Annual Report and Accounts 2023/2024 TRIAD GROUP PLC GROSS PROFIT AS A PERCENTAGE OF REVENUE 31 MARCH 2024: 2023: 20.1% 23.6% GROSS PROFIT 31 MARCH 2024: 2023: £2.8m £3.5m Financial Highlights: REVENUE FOR THE YEAR ENDED 31 March 2024: CASH RESERVES 31 MARCH 2024: 2023: 2023: £14.0m £2.1m £14.9m £4.8m (LOSS)/PROFIT BEFORE TAX 31 MARCH 2024: 2023: £(1.3m) £0.0m LOSS AFTER TAX 31 MARCH 2024: 2023: (£1.0m) (£0.0m) Triad Group Plc | Annual Report for the year ended 31 March 2024 Table of contents 02 Strategic report 16 Directors’ report 19 Corporate governance report 24 Directors’ remuneration report 34 Independent auditor’s report 42 Statements of comprehensive income and expense 43 Statements of changes in equity 44 Statements of financial position 45 Statements of cash flows 46 Notes to the financial statements 65 Five year record 66 Shareholders’ information and financial calendar 67 Corporate information 2 | Triad Group Plc | Annual Report and Accounts 2024 Financial highlights Year ended 31 March 2024 Year ended 31 March 2023 Difference Revenue £14.0m £14.9m -£0.9m Gross Profit £2.8m £3.5m -£0.7m Gross Profit % 20.1% 23.6% -3.5% (Loss)/Profit before tax (£1.3m) £0.0m -£1.3m Loss after tax (£1.0m) (£0.0m) -£1.0m Cash reserves £2.1m £4.8m -£2.7m Basic loss per share (6.10p) (0.27p) -5.83p Final dividend – proposed 4p 4p – Chairman’s statement Dr John Rigg Financial headlines For the year ended 31 March 2024 the Group reports revenue of £14.0m (2023: £14.9m). The gross profit as a percentage of revenue has reduced to 20.1% (2023: 23.6%) primarily as a result of reduced levels of consultant utilisation, particularly in the first half of the year (unaudited interim accounts). The loss before tax was £1.3m (2023: profit £0.0m) and the loss after tax was £1.0m (2023: £0.0m). Cash reserves have reduced to £2.1m (2023: £4.8m). The losses made in the first half of the year reflected the decision to retain a large bench of off-charge consultants along side a renewed focus upon work winning activities and the need for rapid reaction capabilities. New business wins in the second half generated a much improved revenue performance utilising in part the previously benched employees and, critically for future financial periods, a large increase in the number of fee earning consultants which reached 116 by the close of the year (2023: 94). The majority of these new consultants were fee earning immediately. Triad’s business model dictates that cash balances will predictably follow both the profit or loss and, as appropriate, dividend distribution to shareholders. In the year, there were no bad debts (2023: nil) and the Group expects that cash balances will grow as profitability recovers. Overview of results As predicted, we absorbed almost all the costs of recruitment and set up associated with our major new business wins in the fourth quarter of last year and, as a result, are reporting a break-even result after tax for the second half of that year. Outlook In my Trading Statement dated 7th March 2024, I indicated that we should expect “a flying start for our new financial year beginning in April”. I can now confirm that our progress since the year end has shown that my words have turned out to be a very substantial understatement. A transformation of our results is now being achieved in the current financial year. We are continuing to recruit at pace and of the highest quality. Our cash flow is very strong, and we are bidding for major further lines of business. Our orderbook is also extremely healthy and we are already aiming up to two years ahead in our efforts to win new major contracts. Further detail follows in the Managing Director’s statement below. Strategic report Strategic report I believe that the recent excellent performance in the share price is further proof that our status as a quoted company (Main Market, Premium Segment) is of great value to the Company, combined with the fact that we continue to be an SME and have substantial headroom for further expansion within the SME category. Dividend Recognising the strength of our business development performance this year and the Company’s confidence in the long-term future, the Board proposes a final dividend of 4p per share (2023: 4p per share), which together with the interim dividend already paid of 2p (2023: 2p per share), totals 6p per share for the financial year (2023: 6p per share). We will review the dividend for the current year (ending 31 March 2025) in the light of the half year results. Employees On behalf of the Board of Directors, I would like to thank all of the staff for their commitment and contribution during another very important year. John Rigg Executive Chairman 25 June 2024 Triad Group Plc | Annual Report and Accounts 2024 | 3 4 | Triad Group Plc | Annual Report and Accounts 2024 Strategic report Heat Market Mechanism, the management of 20+ significant projects across MOJ, and the scoping of a future platform at Met Office for observations data that will be managed by their new supercomputer. A significant dimension of our work has been the development of governance frameworks for the management of data and the use of AI, including at clients such as OPSS, DESNZ and FCDO. The final quarter saw the mobilisation of these new contracts, including the recruitment of new consultants to satisfy demand. Overall, the consultant headcount increased by 26, with most of these arriving during the latter stage of the period. At year-end, the number of fee-earning consultants was 116, with further recruitment following in the new financial year. Whilst all recruitment was built around anticipated demand, there was inevitably a financial impact caused by the on-boarding and bedding-in of new hires. A source of significant pride to the Company is that these new hires were recruited by our in-house team, maintaining our tight grip on the candidate attraction and recruitment process whilst avoiding external agency fees. Pleasingly, the proportion of women employed increased to 30%, continuing an upward trend over the last four years. Staff engagement remained a crucial focus, particularly with the need to assimilate large numbers of new recruits. In addition to daily team meetings, all staff participate in fortnightly briefings with myself and whole company gatherings take place in London twice each year. A significant motivation for our staff is the opportunity to make a difference across our client portfolio. In all engagements we are helping the greater good, be that by making the streets safer, protecting consumers from harmful products, or by improving the environment. Another measure of staff engagement has been the participation of staff in the popular “Day in the life” series of blog articles, with nearly 30% of the organisation publishing their own stories online. A great source of motivation has been the Company’s commitment to the “Boycott your Bed” fundraising campaign, supporting the charity Action for Children. More than 10% of staff took part in this annual event, involving a sleep-out in London to raise funds and awareness for a great cause. At our December gathering, the Company was able to celebrate industry recognition from the prestigious BCS & Computing UK IT Industry Awards 2023. Our work with the HM Prison and Probation service won the award for digital transformation project of the year. The application of user research expertise at DfT led to the Company winning the UX project of the year. And, as the only company to pick up three awards, our own Lucy Harvey was recognised as “Rising star of the year”. These awards reflect not only the Managing Director’s statement Adrian Leer Business commentary To use the sporting cliché, this was certainly a game of two halves, with record sales wins in the second half laying superb foundations, albeit on the back of a difficult first half. The financial results reflect a depressed first half affected by several projects coming to an end, the running down of a major contract, and a corresponding shortage of new contract wins. This all led to higher than planned numbers of consultants on the bench. With a very lean business model, the utilisation level of our permanent consultants significantly impacts profitability. However, as reported in the Company’s interim update, we steadfastly maintained our headcount with the strong expectation of future work coming through. This stance was vindicated with the arrival of several new and significant contracts during the second half, setting the stage for future levels of performance not seen for over 20 years. Operational review The new contracts comprise repeat business with existing clients and the acquisition of new clients. At the Office of Product Safety & Standards (OPSS), the Company is acting as the digital delivery partner. At the Ministry of Justice (MOJ) we succeeded in winning the latest iteration of their programme and project management service, in partnership with Bramble Hub. The Company won another digital delivery partner contract with the Industrial Decarbonisation & Emissions Trading unit with the Department for Energy Security & Net Zero (DESNZ), plus a similar contract with the Foreign, Commonwealth & Development Office (FCDO). Another new client was the Met Office, where the Company was successful in winning the contract to provide business analysis and architecture as a managed service. Further wins during the second half included the digitalisation of the Sustainable Aviation Fuel initiative at Department for Transport (DfT), where we also secured a project to develop their Connectivity Planning Tool. Within law enforcement, the Company won a contract to support a secure national hosting platform, alongside engagements at Kent, Essex, Norfolk, and Suffolk police forces to help develop strategies around command and control systems. Combined, these contracts had an award value in excess of £25m and represented one of the most successful periods of contract wins in the Company’s history. Assignments included the development of a Dynamics- based enterprise management system at OPSS, the development of a GDS-approved digital service for the Clean Strategic report great work of our teams but also the quality of the working relationships with our clients, without whom these outcomes would not be possible. Outlook With the aforementioned contract wins, our client portfolio is significantly more diverse and less reliant on individual contracts. Our consultant headcount has already increased in the new financial year, and the current portfolio also draws upon a wide range of technical disciplines and expertise. This provides welcome resilience, as well as offering a broad spectrum of case studies and developments upon which further wins can be based. The strategy is to continue driving work within the existing portfolio as well as using the experience gained there to generate work across the wider UK public sector. Regardless of the general election outcome, we expect the digital workload in Government to be significant, with a focus on driving productivity and efficiency. The forthcoming