ended 31 March 2024 for the acquisition of
TPXS. There were no other acquisitions during the year.
9.
Goodwill and impairment
Accumulated Carrying
Cost impairment amount
£’000 £’000 £’000
At 1 April 2022 66,157 – 66,157
On acquisition 3,324 – 3,324
Impairment charge for the year – (9,995) (9,995)
At 31 March 2023 69,481 (9,995) 59,486
On acquisition/additions 10 – 10
Impairment on classification as held for sale – (1,845) (1,845)
Impairment charge for the year – (14,492) (14,492)
Disposals (4,837) 1,845 (2,992)
At 31 March 2024 64,654 (24,487) 40,167
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
0% to 24%. A long-term growth rate of 3% was used to extrapolate cash flows beyond the budget period.
Intangible
Goodwill Assets
Carrying value Carrying value Revenue Pre-tax
31 March 31 March growth discount
2024 2024 (5 year CAGR) rate
CGU £’000 £’000 % %
Consulting 31,046 2,100 13% 15%
Digital Experience 5,906 204 4% 15%
Data and Insights 3,215 1,852 9% 15%
KITS – 10,017 12% 15%
RedCortex – – 8% 15%
104 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Based on the impairment review carried out at the end of 31 March 2024, management believes that the present value of
projected cash flows from the CGUs exceeds the carrying value of the goodwill and acquired intangible assets except for
RedCortex and Digital Experience where a £10.4m and £4.1m respectively impairment of goodwill has been recorded.
Furthermore, a £1.5m impairment of acquired intangible assets has been recorded in RedCortex.
Sensitivity analysis:
Management concluded that the key factor for sensitivity analysis is the revenue growth rate from FY25 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 as at 31 March 2024.
For all CGUs, with the exception of Digital Experience, 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 Digital Experience, although any reduction in revenue across the projection period would suggest further
impairment 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. If the efficiencies did not
materialise then further impairment may be required.
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, with the exception of Digital Experience, 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 six years from the date of acquisition.
Customer
Brand list Database Software Total
Intangible assets £’000 £’000 £’000 £’000 £’000
Cost
At 1 April 2022 2,967 34,487 50 653 38,157
Acquired on acquisition – 2,649 – 189 2,838
Additions – – – 244 244
At 31 March 2023 2,967 37,136 50 1,086 41,239
Additions – – – 170 170
Disposals (328) (764) – – (1,092)
At 31 March 2024 2,639 36,372 50 1,256 40,317
Amortisation and impairment
At 1 April 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
At 31 March 2023 2,427 14,537 42 775 17,781
Charge for the year 230 7,265 8 178 7,681
Disposals (298) (696) – – (994)
Impairment on classification as held for sale – 3 – – 3
Impairment 124 1,335 – 214 1,673
At 31 March 2024 2,483 22,444 50 1,167 26,144
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Annual Report & Accounts 2024 105
Customer
Brand list Database Software Total
Intangible assets £’000 £’000 £’000 £’000 £’000
Net book value
At 31 March 2024 156 13,928 – 89 14,173
At 31 March 2023 540 22,599 8 311 23,458
At 1 April 2022 1,612 26,277 18 586 28,493
See note 9 goodwill and impairment for details on the valuation methodology applied and considerations around intangible
assets impairment.
11.
Investments
Group and
Company Company
Subsidiary Other
undertakings investments Total
£’000 £’000 £’000
Cost
At 1 April 2022 118,369 – 118,369
Additions 9,579 2,188 11,767
Disposals (249) – (249)
At 31 March 2023 127,699 2,188 129,887
Additions 5,731 – 5,731
Disposals (2,829) – (2,829)
At 31 March 2024 130,601 2,188 132,789
Accumulated impairment
At 1 April 2022 610 – 610
Impairment 25,092 – 25,092
At 31 March 2023 25,702 – 25,702
Disposal (610) – (610)
Impairment 25,105 – 25,105
At 31 March 2024 50,197 – 50,197
Net book value
At 31 March 2024 80,404 2,188 82,592
At March 2023 101,997 2,188 104,185
At 1 April 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.
106 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
The Company annually tests the carrying value of investments for impairment. The 2024 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 (2023: £25.1m) was recognised in the year ended 31 March 2024. Further details of the
assumptions used in the review are provided in note 9.