Procurement Act should see ongoing support for the SME agenda, and the Company intends to continue enjoying its SME status whilst having room to expand its headcount as new contracts come on stream. Further to the Chairman’s statement, I would like to also thank all of the staff who have contributed so impressively to building a platform that should see the Company achieve new heights over the coming years. Adrian Leer Managing Director 25 June 2024 Triad Group Plc | Annual Report and Accounts 2024 | 5 6 | Triad Group Plc | Annual Report and Accounts 2024 Organisation overview Triad Group Plc is engaged in the provision of information technology consultants to deliver technology-enabled business change to organisations in the public sector, private sector, and not-for-profit sector. Business model The Group provides a range of consultancy services to clients to help them deliver a tangible return on their investment in technology. Our primary engagement model is to deliver these services via our permanent consultants, sometimes augmented by carefully selected associates. This is mainly on a time and materials basis. We rely upon our in-house resourcing team to provide both permanent and associate staff, ensuring that we maintain tight control of our supply chain and quality at all times. Our services span the delivery life cycle from high level consulting, early strategy, programme management, project delivery, software delivery, and support activities. The Group operates mainly in the United Kingdom. Our workforce is increasingly distributed across the UK too, and we have permanent office space in Godalming (registered office) and Milton Keynes. Principal objectives The principal objectives of the Group are to; • Provide clients with industry leading service in our core skills. • Achieve sustainable profitable growth across the business and increase long term shareholder value. The key elements of our strategy to achieve our objectives are; To provide a range of specialist services relevant to our clients’ business • Our services include consultancy, change leadership, project delivery, software development and business insights. Further capacity and expertise may be provided via our associate network. • We continue to adopt a “business first, technology second” approach to solving our clients’ problems. A cornerstone of our service offer is our consultancy model, offering advice and guidance to clients in terms of technology investments. To develop long term client relationships across a broad client base • Enduring client relationships fuel profitability. A hallmark of our trading history has been the frequency of repeat business, which itself has been a function of outstanding delivery and proactive business development within existing accounts. • Our consistent track record in this regard is our major asset when developing propositions for new clients, along with the use of case studies and references. • We have structured our service offering to enable clients to engage early, thus enabling the building of trust and confidence from the outset. To work with partners • Our strategy includes working with carefully chosen partners operating under their client frameworks in addition to the frameworks on which Triad is listed. This will expose more opportunities whilst reducing the cost of sale. To leverage group capability and efficiency to increase profitability • We continue to develop synergies across the Group’s activities both externally and internally, driving better outcomes for clients whilst improving efficiency and effectiveness. The management team sets objectives to ensure that these synergies are exploited. • We enable our clients to benefit from access to a full range of IT services, delivered through a single, easy to access, point of sale. • We will continue to provide the highest quality of service to our customers through our teams of skilled consultants and market experts. Principal risks and uncertainties The Group’s business involves risks and uncertainties, which the Board systematically manages through its planning and governance processes. The Board has conducted a robust assessment of the principal risks facing the Group, examining the Group’s operating environment, scanning for potential risks to the health and wellbeing of the organisation. The Directors factor into the business plan the likelihood and magnitude of risk in determining the achievability of the operational objectives. Where feasible, preventive and mitigating actions are developed for all principal risks. The Executive Directors review the risk register and track the status of these risk factors on an on-going basis, identifying any emerging risks as they appear. Regular meetings are held between the Executive Chairman and the Managing Director to ensure risks are identified and communicated. Strategic report Triad Group Plc | Annual Report and Accounts 2024 | 7 Strategic report The outputs of this management review form part of the Board’s governance process, reviewed at regular Board meetings. When emerging risks arise, these are reviewed by senior management on an immediate basis and communicated to the Board as appropriate. The principal risks identified are: IT services market The demand for IT services is affected by UK market conditions. This includes, for example, fluctuations in political and economic uncertainty, and the level of public sector spending. Negative impacts can reduce revenue growth and maintenance due to the loss of key clients, reduction in sales pipelines and reduction in current services. The creation of new services, acquisition of new clients and the development of new business relationships are important in protecting the Group from fluctuations in market conditions. Economy The political and economic uncertainty generated by Brexit still has the potential to negatively affect the Group’s marketplace due to an impact on Government spending plans and the cancellation or delay of IT projects. The strong relationships the Group enjoys with a large range of public sector clients within the UK mitigated this risk during the year. The 2024 general election may provide challenges to the business as a consequence of slow decision making or a change in budgets within Government spending plans. However, the Directors believe that the Group’s recent long-term public sector contract wins and strong relationships across the sector will mitigate this risk. In addition, the calling of the election in early July 2024 does further mitigate the risks associated with decision making processes through the remainder of the year. Due to the nature of the Group’s client base and activities in the UK, the continued conflict in Ukraine has not had a direct impact and is not considered to do so in the future. However, there may still be a secondary effect as a result of the impact on the wider economy. The Directors will continue to monitor this situation closely. Inflationary pressures and the challenging interest rate environment in the UK mainly affect the Group’s ability to attract and retain staff as wage inflation will continue to be a risk to the business. The Group’s response to this risk is outlined within the Availability of staff below. The growth in the consultant population in-line with contract wins results in an increasingly larger cost base that must be matched by revenue to both maintain and grow profitability. Uncertainty in the economy poses a risk to profitability. This risk is mitigated by constant review of new business pipelines and resource allocations by the Executive Director team and regular reporting to the Board. Revenue visibility The pipeline of contracted orders for time and materials consultancy work can be relatively short and this reduces visibility on long-term revenue generation. Political uncertainty, particularly in the public sector, can reduce visibility in securing new business. The Board carefully reviews forecasts to assess the level of risk arising from business that is forecast to be won and maintains very strong relationships with key client relationships. Availability of staff In an extremely difficult market for talent acquisition, the ability to access appropriately skilled resources, recruit and retain the best quality staff is key to ensuring the ability to deliver profitable growth and deliver IT services to our clients. During the year, the cost of living crisis resulted in general inflation increases across the wider economy. To mitigate these risks, the Group continues to recruit the best quality individuals and ensures a resilient network of associate resources is scaled appropriately to meet the demands of the business. The Group also reviews remuneration and benefits on an annual basis and adjusts these accordingly within market rates. In addition, the Group operates a Company-wide staff development programme to ensure continuous personal growth and consistent staff engagement. The on-boarding of new consultants is managed by a highly experienced and dedicated team of resourcing professionals, and this provides quality assurance processes to accelerate hiring and maintain very low attrition rates. To encourage retention, when appropriate and sufficient headroom exists to do so, selected staff are awarded share options and restricted stock units. Competition The Group operates in a highly competitive environment. The markets in which the Group operates are continually monitored to respond effectively to emerging opportunities and threats. The Group ensures a high quality of service to long-tenured clients, which includes continuous review of delivery against project plan and obtaining client feedback. This promotes longevity of client relationships and to a high degree mitigates the risk of competition. The risk associated with environmental, social and corporate governance (ESG) is considered to be low, although the group takes its responsibilities in this regard very strongly. Details of these responsibilities can be found on page 10. There are or may be other risks and uncertainties faced by the Group that the Directors currently deem immaterial, or of which they are unaware, that may have a material adverse impact on the Group. 8 | Triad Group Plc | Annual Report and Accounts 2024 The risk appetite of the Group is considered in light of the principal risks and their impact on the ability to meet its strategic objectives. The Board regularly reviews the risk appetite which is set to balance opportunities for business development and growth in areas of potentially higher risk, whilst maintaining reputation, regulatory compliance, and high levels of customer satisfaction. Section 172 statement Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of key stakeholders in the Group in their decision making. Engagement with the Group’s stakeholders is essential to successfully managing the business and the effectiveness of this engagement helps to understand the impact of key decisions on stakeholders. The Board has identified the key stakeholders as shareholders, clients, partners, employees and suppliers. • Shareholders: Shareholders are closely involved with the strategic direction and culture of the business. Dialogue is maintained with shareholders and issues of significance are communicated as necessary. In addition, a full shareholder briefing is presented at the Group’s annual general meeting of shareholders. The Board awarded an interim dividend of 2p per share (2023: 2p per share) to shareholders. This decision was made following a detailed review of future profitability and cash flow which as a result of significant contract wins in late December 2023, showed a material and continued improvement. The expected financial performance is such that the Board has proposed a final dividend of 4p per share for the year ended 31 March 2024 due to the recent trading performance and expected cash flows (2023: 4p per share). • Clients: Delivering a quality service is the key to the Group’s future success, and effective and successful delivery of services to our clients is the key focus of the Group. To increase effectiveness, a continuous review of consultant allocation, utilisation rates and delivery structures is made to enhance the efficiency of the Group’s service to clients. Key account delivery and management tools have also been reviewed and enhanced to promote efficiencies. The Group continues the strategy of building permanent consultant numbers to improve and broaden the skill sets and enhance delivery to clients, and utilises associates only on a limited basis where rare technical expertise is required. • Partners: Effective working relationships that enable future growth are important to the Group. The Group continue to cultivate strong relationships with our business partners which may include intermediaries and sub-vendor arrangements, with regular dialogue and updates to ensure that delivery to our shared clients is as effective as possible. During the financial year, the Group continued to explore delivery methods with partners that enable the acquisition of new business. • Employees: Motivated and satisfied employees are the lifeblood of our business and our people are key to our success. The Group strives to achieve the highest standards in its dealings with all employees. During the financial year, the Group continued to deliver a high level of communication with employees, including regular Group meetings chaired by the Managing Director. One-to-one meetings with employees and the Managing Director are also available on request and regularly take place. The Group continued to provide appropriate comprehensive induction and ongoing training tailored to individual needs. Extensive employee benefits are provided which are continually reviewed to enhance the wellbeing of all employees. Remuneration packages are reviewed on an annual basis to ensure retention of employees, as are flexible working environments and grading reviews. The Group operates the Triad Employee Share Incentive Plan, which facilitates awards of restricted stock units (RSUs) to employees from time to time within allowable limits. See page 63 for details. • Suppliers: Effective engagement with suppliers enables the Group to deliver a quality service to our clients. The Group maintains appropriate arm’s-length trading relationships with quality suppliers and is fully committed to fairness in its dealing with them, including embracing the principle of paying suppliers within agreed credit terms during the course of normal business. The Directors continue to ensure there is full regard to the long-term interests of both the Group and its key stakeholders including the impact of its activities on the community, the environment and the Group’s reputation. In doing this, the Directors continue to act fairly and in good faith taking into account what is most likely to promote the long-term success of the Group. • Relations with key stakeholders such as shareholders, employees, and suppliers are maintained by regular, open and honest communication in both verbal and written form. • The Directors are fully aware of their responsibilities to promote the success of the Group in accordance with section 172 of the Companies Act 2006. • The Directors continuously take into account the interests of its principal stakeholders and how they are engaged. This is achieved through information provided by management and also by ongoing direct engagement with the stakeholders themselves. Strategic report Triad Group Plc | Annual Report and Accounts 2024 | 9 Strategic report • The Board has ensured an appropriate business structure is in place to ensure open and effective engagement with the workforce via the Executive Directors and the senior management team. • The Board and the senior management team continue to work responsibly with all relevant stakeholders and has appropriate anti-corruption and anti-bribery, equal opportunities and whistleblowing procedures and policies in place. • As required, non-Executive Directors, professional advisors and the Company Secretary provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues. The Directors do not consider there to be any key decisions made in the year. Viability Statement In accordance with the Listing Rules the Directors have assessed the Company’s viability over the next three financial years. Given the Group’s business model and commercial and financial exposures the Directors consider that three years is an appropriate period for the assessment. The maximum period of visibility of commercial arrangements with clients is currently two years, however in considering the assessment period assumptions have been made beyond this immediate timeframe based upon the strategic direction of the business. As part of the long-term viability assessment the Directors have considered the principal risks. This assessment of viability has been made with reference to the Group’s current financial and operational positions. Revenue projections, cash flows, availability of required finance, commercial opportunities and threats, and the Group’s experience in managing adverse conditions in the past have been reviewed. The Group was founded in 1988 and has survived several recessions. An example of the robust performance of the business model was the successful navigation of the Covid-19 pandemic. Despite the overwhelming threat the pandemic presented, the Group was able to improve profitability and increased cash reserves without the requirement for external funding or needing to take advantage of Government support schemes. This success was due to the agility of the business model, client delivery techniques and the quality of our employees and hiring processes. Brexit has had no material negative impact upon the Group’s client base and trading results, and the Board do not expect this to change. The effects of IR35 legislation is minimal as the Group has continued to reduce associate fee earners in favour of higher margin permanent consultants. The risk in this area is not considered material. Despite material contract wins in late 2023, the Directors have approached the budget and forecasting cycle for the 2025 financial year with a conservative outlook, but are confident in the business model and the ability of both new business acquisition and highly skilled and long tenured consultants to improve upon these conservative expectations. The viability assessment considered the principal risks as set out on page 6. The Board modelled a number of realistic scenarios based upon conservative budgets and forecasts. This included modelling the most severe scenario possible which assumed that all current client contracts discontinued at expiry, with no extension or replacement and with no further cost mitigation. The group have extended at a high level these forecasts to 3 years for the purposes of considering viability. In all scenarios, it was found that there was sufficient headroom in cash flow to continue operating within current resources for the next 18 months, and without the requirement to utilise external funding or exercise cost mitigation programmes. The Group was therefore found to have sufficient financial strength to withstand considerable financial headwinds. The Board believes that the Group remains well placed to navigate effectively a prolonged period of uncertainty and to mitigate the risks presented by it. Based upon the results of this analysis, the Board has a reasonable expectation that the Group will be able to continue in operation and be able to meet its liabilities over the next 3-year viability period. In reaching this assessment, the Board has taken into account future trading, access to external funding and cash flow expectations. Performance assessment, financial review and outlook Financial and non-financial key performance indicators (KPIs) used by the Board to monitor progress are revenue, profit from operations, EBITDA, gross margin and headcount. Financial KPIs are discussed in more detail in the Financial review below. The outlook for the Group is discussed in the Chairman’s statement on page 2. The non-GAAP KPI’s that the Directors consider the users of the financial statements to be interested in are (Loss)/ Profit from operations and EBITDA. The Directors consider that the users of the financial statements are focused on profitable growth and dividend distribution and as such (Loss)/Profit from operations is a KPI. The Directors consider that EBITDA is a KPI as it indicates the results that will translate to cash balances. 