The Group disposed of its subsidiaries Questers Resourcing Limited and Questers Bulgaria EOOD (“Questers”) on
18 September 2023 for cash consideration of £7.5m. The Group disposed of its equity interests in TPXimpact Norway AS on 13
October 2023 to companies controlled by the managing partners of the business for a nominal consideration of £1.
Other investments comprise a 13.3% equity stake in OpenDialog AI Limited, a company registered in England & Wales, which is
carried at fair value through other comprehensive income. The equity stake reduced from 17.1% in prior year due to the
company undertaking a Series A capital raise during the year. Management have assessed fair value on the basis of financial
information from the company and other external data.
At 31 March 2024, the Company had the following subsidiaries:
Country of
Companies incorporation Registered address Principal activity Shareholding1
England & Wales
100%
England & Wales
Dormant 100%2
iDisrupted Limited England & Wales
Dormant 100%
England & Wales
Digital experience agency 100%
England & Wales
Dormant 100%
England & Wales
Holding company 100%
Arthurly Limited England & Wales
Dormant 100%
Difrent Limited England & Wales
Digital transformation consultancy 100%
Keep IT Simple Limited England & Wales
100%
England & Wales
Holding company 100%
Deeson Group Limited England & Wales
Digital experience agency 100%3
TPXimpact Limited England & Wales
Digital and service design consultancy 100%
Digital service consultancy,
software development, data
and automation
7 Savoy Court, London,
WC2R 0EX
Foundry4 Consulting Limited
7 Savoy Court, London,
WC2R 0EX
Human Plus Limited
7 Savoy Court, London,
WC2R 0EX
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Manifesto Digital Limited
(formerly TPXimpact
Experience Limited)
7 Savoy Court, London,
WC2R 0EX
TPXimpact Experience
Limited (formerly Manifesto
Digital Limited)
2nd Floor, The Hickman,
2 Whitechapel Road,
London, E1 1EW
TPXimpact Global Group
Limited (formerly Questers
Global Group Limited)
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
Delivers managed services with
expertise in service integration
& management
7 Savoy Court, London,
WC2R 0EX
7 Savoy Court, London,
WC2R 0EX
Deeson Group Holdings
Limited
7 Savoy Court, London,
WC2R 0EX
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
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Annual Report & Accounts 2024 107
Country of
Companies incorporation Registered address Principal activity Shareholding1
US-Creates Limited England & Wales
Dormant 100%4
England & Wales
100%
Nudge Digital Limited England & Wales
Digital experience agency 100%
RedCortex Limited England & Wales
100%
TPXimpact Data Limited England & Wales
100%
Peak Indicators Limited England & Wales
Dormant 100%
Futuregov. Limited England & Wales
Dormant 100%
England & Wales
Dormant 100%
Scotland
100%
Swirrl IT Limited Scotland
Dormant 100%
1
Shareholdings are all in ordinary shares
2
Foundry4 Consulting Limited owns 100% of Human Plus Limited
3
Deeson Group Holdings Limited owns 100% of Deeson Group Limited
4
TPXimpact Limited owns 100% of US Creates Limited
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Strategic and management
consultancy focusing on digital
transformation
2nd Floor, The Hickman,
2 Whitechapel Road,
London E1 1EW
Ameo Professional Services
Limited
7 Savoy Court,
London, WC2R 0EX
Cloud transformation,
architecture and programme
management
Brunel House, 2 Fitzalan
Road, Cardiff, CF24 0EB
Data science services and
analytics consultancy
7 Savoy Court,
London, WC2R 0EX
7 Savoy Court,
London, WC2R 0EX
7 Savoy Court,
London, WC2R 0EX
7 Savoy Court,
London, WC2R 0EX
The Panoply Holdings
Limited
Cloud-based open data
consultancy
Macfarlane Gray House,
Castlecraig Business Park,
Springbank Road,
Stirling, FK7 7WT
TPXimpact Scotland Limited
Macfarlane Gray House,
Castlecraig Business Park,
Springbank Road,
Stirling, FK7 7WT
108 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
12. Property, plant and equipment
Fixtures &
IT equipment Fittings Total
Group £’000 £’000 £’000
Cost of assets
At 1 April 2023 707 177 884
Additions 37 – 37
Disposals (150) (115) (265)
At 31 March 2024 594 62 656
Depreciation
At 1 April 2023 337 74 411
Charge for the year 191 8 199
Disposals (122) (52) (174)
At 31 March 2024 406 30 436
Net book value
At 31 March 2024 188 32 220
At 1 April 2023 370 103 473
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Corporate Governance
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Annual Report & Accounts 2024 109
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 1 April 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.