10 | Triad Group Plc | Annual Report and Accounts 2024 Strategic report The KPIs are as follows; 2024 2023 Revenue £14,046,000 £14,858,000 (Loss)/Profit from operations (£1,278,000) £35,000 (Loss)/Earnings before interest, tax, depreciation and amortisation (EBITDA)¹ (£1,028,000) £308,000 Gross margin 20.1% 23.6% Average headcount 117 115 1EBITDA – Loss from operations of £1,278,000 (2023: profit £35,000) adding back the depreciation and amortisation charge in the year of £250,000 (2023: £273,000) Corporate social responsibility Our employees The Group is committed to equal opportunities and operates employment policies which are designed to attract, retain and motivate high quality staff, regardless of gender, age, race, religion or disability. The Group has a policy of supporting staff in long term career development. Culture and engagement The Group recognises the importance of having effective communication and consultation with, and of providing leadership to, all its employees. The Group promotes the involvement of its employees in understanding the aims and performance of the business. An assessment of culture, engagement and future contribution made to the business by employees is made at each Board meeting and is considered a key aspect of the meetings. The Board has been satisfied with policies and practices and they are aligned with the Group’s purpose and strategy and no corrective action is required. The Group strives to recruit and retain high quality employees at the cutting edge of technology. A key engagement factor is the continuous professional development of all staff and the Group is committed to providing increased training and development opportunities, to enhance both the expertise and engagement of our workforce, and improving the quality of our services to our clients. Diversity and inclusion Diversity and inclusion is a key component of working life in the Group. Employees are encouraged to take an active role in decision making and driving the business forward, including several platforms within the business to share good practice, successes and potential improvements. We continue to include diversity within our recruitment policies and make improvements as appropriate. The following table shows the average number of persons employed during the year, by gender, who were Directors, senior managers or employees of the Company. Male Female Total Directors 5 2 7 Senior managers 2 – 2 Employees 75 33 108 Total 82 35 117 At 31 March 2024 there were 7 Board members, of which 5 (2023: 6) were male and 2 (2023: 1) were female. Alison Lander was appointed as an independent non-Executive Director on 1 June 2023 and Senior non-Executive Director Alistair Fulton retired from the Board with effect on 31 July 2023. Charlotte Rigg was appointed to the senior position on the Board as Deputy Executive Chairman on 1 June 2023; we note that LR 9.8.6 1 ii) does not include this role but confirm that this is a senior role in the Company. No members of the Board were from a minority ethnic background. The Board continue to recruit the best possible talent regardless of ethnicity. Therefore, the Company has not yet met the targets set out in LR 9.8.6 (R). Although the Company has not met the targets, Board composition is reviewed regularly to ensure that there is a suitable range of skills and experience amongst the Directors. As part of a plan to consolidate and strengthen the Board during 2023, Alison Lander was appointed as an independent non-Executive Director and Charlotte Rigg was promoted to a more senior role. We will continue to keep the Board’s composition and in particular the diversity and blend of backgrounds, skills, and experience under review. Triad Group Plc | Annual Report and Accounts 2024 | 11 Strategic report Number of Board members Percentage of the Board Number of senior positions on the Board Number in the senior management team Percentage of senior management Men 5 71% 4 2 86% Women 2 29% 1 – 14% White British or other White 7 100% 5 2 100% The following table shows the gender identity and ethnic background of the board and senior management team during the year. The appointment of Alison Lander to the Board on 1 June 2023 has increased the female representation on the Board to 29% (2023: 14%) which is approximately in line with the average Group female representation of 30% (2023: 28%). The Board consists of mainly long Triad Group tenured Directors, and with respect to both female and non – white British Directors, there are no specific board diversity targets as management continue to recruit and nurture the best available talent, regardless of gender or ethnicity. Environment and greenhouse gas reporting This statement contains the Group’s TCFD aligned disclosure in accordance with FCA requirements of Premium Listed UK Corporates. We have not yet completed planning for different climate related scenarios, including 2 degree or lower. The Group has provided responses across the TCFD’s pillars and aims to advance the maturity of its climate-related actions and disclosures on an annual basis. The Group’s key metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management processes are Scope 1, Scope 2 and Scope 3 emissions. The Group has provided responses across the TCFD’s pillars and aims to advance the maturity of its climate-related actions and disclosures on an annual basis. 12 | Triad Group Plc | Annual Report and Accounts 2024 Governance – Governance of climate related risks and opportunities Assessing, identifying, and managing climate related issues is part of the management team’s responsibilities. They run a formal review each year in line with the production of the Company’s Carbon Reduction Plan and also review during regular project audits. Triad’s ISO9001 audits also provide a biannual review of issues and risks. The Board are informed of any climate related issues identified by the management team as and when they arise. When an issue is identified, the Board will monitor the progress of addressing this issue on a relevant basis. The Directors considered climate-related issues when reviewing its strategy, risk management and business plans, but have found no issues impacting these items. It has also considered climate- related issues when setting the budget and organisational performance, identifying increased costs of utilities and social value commitments. These social value commitments have a dedicated project manager which are reviewed by management each quarter, along with individual project audits facilitating a continuous review during the year. Strategy – Impacts of actual or potential climate related risks and opportunities No actual or potential impacts on the Group have been analysed due to the limited impact of climate related issues over the short, medium and long term, including lower carbon economy considerations and a 2°C or lower scenario, and these have not been considered when making strategic decisions. If, and when a risk is deemed to have a greater impact, the Group will follow the same process as identifying and assessing other risks, described on page 6. The service nature of the business and the potential downtime of consultants in between assignments, means that climate risk is mitigated in this situation. With the Group’s workforce currently working remotely from locations across the country and having in excess of 4 years’ remote working experience, no localised climate issues will have a material impact. As an example, the management team has assessed the impact of potential localised planned three- hour outages to the National Grid and have deemed this to have no material impact. National climate related risks, including electrical supply issues to the entire country at a single time, have been deemed exceptionally remote and not assessed. There are no financial related disclosures due to the immateriality of the risks, in line with the TCFD recommendations. The Group has been involved in climate related projects, such as the Department for Transport’s Renewable Transport Fuels Obligation Operating System (ROS) and Sustainable Aviation Fuels projects, and with the Department for Energy Security and Net Zero’s Clean Heat Market Mechanism discovery and alpha phases. The Directors are proud of the Group’s achievements and contribution to the green agenda, and our increased expertise in this area provides further opportunities to be involved in projects of this nature in the future. Risk Management – identification, assessment, and management of climate related risks Climate related risks are assessed as per other risks to the Group, and described on page 6. Other than this disclosure requirement, there are no other regulatory requirements that would have a material impact on the Group, and in line with our Carbon Reduction Plan and detailed in the Metrics sections, the Group is moving towards zero rated emissions by 2050. Triad’s Carbon Reduction Plan can be found on the Company website. The four pillars are as follows: Strategic report Triad Group Plc | Annual Report and Accounts 2024 | 13 Strategic report Metrics – metrics and targets used to assess, manage and report relevant climate-related risks and opportunities As stated in the Strategy section, no actual or potential impacts have been analysed, therefore no metrics have been produced. The Group’s emissions per scope are detailed below in line with SECR requirements, along with our KPIs of tCO2e per £1m of revenue and per average total headcount, using the emission factors from the Government’s GHG Conversion Factors 2023. Scope 1 – Combustion of fuel; one of the Group’s offices uses gas for heating, which due to the current remote nature of the workforce is being used at a minimum level for both properties. A single company car is also being used where public transport is not available. Scope 2 – Electricity; both offices now are now supplied by renewable energy suppliers. Scope 3; this covers business travel and employee commuting. Our employees are encouraged to use public transport where available. In November 2023 the Group published its latest Carbon Reduction Plan, available on our website, committing to achieving Net Zero emissions by 2050. During the year, we have continued to promote remote collaborative working to minimise travel, finalised our progression to a paperless office, facilitated electric vehicle charging points at our Milton Keynes office, continued the provision of a cycle to work scheme, rebuilding laptops for reuse and disposing only when no longer suitable, and where possible that disposal is to a third party such as a school and as a final recourse, to recycling. The continuing reduction will be achieved by continuing to embed a degree of working from home as an ongoing policy, increasing the profile of environmental issues and the promotion of good practices through staff communication environmental channels and introducing additional, client specific social value initiatives, such as carbon offsetting. The management team will continue to review the scope 1 and 2 emissions from office activities and identify and implement reductions through changes to policies and practices. The current measurements remain on target against this plan. Triad has set no specific targets or commitments, or incorporated climate related performance metrics into remuneration policies. Our key competitors would also have the same low generation of emissions and their climate related strategies and commitments have no impact on the Group. 14 | Triad Group Plc | Annual Report and Accounts 2024 Strategic report The Group has used mileage reports, public transport journey details and meter readings converted to tCO2e using the 2023 UK Government’s conversion factors for company reporting of greenhouse gas emissions. The annual quantity of greenhouse gas (GHG) emissions for the period 1 April 2023 to 31 March 2024 in tonnes of carbon dioxide equivalents (tCO2e) for the Group is shown in the table below: GHG emissions 2024 tCO2e¹ 2023 tCO2e¹ Emission source: Scope 1 – Combustion of fuel 8 7 Scope 2 – Electricity and heat purchased for own use 25 29 Total 33 36 Scope 3 – Including business travel and commuting 27 24 Total 60 60 tCO2e per £1m revenue 4.3 4.0 FTE 117 115 Intensity ratio (tCO2e per FTE) 0.5 0.5 1 The calculation of tCO2e for each source has been prepared in accordance with DEFRA guidelines for GHG reporting. The tCO2e per £1m of revenue has increased to 4.3 (2023: 4.0) due to the reduction in revenue at the same intensity ratio of 0.5 (2023: 0.5) with an approximately equal number of FTEs The annual energy consumed as a result of the purchase of electricity and heat for the period 1 April 2023 to 31 March 2024 in kWh is shown in the table below: 2024 2023 Energy consumed (kWh) 120,955 151,355 kWh per £1m revenue 8,640 10,158 FTE 117 115 Intensity ratio (kWh per FTE) 1,034 1,316 The emissions are generated solely by activities in the UK. Emissions generated by electricity consumption is 40% (2023: 48%). The Group has not been subject to any environmental fines during the year ended 31 March 2024 (2023: nil). Social, community and human rights issues Triad takes its responsibilities to the community and society as a whole very seriously. With people at the core of our values, during 2020 Triad was proud to have achieved its first Disability Confident badge – Disability Confident Level 1 (“Committed”). To show our continued commitment in this area, during 2023 we achieved Disability Confident Level 2 (“Employer”), with the continued ambition to move to the highest level (Level 3 – “Leader”) over the next 12 months. We are using this to guide our practices, particularly with regards to equality of opportunity for disabled staff and through our recruitment process. An example of this is the introduction of a Disability & Accessibility Network, which has been set up to support Triad employees including those with physical and mental impairments. From becoming members of Tech Talent Charter in 2021, we have continued to improve our monitoring of under-represented groups in the workplace through the introduction of company-wide surveys on social mobility and diversity, alongside updating our Equal Opportunities Policy to reflect our commitments. We believe we are working to make a real difference to inclusion and diversity within our organisation and across the technology sector. Along with this survey, client specific social value commitments include a new staff survey to gauge physical and mental wellbeing levels across a client assignment which is embraced by the Group. The Group actively supports charities. Managing Director Adrian Leer is a board member of Action for Children, and our staff participate in regular fund-raising activities for the charity, promoted and supported by Triad. During the year, the Group continued to support The City of London Police Cadets, which helped to fund extra-curricular development activities for young people within the organisation. There are no human rights issues that impact upon operations. There were no political donations made in the year (2023: nil). Triad Group Plc | Annual Report and Accounts 2024 | 15 Strategic report Financial review Group performance Group revenue has decreased to £14.0m (2023: £14.9m). This reduction was due predominantly to the planned contraction in associate led revenues and despite a difficult marketplace, consultancy revenue (both time and materials and fixed) was in line with the prior period. As a consequence of material contract wins in the second half of the year, consultancy revenues grew by 4% compared to the second half of the prior year. Gross profit reduced to £2.8m (2023: £3.5m), primarily due to the overall reduction in revenue and a temporary increase in consultants off charge in the first half, but also due to the increase in consultant numbers in advance to service new contract wins during the transition and this reduced the gross profit as a percentage of revenue reducing to 20.1% (2023: 23.6%). The Group reports a loss from operations before taxation of £1.3m (2023: profit £9k). The reduction in profitability was due to a reduction in gross profit (£0.7m) combined with an increase in administrative expenses of £0.6m. The Group reports a loss after tax of £1.0m (2023: loss £44k), which included a recognition of a deferred tax asset of £278k (2023: derecognition 53k). The balance sheet remains strong with no external debt, with the exception of the lease liabilities arising due to the application of IFRS 16, and the Group enjoys reserves of cash at £2.1m (2023: £4.8m) and no bad debts (2023: nil). Administrative expenses Administrative expenses for the year are £4.1m (2023: £3.5m). The increase of £0.6m was due to discretionary one-off payments of £0.1m, increased personnel costs of £0.2m, audit fees of £0.1m and general high inflation increases across property, technology platforms and other expenses of £0.2m. Staff costs Total staff costs have increased to £10.7m (2023: £10.0m) (note 7) which is due to the increase in the average fee earning consultant number to 95 (2023: 93), general salary inflation and one-off discretionary payments made to Directors. The growth in consultant numbers has materially improved the ratio of fee earners to administration staff to 23:1 (2023: 19:1). The number of fee earning consultants at the close of the year was 116 (2023: 96), reflecting the recruitment of permanent consultants in step with new contract wins. Cash Cash and cash equivalents as at 31 March 2024 reduced to £2.1m (2023: £4.8m). Despite good invoicing and credit control processes, the loss made in the year resulted in a net outflow from operating activities of £1.5m (2023: inflow £0.7m). The net cash outflow from financing activities was £1.3m (2023: £1.3m), which included dividends paid of £1.0m (2023: £1.0m). The net cash inflow from investing activities was £0.1m (2023: £0.1m) and as in previous periods reflects the low investment in capital expenditure other than IT equipment to support newly hired consultants. During the year, the Lloyds invoicing facility was deemed to be not appropriate to support the business model and was terminated. Due to the robust cash flow forecasts, the Directors do not believe a replacement facility is required in the foreseeable future. The facility was not utilised during the year. Non-current assets Non-current assets excluding taxation decreased by £0.3m (2023: increase £0.4m). This was mainly due to the amortisation of the right of use asset of £0.2m (2023: increase £0.2m) and the reduction in the finance lease receivable of £0.1m (2023: increase £0.4m). Taxation The Group adopts a low-risk approach to its tax affairs. The Group does not employ any complex tax structures or engage in any aggressive tax planning or tax avoidance schemes. The deferred tax asset increased to £0.4m (2023: £0.1m) in the year, mainly due to the expectation that tax losses brought forward will be offset against future taxable profits (see note 8). Net assets The net asset position of the Group at 31 March 2024 was £3.4m (2023: £5.2m). Further movements during the year are detailed on page 44. Share options and restricted stock units A total of 47,118 options were exercised by staff during the year (2023: 43,084). No further options were granted in the year (2023: nil). No restricted stock options (RSUs) were granted to either Directors or staff during the year (2023: nil). A share-based expense has been recognised in the year of £202,883 (2023: £200,128). Dividends With the strong expectation of future profitability and positive cash flows, the Board are proposing a final dividend of 4p per share (2023: 4p per share), which together with the interim dividend already paid of 2p (2023: 2p per share), totals 6p per share for the financial year (2023: 6p per share). See note 9. By order of the Board James McDonald Finance Director 25 June 2024 16 | Triad Group Plc | Annual Report and Accounts 2024 Directors’ report The Directors present their Annual report on the activities of the Group, together with the financial statements for the year ended 31 March 2024. The Board confirms that these, taken as a whole, are fair, balanced and understandable, and that they provide the information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy, and that the narrative sections of the report are consistent with the financial statements and accurately reflect the Group’s performance and financial position. The Strategic report provides information relating to the Group’s activities, its business and strategy and the principal risks and uncertainties faced by the business, including analysis using financial and other KPIs where necessary. These sections, together with the Directors’ remuneration and Corporate Governance reports, provide an overview of the Group, including the employment, training, career development, treatment of disabled persons and environmental matters, and give an indication of future developments in the Group’s business, so providing a balanced assessment of the Group’s position and prospects, in accordance with the latest narrative reporting requirements. The Group’s subsidiary undertakings are disclosed in the note 14 to the financial statements. Corporate Governance disclosures required within the Directors’ report, including details of Directors holding office, have been included within our Corporate Governance report beginning on page 19 and form part of this report. Share capital and substantial shareholdings Share capital As at 31 March 2024, the Company’s issued share capital comprised a single class of shares referred to as ordinary shares. Details of the ordinary share capital can be found in note 19 to these financial statements. Voting rights The Group’s articles provide that on a show of hands at a general meeting of the Company every member who (being an individual) is present in person and entitled to vote shall have one vote and on a poll, every member who is present in person or by proxy shall have one vote for every share held. The notice of the Annual General Meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the Annual General Meeting. Transfer of shares There are no restrictions on the transfer of ordinary shares in the Company other than as contained in the Articles: • The Board may, in its absolute discretion, and without giving any reason for its decision, refuse to register any transfer of a share which is not fully paid up (but not so as to prevent dealing in listed shares from taking place) and on which the Company has a lien. The Board may also refuse to register any transfer unless it is in respect of only one class of shares, in favour of no more than four transferees, lodged at the Registered office, or such other place as the Board may decide, for registration, accompanied by a certificate for the shares to be transferred (except where the shares are registered in the name of a market nominee and no certificate has been issued for them) and such other evidence as the Board may reasonably require to prove the title of the intending transferor or his right to transfer the shares. Certain restrictions may from time to time be imposed by laws and regulations, for example: • Insider trading laws; and • Whereby certain employees of the Group require the approval of the Company to deal in the Company’s ordinary shares. Appointment and replacement of Directors The Board may appoint Directors. Any Directors so appointed shall retire from office at the next Annual General Meeting of the Company but shall then be eligible for re-appointment. The current Articles require that at the Annual General Meeting one third of the Directors shall retire from office but shall be eligible for re-appointment. The Directors to