110 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Amounts recognised in the Statement of Financial Position
Right-of-use assets relate to property and electric vehicles 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:
2024 2023
Right-of-use assets £’000 £’000
Leased buildings 736 751
Electric vehicles 810 687
1,546 1,438
Lease liabilities
Current 714 564
Non-current 1,009 909
1,723 1,473
The maturity profile of the Group’s lease liabilities is as follows:
£’000 £’000
Within one year 815 601
In more than one year but less than two years 758 580
In more than two years but less than three years 283 296
In more than three years 29 82
1,885 1,559
Effect of discounting (162) (86)
Lease liability 1,723 1,473
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Corporate Governance
Financial Statements
Annual Report & Accounts 2024 111
Leased Electric
buildings vehicles Total
Right-of-use assets £’000 £’000 £’000
Cost
At 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
Additions 1,012 549 1,561
Disposals (1,820) (132) (1,952)
At 31 March 2024 1,012 1,249 2,261
Depreciation
At 1 April 2022 1,610 39 1,649
Charge for the year 321 157 478
Disposals (862) (51) (913)
At 31 March 2023 1,069 145 1,214
Charge for the year 410 322 732
Disposals (1,203) (28) (1,231)
At 31 March 2024 276 439 715
Net book value
At 31 March 2024 736 810 1,546
At 31 March 2023 751 687 1,438
At 1 April 2022 1,072 221 1,293
The income statement shows the following amounts relating to leases:
Restated
2024 2023*
£’000 £’000
Interest on lease liabilities 130 26
Expenses related to short term leases 518 713
Expenses relating to leases of low-value assets, excluding short term leases of low-value assets 10 13
658 752
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
112 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
14. Trade and other receivables
2024 2023
Group £'000 £’000
Trade receivables 9,895 16,333
Prepayments 1,054 828
Other receivables 500 651
Trade and other receivables 11,449 17,812
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 43 days (2023: 71 days).
Trade receivables are non-interest bearing and generally have a 30 day payment term. The age of trade receivables before
impairment is as follows:
2024 2023
£’000 £’000
Not yet due 8,075 14,352
Past due 1-30 days 1,444 1,597
Past due 31–60 days 161 326
Past due 61–90 days 17 41
Past due 91–120 days 140 16
Past due 121+ days 67 158
Trade receivables before impairment 9,904 16,490
Provision for bad debt (9) (157)
Trade receivables as at 31 March 9,895 16,333
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.
2024 2023
Company £’000 £’000
Prepayments 312 316
Other receivables 252 789
Trade and other receivables 564 1,105
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Corporate Governance
Financial Statements
Annual Report & Accounts 2024 113
15. Cash and cash equivalents
2024 2023
Group £’000 £’000
Cash at bank and in hand 8,882 6,717
Cash held by trust 52 55
Total cash and cash equivalents 8,934 6,772
Cash balances are held with a small number of counterparties, with high credit ratings. No borrowings were taken out during the
year. This is discussed further in note 17.
2024 2023
Company £’000 £’000
Cash at bank and in hand 8,586 3,318
Total cash and cash equivalents 8,586 3,318
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.
16. Trade and other payables
2024 2023
Group £’000 £’000
Trade payables 4,892 4,468
Accruals and other payables 2,870 4,475
Trade and other payables 7,762 8,943
2024 2023
Company £’000 £’000
Trade payables 318 622
Accruals and other payables 686 999
Trade and other payables 1,004 1,621
114 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
17.
Borrowings
At 31 March 2024, the Group had a revolving credit facility with HSBC of £30m with a £15m accordion of which £16.2m had been
drawn down following repayments during the year of £8.3m.
In June 2023, management and HSBC 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. The Group satisfied these revised covenants
throughout the period from inception to the year end 31 March 2024. In June 2024, management and HSBC agreed to ease the
covenants one quarter ahead of schedule. The covenants now comprise two measures to be assessed at each quarter end: (i)
Net debt (excluding lease liabilities) to rolling twelve month Adjusted EBITDA of 2.5x or less; and (ii) rolling twelve month
Adjusted EBITDA to net finance costs of at least 3.0x for the periods ending 30 September and 31 December 2024 and 3.5x for
the year ending 31 March 2025 and thereafter.
In June 2024, a further £4.0m was repaid and the Group and HSBC also agreed to extend the maturity of the revolving credit
facility by one year to July 2026 while reducing the amount of the facility from £30m to £25m.
2024 2023
Group and Company secured £’000 £’000
Bank loans 16,050 24,317
Total borrowings 16,050 24,317
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.
2024 2023
Group £’000 £’000
Contract assets 3,214 2,999
Loss allowance – –
Total contract assets 3,214 2,999
Contract liabilities 1,784 3,608
Total contract liabilities 1,784 3,608
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:
2024 2023
Group £’000 £’000
Revenue recognised that was included in the contract liability taken over on acquisition – 409
Revenue recognised that was included in the contract liability balance
at the beginning of the period 3,300 4,536
Revenue recognised from performance obligations satisfied in previous periods – –
Unsatisfied long-term contracts
The majority of customer contracts for the Group as at 31 March 2024 are 12 months or less. Long term contracts with
unsatisfied performance obligations as at 31 March 2024 are £nil (2023: £nil).
Strategic Report
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Corporate Governance
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Annual Report & Accounts 2024 115
19. Other taxes and social security costs
Group
2024 2023
Current liability £’000 £’000
VAT 3,196 3,242
Other taxes and social security costs 1,054 831
Total 4,250 4,073
Company
2024 2023
Current liability £’000 £’000
VAT 3,209 –
Other taxes and social security costs 33 45
Total 3,242 45
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.
2024 2023
Group & Company £’000 £’000
Opening fair value at 1 April 225 3,371
Settlement of deferred consideration (shares) (232) (3,334)
Movement in fair value of contingent consideration 7 188
Fair value at 31 March – 225
Total – 225
Deferred and contingent consideration as at 31 March:
Deferred and contingent consideration due more than one year – 225
As at 31 March – 225
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 £7k in the year (2023: £188k) resulted from the unwinding of
the discount.
116 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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. Amounts
transferred from the merger reserve to retained earnings during the year relate to realised profits as a result of
impairments and disposals.
•
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.
•
Own shares: the value of shares held by the Employee Benefit Trust and the Employee Share Incentive Plan.
Share capital allotted, called up and fully paid 2024 2023
Ordinary shares of £0.01 each
At 31 March 92,159,555 91,876,019
Number of
shares Par value
Shares issued and fully paid 000 £’000
At 1 April 2022 87,387 874
Acquisition of subsidiaries 1,828 18
Settlement of contingent consideration 2,560 26
Shares issued to SIP scheme 101 1
At 31 March 2023 91,876 919
Settlement of contingent consideration 284 3
At 31 March 2024 92,160 922
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 99 to 101. 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 1,065k 1,135k
Market value of shares at 31 March 2024 £389k £414k
Strategic Report
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Corporate Governance
Financial Statements
Annual Report & Accounts 2024 117
22.
Deferred tax
Deferred tax liability
2024 2023
Group £’000 £’000
At 1 April 5,796 6,696
Deferred tax arising from acquisition of subsidiaries – 685
Movement in income statement for the year (2,244) (1,545)
Disposals (11) –
Other movements (4) (40)
At 31 March 3,537 5,796
In prior year, the Government announced an increase in corporation tax rate to 25% which became effective 1 April 2023.
Deferred tax asset
2024 2023
Unused tax losses and share based payments £’000 £’000
At 1 April 159 47
Movement in income statement for the year 454 112
At 31 March 613 159
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed in this note. All other transactions and balances with related parties are detailed below.
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 56 to 62. Total dividends paid to directors during the year was £nil (2023:
£13k).
Director’s loan to Neal Gandhi £nil (2023: £40k)
£9k of the loan from Questers Resourcing Limited (a subsidiary of the Company until 18 September 2023) was settled in cash
during the year. The remainder was written off to the income statement.