retire by rotation at each Annual General Meeting shall include any Director who wishes to retire and not offer themselves for re- election and otherwise shall be the Directors who, at the date of the meeting, have been longest in office since their last appointment or re-appointment. A Director may be removed from office by the service of a notice to that effect signed by at least three quarters of all the other Directors. Amendment of the Company’s Articles of Association The Company’s Articles may only be amended by a special resolution passed at a general meeting of shareholders. Substantial shareholdings As at 31 March 2024, since the date of the last annual report in June 2023, the Company had received no confirmed notifications relating to interests in the Company’s issued share capital, as required under the Disclosure and Transparency Rules (DTR 5) when a notifiable threshold is crossed. Shareholdings that have fallen below the minimum 3% required under DTR5 are not disclosed. As at 25 June 2024, no further notifications have been received since the year end. Triad Group Plc | Annual Report and Accounts 2024 | 17 Directors’ report Dividends There was a 2p per share interim dividend paid during the year (2023: 2p per share). The Directors propose a final dividend of 4p per share (2023: 4p per share). Financial instruments The Board reviews and agrees policies for managing financial risk. These policies, together with an analysis of the Group’s exposure to financial risks are summarised in note 3 of these financial statements. Research and development activity Research and development activities are undertaken with the prospect of gaining new technical knowledge and understanding and developing new software. During the year, our activities included building a number of reusable test automation frameworks for user interface (UI), application programming interface (API) and security testing to support future work winning activities. These were built using Playwright, Selenium, Rest Assured and ZAProxy web automation testing tools. We also created a Minimal (API) Marketplace proof of concept using WolverineFX, VUE3 and .Net 8. None of the research and development activity met the required criteria for capitalisation. Directors’ interests in contracts Directors’ interests in contracts are shown in note 21 to the accounts. Directors’ insurance and indemnities The Company maintains Directors’ and Officers’ liability insurance which gives appropriate cover for any legal action brought against its Directors and Officers. The Directors also have the benefit of the indemnity provisions contained in the Company’s Articles of Association. These provisions, which are qualifying third-party indemnity provisions as defined by Section 236 of the Companies Act 2006, were in force throughout the year and are currently in force. Disclosure of information to auditor All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company’s auditor for the purposes of their audit and to establish that the auditor is aware of that information. The Directors are not aware of any relevant audit information of which the auditor is unaware. Forward-looking statements The Strategic report contains forward-looking statements. Due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information, the actual results of operations, financial position and liquidity may differ materially from those expressed or implied by these forward-looking statements. Going concern The Group’s business activities (including the Parent Company), together with the factors likely to affect its future development, performance and position, are set out in the Strategic report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Strategic report. In addition, note 3 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposure to credit risk and liquidity risk. The Group meets its day to day working capital requirements through cash reserves. The Group operates an efficient low-cost and historically cash generative model. The client base generally consists of large blue-chip entities, particularly within the public sector, enjoying long-term and productive client relationships. As such, debtor recovery has been reliable and predictable with a very low exposure to bad debts. For the year ended 31 March 2024, the Group has not utilised any external debt or financing instruments and in March 2024 the existing invoicing facility was terminated. The going concern assessment considered a number of realistic scenarios covering the period ending 30 September 2025, including the ability of future client acquisition, and the impact of the reduction in services of key clients upon future cash flows. The most severe scenario possible, assumed all current client contracts discontinued at expiry with no extension or replacement and with no cost mitigation. Even in this most extreme scenario, the Group has enough liquidity and long-term contracts to support the business through the going concern period. The Directors have concluded from these assessments that the Group would have sufficient headroom in cash balances to continue in operation. Further information in relation to the Directors’ consideration of the going concern position of the Group is contained in the Viability statement on page 9. After making enquiries, including a review of the wider economy including inflationary pressures and the Ukraine conflict, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and at least twelve months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. 18 | Triad Group Plc | Annual Report and Accounts 2024 Auditor The last accounting period permissible for BDO LLP to continue in office is for the year ending 31 March 2025. It has been agreed that BDO will not be retained as auditors. Accordingly, a resolution to reappoint BDO LLP as auditors of the Company will not be proposed at the next Annual General Meeting and the Group are now engaged in the search for a new auditor. It is expected that a new auditor will be appointed in late 2024. Environment and greenhouse gas reporting Carbon dioxide emissions data is contained in the Corporate social responsibility section of the Strategic report. Statement of Directors’ responsibilities The Directors are responsible for preparing the annual report and the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements and have elected to prepare the Parent Company financial statements in accordance with UK adopted international accounting standards (‘IFRS’). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss for the group for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether they have been prepared in accordance with UK adopted international accounting standards (‘IFRS’), subject to any material departures disclosed and explained in the financial statements; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the Company will continue in business; • prepare a directors’ report, a strategic report and directors’ remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain Directors’ report the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy. Website publication The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. Post balance sheet events and future developments Refer to note 22 of the financial statements for details of post balance sheet events. Details of the Group’s business activities and the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 2 to 15. There are no branches opened or employees working outside of the United Kingdom subsequent to the year end. There have been no purchases of own shares subsequent to the year end. Directors’ responsibilities pursuant to DTR4 The Directors confirm to the best of their knowledge: • The financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Company. • The annual report includes a fair review of the development and performance of the business and the financial position of the Group and Company, together with a description of the principal risks and uncertainties that they face. By order of the Board James McDonald Company Secretary 25 June 2024 Triad Group Plc | Annual Report and Accounts 2024 | 19 The Board has considered the principles and provisions of the UK Corporate Governance Code 2018 (“the Code”) applicable for this financial period. The changes made in the revised Code attempt to improve corporate governance processes and encourage companies to demonstrate how good governance contributes to the achievement of long-term success for stakeholders. The Group keep governance matters under constant review. Despite the changes in the Code requiring a review of processes, there has not been a requirement to make fundamental changes to strategy or working practices. The following statement sets out the Group’s application of the principles of the Code and the extent of compliance with the Code’s provisions, made in accordance with the requirements of the Listing Rules. The Board The Board is responsible for the long-term and sustainable success of the business, and considers all opportunities and risks as set out in the principal risks and uncertainties on page 6. Further, the Board considers how good governance can assist in promoting the delivery of the strategy, by reference to strong stakeholder engagement. Details of how the Board drive this engagement can be found within the S172 statement on page 8. The Directors who held office during the financial year were: Executive Directors Dr John Rigg, Chairman Charlotte Rigg, Deputy Executive Chairman (effective 1 June 2023) Adrian Leer, Managing Director James McDonald, Finance Director Tim Eckes, Client Services Director Independent non-Executive Directors Alistair Fulton, senior independent non-Executive Director (retired 31 July 2023) Chris Duckworth, senior independent non-Executive Director (effective 1 August 2023) Charlotte Rigg (to 31 May 2023) Alison Lander (appointed 1 June 2023) On 1 June 2023 the Board was consolidated and strengthened by the appointment of non-Executive Director Charlotte Rigg to her new role as Deputy Executive Chairman. On the same date, Alison Lander was appointed to the Board as non-Executive Director. On 31 July 2023 senior independent non-Executive Director Alistair Fulton retired from the Board. Current directorships are as follows: John Rigg is Chairman. He is a Chartered Accountant. He was a founder of Marcol Group Plc and was its Managing Director from 1983 until 1988. Marcol was floated on the Unlisted Securities Market in 1987. He was Chairman of Vega Group plc from 1989 until 1996, holding the post of Chief Executive for much of this period. Vega floated on the main market in 1992. He was a founder shareholder of Triad and served as the Chairman of the Company from 1988 up to just before its flotation in 1996, when he resigned to develop new business interests overseas. He was appointed as non-Executive Chairman in June 1999: in May 2004 he became part-time Executive Chairman. Adrian Leer is Managing Director. He was appointed to the Board on 3 March 2015. He initially joined Triad in 2009 in a consultative capacity, providing advice to the business regarding its fledgling geospatial product, Zubed, and helping to secure significant wins with major clients. In 2010, he became General Manager of Zubed Geospatial. Adrian became Commercial Director of Triad Consulting & Solutions in 2012. Tim Eckes is Client Services Director. He was appointed to the Board on 1 January 2020. Tim Eckes joined Triad in 1991 as a graduate software engineer before moving into a number of technical and commercial roles. He has multi- sector experience, having been involved in engagements across finance, telecoms, travel and central government. In 5 years preceding his appointment to the Board, as Managing Consultant he played a significant role in growing the business, through the development of long lasting and profitable relationships with key clients. Chris Duckworth is a non-Executive Director and was appointed on 1 July 2017. He has held numerous positions within public and private companies as Finance Director, Managing Director, non-Executive Director and Chairman. He was a founding shareholder and from 1989 to 1994 was Finance Director of Triad where he remained as a non- Executive Director until 1999. From 1989 to 1994 he was also Finance Director of Vega Group PLC after which he served as a non-Executive Director until 1997. He was a founding shareholder and Chairman of Telecity PLC in May 1998 and subsequently acted as a non-Executive Director until August 2001. Chris was appointed as chairman of both the Audit Committee and Remuneration Committee in July 2023. Charlotte Rigg is Deputy Executive Chairman and was appointed to this position on 1 June 2023. She was appointed to the Board as non-Executive Director on 1 January 2020. Charlotte Rigg’s experience is both extensive and diverse. Over the last 25 years she has built an internationally recognised stud farm and runs a sizeable upland grazing farm in Cumbria where the stud is based. In addition, Charlotte runs a successful and expanding investment property portfolio which has been established for over 20 years. Corporate governance report 20 | Triad Group Plc | Annual Report and Accounts 2024 Corporate governance report James McDonald is Finance Director and was appointed to the Board on 16 June 2020. He joined the Company in February 2020 and, in March 2020, assumed the position of Company Secretary and acting Finance Director. He is a Chartered Certified Accountant and has previously held a senior finance position at Foxtons Group plc, prior to which he was Group Finance Director and Company Secretary at Brook Street Bureau Plc. He qualified with EY in London. Alison Lander is a non-Executive Director and was appointed to this position on 1 June 2023. She is a science graduate with many years’ experience of working with blue- chip organisations within the IT sector, including Vickers Shipbuilding, Fokker Space and Triad Group Plc. She has also had a continuous relationship with the Group, assisting the Chairman and Board for over 20 years. The Board exercises full and effective control of the Group and has a formal schedule of matters specifically reserved to it for decision making, including responsibility for formulating, reviewing and approving Group strategy, budgets and major items of capital expenditure. Regularly the Board will consider and discuss matters that include, but are not limited to: • Strategy; • Shareholder value; • Financial performance and forecasts; • Alignment of culture to Group values; • Employee engagement; • Human resources; and • City and compliance matters. The Executive Chairman, John Rigg, is responsible for the leadership and efficient operation of the Board. This entails ensuring that Board meetings are held in an open manner and allow sufficient time for agenda points to be discussed. It also entails the regular appraisal of each Director, providing feedback and reviewing any training or development needs. Employee engagement is taken very seriously by the Board, and the need to engage with the workforce is even more important since the onset of the pandemic. Bi-weekly Group- wide communication meetings chaired by the Managing Director take place where there is a forum available for all staff to participate and contribute directly with management. Senior management meet daily to discuss the business and create appropriate communications that predominantly seek to enhance the well-being of staff, but also look to align Group values to strategy. Further, on-line platforms exist that enable constructive discussions concerning operational delivery and best practice. Given the size of the Group, it is not appropriate to develop any sub-committees for this purpose and direct Group forums encourage all staff to participate without dilution of message. In a competitive marketplace for talent, the Board ensure further engagement via regular pay reviews and formal staff development processes, which enable training and career aspirations to be discussed along with the facilitation of individual career paths. The Board are firmly of the view that the culture centred around the recruitment and retention of quality staff, their wellbeing, development and future career and remuneration aspirations will drive the strategic aims of the business and drive stakeholder value in the long-term. The Board meets regularly with senior management to discuss operational matters. The non-Executive Directors must satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust. Following presentations by senior management and a disciplined process of review and challenge by the Board, clear decisions on the policy or strategy are adopted that preserve Group values and are sustainable over the long-term. The responsibility for implementing Board decisions is delegated to management on a structured basis and monitored at subsequent meetings. During the period under review, and to date, the Executive Chairman has not held any business commitments outside the Group. Chris Duckworth is the nominated senior independent non-Executive Director. Charlotte Rigg is Deputy Executive Chairman and Alison Lander is a non-Executive Director. All have long-standing experience as company directors and are free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Board benefits from their experience and independence, when they bring their judgement to Board decisions. The Board considers that all continue to remain independent for the reasons stated above. The Group has a procedure for Directors to take independent professional advice in connection with the affairs of the Group and the discharge of their duties as Directors. The Board has an Audit Committee, comprised of the Executive Chairman John Rigg, and the independent non- Executive Directors, Chris Duckworth and Alison Lander. The Committee is chaired by Chris Duckworth. The Board has a Remuneration Committee, comprised of the Executive Chairman John Rigg, the independent non- Executive Director Chris Duckworth and Deputy Executive Chairman Charlotte Rigg. No third-party advisors have a position on the committee or have provided services to the Committee during the year. The Committee is chaired by Chris Duckworth. Triad Group Plc | Annual Report and Accounts 2024 | 21 Corporate governance report The following table shows the attendance of Directors at scheduled meetings of the Board and Audit and Remuneration Committees during the year ended 31 March 2024 and shows that the Board are able to allocate sufficient time to the Company to discharge their responsibilities effectively. Board Audit Committee Remuneration Committee Number of meetings held 16 3 3 Number of meetings attended Executive Directors: John Rigg (Chairman) 16 3 3 Charlotte Rigg (Deputy Executive Chairman, effective 1 June 2023) 13 – 1 Adrian Leer 16 – – Tim Eckes 15 – – James McDonald 16 – – Non-Executive Directors: Alistair Fulton (retired 31 July 2023) 5 1 2 Chris Duckworth 13 3 1 Charlotte Rigg (to 31 May 2023) 2 – – Alison Lander (appointed 1 June 2023) 14 1 Audit Committee The members of the Audit Committee are shown above. The Board believe that John Rigg, a Chartered Accountant with broad experience of the IT industry, Chris Duckworth, with many years of experience in senior finance positions in listed companies and Alison Lander, who has a qualification in ESG, has joined the Committee to reflect the increasing non-financial disclosures required for compliance with listing rules, particularly sustainability and climate change, have recent and relevant financial experience, as required by the Code. The Audit Committee is responsible for reviewing the Group’s annual and interim financial statements and other announcements. It is also responsible for reviewing the Group’s internal financial controls and its internal control and risk management systems. It considers the appointment and fees of the external auditor and discusses the audit scope and findings arising from audits. The Committee is also responsible for assessing the Group’s need for an internal audit function. Consideration of significant issues in relation to the financial statements The Audit Committee have considered the following significant issues in relation to the preparation of these financial statements; Revenue recognition: The Committee has considered revenue recognised in projects during, and active at the end of the financial year to ensure revenue has been recognised correctly. Furthermore, the Committee has also assessed whether the Group is acting as agent or principle in a transaction. IFRS 16 ‘Leases’: The Committee have considered the accounting treatment with respect to the critical accounting estimates. Dilapidations provisions: The Committee have considered the accounting treatment with respect to the critical accounting estimates. Going concern: The Committee has reviewed budgets, deferred tax calculations and cash flow projections against borrowing facilities available to the Group, to ensure the going concern basis of preparation of the results remains appropriate. Meetings with auditor and senior finance team Members of the Audit Committee met with the senior finance team in advance of their meeting with the auditor, prior to commencement of the year-end audit to discuss; • Audit scope, strategy and objectives • Key audit and accounting matters • Independence and audit fee A meeting was held prior to the completion of the audit with the senior finance team and the auditor to assess the effectiveness of the audit and discuss audit findings. Effectiveness of external audit process The Committee conducts an annual review of the effectiveness of the annual report process. Inputs into the review include feedback from the finance team, planning and scope of the audit process and identification of risk, the execution of the audit, communication by the auditor with the Committee, how the audit adds value and a review of auditor independence and objectivity. Feedback is provided to the external auditor and management by the Committee, with any actions reviewed by the Committee. 