Consulting services from Oliver Rigby £8k (2023: £12k)
Oliver Rigby (former CFO and Executive Director) provided consulting services to the Company in the first half of the financial
year. These services ceased with effect from August 2023.
TPXimpact Norway disposal
On 13 October 2023, The Group disposed of its equity interests in TPXimpact Norway AS to companies controlled by the
managing partners of the business for a nominal consideration of £1. This disposal was considered a related party transaction
and the directors consider, having consulted with its nominated adviser, that the terms of the transaction were fair and
reasonable insofar as its shareholders are concerned.
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
118 tpximpact.com
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
•
Trade and other payables
•
Contract assets
•
Deferred and contingent consideration
•
Lease liabilities
•
Borrowings
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
2024 2023
Financial assets at amortised cost* £’000 £’000
Trade receivables 9,895 16,333
Other receivables 1,554 651
Contract assets 3,214 2,999
Cash and cash equivalents 8,934 6,772
At 31 March 23,597 26,755
*
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’:
2024 2023
£’000 £’000
Loans to related parties – 40
At 31 March – 40
2024 2023
Financial liabilities at amortised cost less than one year £’000 £’000
Trade payables 4,892 4,468
Other payables 905 2,278
Accruals 1,965 2,197
Lease liabilities 714 564
At 31 March 8,476 9,507
2024 2023
Financial liabilities at amortised cost greater than one year £’000 £’000
Borrowings 16,050 24,317
Lease liabilities 1,009 909
At 31 March 17,059 25,226
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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 assets and liabilities that are measured at fair value at 31 March 2024:
2024 2023
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
£’000 £’000 £’000 £’000 £’000 £’000
Contingent consideration – – – – – 225
Other investments – – 2,188 – – 2,188
Deferred and
Other contingent
investments consideration
Reconciliation for level 3 is shown below: £’000 £’000
At 1 April 2022 – 3,371
Additions 2,188 –
Settlements – (3,334)
Fair value movement of deferred contingent consideration (reflected in Consolidated
Income Statement) – 188
At 31 March 2023 2,188 225
Settlements – (232)
Fair value movement of deferred contingent consideration (reflected in Consolidated
Income Statement) – 7
At 31 March 2024 2,188 –
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 36 to 39.
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 through
available bank facilities. The following table shows the contractual maturities of financial liabilities measured at amortised cost:
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Contractual maturities of financial liabilities at 31 March 2024:
Group
Less than 1 to 2 to Effect of
1 year 2 years 5 years discounting Total
£’000 £’000 £’000 £’000 £’000
Trade and other payables (note 16) 7,762 – – – 7,762
Borrowings (note 17) 991 936 16,283 (2,160) 16,050
Lease Liabilities (note 13) 815 758 312 (162) 1,723
9,568 1,694 16,595 (2,322) 25,535
Contractual maturities of financial liabilities at 31 March 2023:
Group
Less than 1 to 2 to Effect of
1 year 2 years 5 years discounting Total
£’000 £’000 £’000 £’000 £’000
Trade and other payables (note 16) 8,943 – – – 8,943
Borrowings (note 17) 1,625 1,625 24,723 (3,656) 24,317
Lease Liabilities (note 13) 601 580 378 (86) 1,473
11,169 2,205 25,101 (3,742) 34,733
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 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 80.
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 majority of the
Group’s trade receivables are due from Central Government clients where the risk of default is considered low. 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 2024. The bad debt provision as at 31 March 2024 was assessed to be £9k (2023: £157k). This
impairment has been determined by reference to known issues.
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Write-offs are made when the irrecoverable amount becomes certain. There was no bad debt written off during the year. 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 2024 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.
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 those foreign currency amounts 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 £3k (2023:
£105k). The risk has reduced at 31 March 2024 following the disposal of Questers and TPXimpact Norway during the year.
The maximum exposure to foreign currency risk for the Group trade receivables, trade payables and cash at the reporting date
was £nil (2023: £446k), £10k (2023: £173k) and £42k (2023: £880k) respectively.
25.5 Interest rate risk
At 31 March 2024, the Group has drawn down £16.2m on its RCF facility denominated in GBP. As at 31 March 2024, the facility has
a floating rate basis (SONIA) for a period of 3 years up to July 2025. Post year-end the Group and HSBC agreed to extend the
maturity of the RCF by one year to July 2026. 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 £162k (2023: £245k).
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)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
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
Lease Cash and cash
Borrowings liabilities Sub-total equivalents Total
Group £’000 £’000 £’000 £’000 £’000
Net (debt)/cash at 1 April 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)
Cash flows 8,300 718 9,018 (3,909) 5,109
Disposal of subsidiary – – – 6,071 6,071
New leases – (968) (968) – (968)
Other (33) – (33) – (33)
Net (debt)/cash at 31 March 2024 (16,050) (1,723) (17,773) 8,934 (8,839)
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 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)
Cash flows 8,300 (12,543) (4,243) 5,268 1,025
Other (33) – (33) – (33)
Net (debt)/cash at 31 March 2024 (16,050) (19,722) (35,772) 8,586 (27,186)
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27. Discontinued operations
On 18 September 2023 the Group completed the sale of Questers Resourcing Limited and Questers Bulgaria EOOD, “Questers”,
for cash consideration of £7.5m.
On 13 October 2023, The Group disposed of its equity interests in TPXimpact Norway AS to companies controlled by the
managing partners of the business for a nominal consideration of £1. This disposal was considered a related party transaction
and the directors consider, having consulted with its nominated adviser, that the terms of the transaction were fair and
reasonable insofar as its shareholders are concerned.
In the prior year, the Group disposed of its wholly owned subsidiary Greenshoot Labs Limited, “GSL”, to OpenDialog AI Limited
(ODAL) 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. GSL is reported in the prior year as a
discontinued operation in the consolidated income statement. The GSL disposal generated a gain of £1.6m included in the
profit after tax on discontinued operations in the year ended 31 March 2023.
Financial information relating to the discontinued operations for the Group is set out below.
Restated
2024 2023*
£’000 £’000
Revenue 7,171 14,035
Cost of sales (6,102) (12,017)
Gross profit 1,069 2,018
Administrative expenses (2,852) (2,488)
Gain on sale of discontinued operations 3,580 1,606
Other income 47 27
Operating profit 1,844 1,163
Finance costs (11) (21)
Profit before tax 1,833 1,142
Taxation (22) (81)
Profit for the year 1,811 1,061
*
Prior year figures have been re-presented to include Questers and TPXimpact Norway as discontinued operations.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
The gain on sale of discontinued operations is calculated as follows:
TPXimpact
Norway Questers 2024 2023
£’000 £’000 £’000 £’000
Goodwill – 2,992 2,992 –
Other intangible assets (net of deferred tax) – 87 87 591
Right of use assets – 617 617 –
Property, plant and equipment 4 61 65 7
Trade and other receivables 559 1,594 2,153 11
Cash and cash equivalents 165 1,264 1,429 127
Contract assets 3 – 3 19
Trade and other payables (620) (1,594) (2,214) (95)
Other taxes and social security costs (96) (406) (502) (19)
Contract liabilities (6) (646) (652) (97)
Lease liabilities – (629) (629) –
Total net assets disposed of 9 3,340 3,349 544
Consideration received in cash and cash equivalents – 7,500 7,500 –
Consideration received in shares – – – 2,188
Transaction costs* (48) (429) (477) (38)
Total consideration received (48) 7,071 7,023 2,150
Exchange adjustments recycled to the income statement (67) (27) (94) –
(Loss)/gain on disposal (124) 3,704 3,580 1,606
*
Transaction costs include adviser fees of £265k (2023: £38k)
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Income statement reconciliation:
Discontinued
Continuing Discontinued Continuing Discontinued operations
operations operations Total operations operations 2023 re- Total
2024 2024 2024 2023 2023* presented** 2023
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 84,269 7,171 91,440 69,672 27 14,008 83,707
Cost of sales (63,090) (6,102) (69,192) (50,816) (58) (11,959) (62,833)
Gross profit/(loss) 21,179 1,069 22,248 18,856 (31) 2,049 20,874
Administrative expenses (44,384) (2,852) (47,236) (38,377) (76) (2,412) (40,865)
Gain on sale of discontinued
operations – 3,580 3,580 – 1,606 – 1,606
Other income 404 47 451 492 – 27 519
Operating (loss)/profit (22,801) 1,844 (20,957) (19,029) 1,499 (336) (17,866)
Finance costs (2,046) (11) (2,057) (1,084) - (21) (1,105)
(Loss)/profit before tax (24,847) 1,833 (23,014) (20,113) 1,499 (357) (18,971)
Taxation 2,664 (22) 2,642 1,494 (54) (27) 1,413
(Loss)/profit for the year (22,183) 1,811 (20,372) (18,619) 1,445 (384) (17,558)
*
In the year ended 31 March 2023 discontinued operations represents Greenshoots Lab Limited (‘GSL’), a subsidiary of the Group which was disposed
of in May 2022.
**
Prior year figures have been re-presented to include Questers and TPXimpact Norway as discontinued operations.
28. Alternative performance measures
Our consolidated financial statements are prepared in accordance with UK-adopted international accounting standards. 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. In the year ended 31 March 2024, there were no differences in the like-for-like and reported comparisons due to there
being no acquisitions in either period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
Annual Report & Accounts 2024 127
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Financial Statements
Reconciliation of operating loss to adjusted EBITDA:
Restated
2024 2023*
£’000 £’000
Operating loss (22,801) (19,029)
Amortisation of intangible assets 7,657 6,155
Depreciation 789 371
Loss from fair value movement of contingent consideration 7 188
Impairment of intangible assets 1,673 1,770
Impairment of goodwill 14,492 9,995
Share based payments** 1,425 84
Costs directly attributable to business combinations – 229
Restructuring and transformation costs 1,387 2,541
Adjusted EBITDA 4,629 2,304
Reconciliation of loss before tax to adjusted profit after tax:
Restated
2024 2023*
£’000 £’000
Loss before tax on continuing operations (24,847) (20,113)
Amortisation of intangible assets 7,657 6,155
Loss from fair value movement of contingent consideration 7 188
Impairment of intangible assets 1,673 1,770
Impairment of goodwill 14,492 9,995
Share based payments** 1,425 84
Costs directly attributable to business combinations – 229
Restructuring and transformation costs 1,387 2,541
Adjusted profit before tax on continuing operations 1,794 849
Tax (excluding impact of amortisation of intangible assets and share based payments) 125 26
Adjusted profit after tax on continuing operations 1,919 875
*
As described in the accounting policies, Questers and TPXimpact Norway were disposed during 2024. Prior year comparatives have been
re-presented to reflect continuing operations.
**
Includes social security costs.
Net debt (excluding lease liabilities)
Net debt (excluding lease liabilities) at a period end consists of cash and cash equivalents and borrowings due after one year.
29. Post balance sheet events
At 31 March 2024, the Group had a revolving credit facility with HSBC of £30m with a £15m accordion of which £16.2m had been
drawn down.
In June 2024, the Company and its bankers agreed to ease the Group’s lending covenants one quarter ahead of schedule. The
covenants now comprise two measures to be assessed at each quarter end: (i) Net debt (excluding lease liabilities) to rolling
twelve month Adjusted EBITDA of 2.5x or less; and (ii) rolling twelve month Adjusted EBITDA to net finance costs of at least 3.0x
for the periods ending 30 September and 31 December 2024 and 3.5x for the year ending 31 March 2025 and thereafter.
In June 2024, a further £4.0m was repaid and the Group and HSBC also agreed to extend the maturity of the revolving credit
facility by one year to July 2026 while reducing the amount of the facility from £30m to £25m.
128 tpximpact.com
DIRECTORS, SECRETARY AND ADVISERS
Directors
Mark Smith
Non-Executive Chairman
Chris Sweetland
Non-Executive Director
Isabel Kelly
Non-Executive Director
Rachel Neaman
Non-Executive Senior Independent 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
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
Portwall Place, Portwall Lane,
Bristol, BS1 6NA
Bankers
HSBC UK Bank plc
4th Floor,
3 Temple Quay, Bristol BS1 6DZ
Registrars
Neville Registrars
Neville House,
Steelpark Road,
Halesowen B62 8HD
Financial statements and other information included in annual reports may differ from legislation in other jurisdictions.
Sterling Financial Print
177016
TPXimpact Holdings PLC, 7 Savoy Court,
London WC2R 0EX
LinkedIn: tpximpact
Email: hello@tpximpact.com