22 | Triad Group Plc | Annual Report and Accounts 2024 Auditor independence and objectivity The Committee has procedures in place to ensure that independence and objectivity is not impaired. These include restrictions on the types of services which the external auditor can provide, in line with the FRC Ethical Standards on Auditing. The external auditor has safeguards in place to ensure that objectivity and independence is maintained and the Committee regularly reviews independence taking into consideration relevant UK professional and regulatory requirements. The external auditor is required to rotate the audit partner responsible for the Group audit every five years. Non-audit fees During the year the Group did not engage its auditor for any non-audit work. The Committee is responsible for reviewing any non-audit work to ensure it is permissible under EU audit regulations and that fees charged are justified, thus ensuring auditor independence is preserved. Appointment of external auditor BDO LLP was reappointed external auditor in 2017 following a tendering process. BDO LLP has confirmed to the Committee that they remain independent and have maintained internal safeguards to ensure that the objectivity of the engagement partner and audit staff is not impaired. Mandatory rotation of the auditor is required for the year ending 31 March 2025 and the Board are preparing to apply the appropriate tendering and selection process to appoint a new auditor a year in advance of this mandate. Internal audit The Audit Committee has considered the need for a separate internal audit function this year but does not consider it appropriate in view of the size of the Group. The Group is certified to ISO 9001:2015 and ISO 27001:2013. Internal controls and risk management The Board has applied the internal control and risk management provisions of the Code by establishing a continuous process for identifying, evaluating and managing the significant and emerging risks faced by the Group. The Board regularly reviews the process, which has been in place from the start of the year to the date of approval of this report and which is in accordance with FRC guidance on risk management, internal control and related financial and business reporting. The Board is responsible for the Group's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against misstatement or loss. In compliance with the Code, the Audit Committee regularly reviews the effectiveness of the Group's systems of internal financial control and risk management. The Board’s monitoring covers all controls, including financial, operational and compliance controls and risk management. It is based principally on reviewing reports from management to consider whether significant weaknesses and risks are effectively managed and, if applicable, considering the need for more extensive monitoring. The Board has also performed a specific assessment for the purpose of this annual report. This assessment considers all significant aspects of internal control and risk management arising during the period covered by the report. The key elements of the internal control and risk management systems are described below: • Clearly documented procedures contained in a series of manuals covering Group operations and management, which are subject to internal project audit and external audit as well as regular Board review. • The Group’s controls include appropriate segregation of duties which are embedded in the organisation. • The Group has a formal process for planning, reporting and reviewing financial performance against strategy, budgets, forecasts and on a monthly, bi-annual and annual basis. • An appropriate budgeting process where the business prepares budgets for the coming year, which are approved by the Board. • Close involvement in the day-to-day management of the business by the Executive Directors. • Regular meetings between the Executive Chairman, Executive Directors and senior managers to discuss and monitor potential risks to the business, and to implement mitigation plans to address them. Remuneration Committee The Remuneration Committee is responsible for setting remuneration for Executive Directors and the Chairman in accordance with the remuneration policy below. In addition, the Committee is responsible for recommending and monitoring the level and structure of remuneration for senior management. The Group’s Remuneration Committee is authorised to take appropriate counsel to enable it to discharge its duty to make recommendations to the Board in respect of all aspects of the remuneration package of Directors. The Committee also takes into account the general workforce remuneration awards when setting Director remuneration. The Directors’ remuneration report can be found on page 24. Corporate governance report Triad Group Plc | Annual Report and Accounts 2024 | 23 Corporate governance report Whistleblowing Staff may contact the senior independent non-Executive Director, in confidence, to raise genuine concerns of possible improprieties in financial reporting, or employee related matters. Board evaluation Board members are made fully aware of their duties and responsibilities as Directors of listed companies and are supported in understanding and applying these by established and more experienced Directors. The Executive Chairman continuously evaluates the ability of the Board to perform its duties and recognises the strengths and addresses any weaknesses of the Board. In addition, training is available for any Director at the Group’s expense should the Board consider it appropriate in the interests of the Group. Relations with shareholders Substantial time and effort is spent by Board members on meetings with and presentations to existing and prospective investors. The views of shareholders derived from such meetings are disseminated by the Chairman to other Board members. Private shareholders are invited to attend and participate at the Annual General Meeting. Terms of reference The terms of reference of the Audit and Remuneration Committees are available on request from the Company Secretary. Statement of compliance The Board considers that it has been compliant with the provisions of the Code for the whole of the period, except as detailed below: Provision 9 The roles of chairman and chief executive should not be exercised by the same individual. John Rigg is the Executive Chairman. Adrian Leer is Managing Director. The Board currently has no plans to recruit a Chief Executive Officer as it considers that the duties are being satisfactorily covered by members of the Executive Board and the Group’s senior management. Provisions 17/23 There should be a nominations committee which should lead the process for board appointments and make recommendations to the board. The Board considers that because of its size, the whole Board should be involved in Board appointments. Provision 18 All directors should be subject to annual re- election. The Board consider that because of its size, re-election by rotation in accordance with the Company’s Articles of Association at the Annual General Meeting is sufficient. Provision 19 The chair should not remain in post beyond nine years from the date of their first appointment to the board. The Board considers that because of its size and critically, due to the experience of the Executive Chairman, this would not be appropriate. The Board believe that re- election in accordance with the Company’s Articles of Association is sufficient. Provision 20 Open advertising and/or an external search consultancy should generally be used for the appointment of the chair and non-executive directors. The Board has a strong culture of promoting from within with relevant experience to the Group. Provisions 21/23 The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual Directors. There is a process of continuous informal evaluation, due to the small size of the Board. Provision 24 The chair of the board should not be a member of the audit committee. The Board considers that because of its size, and the relevant knowledge and experience of the Executive Chairman, that this is not appropriate. DTR 7.2.8 ARR The requirement to detail performance against a diversity policy. The Group has a diversity policy which meets our legal requirements. The monitoring of performance against this policy is an area which the Board take very seriously and continuously look to improve. The size of the Group and the long tenure of senior staff provide constraints to improving ratios in the short-term. By order of the Board James McDonald Company Secretary 25 June 2024 24 | Triad Group Plc | Annual Report and Accounts 2024 Directors’ remuneration report On the following pages we set out the remuneration report for the year ended 31 March 2024. The members of the Remuneration Committee are shown in the Corporate Governance report on page 20. This report has been prepared in accordance with the Companies Act 2006 and is split into two sections as follows; 1. The Directors’ remuneration policy. 2. The Annual report on remuneration. This will be subject to an advisory shareholder vote at this year’s Annual General Meeting. During the year the Committee carefully reviewed Directors’ remuneration. Given the continued positive trajectory under strong strategic and operational guidance, the Committee awarded salary increases to the Board that would be effective in the next financial year. Directors’ remuneration policy The remuneration policy sets out the framework within which the Company remunerates its Directors. The Company’s remuneration report was put to a shareholder vote at the 2023 Annual General Meeting of the Company and was approved by 68% of shareholders with no votes withheld. See page 16 of the Directors’ report for further details of voting rights. The Committee welcomed the unanimous approval of the shareholders, which represented 45% of the total shareholding. The Committee aims to align meaningful remuneration with Group financial performance by taking into account the difficult trading environment, and to ensure the long-term health of the business. The performance of the Directors has been deemed by the Committee to be more than satisfactory, with progression on key strategic objectives and a return to profitability. The Committee therefore concludes that the remuneration is fair and appropriate but will continue to seek shareholder feedback. The remuneration policy will be put to a shareholder vote every three years unless any changes to the policy are proposed before then. The Committee intends to implement the Directors’ remuneration for the following year as agreed at the 2024 General Meeting. Triad Group Plc | Annual Report and Accounts 2024 | 25 Directors’ remuneration report Policy table – Executive Directors Element & purpose Operation Maximum payable Performance metrics Base salary Reflects the individual’s skills, responsibilities and experience. Supports the recruitment and retention of Executive Directors. Reviewed annually taking into consideration market data, business performance, external economic factors, the complexity of the business and the role, cost, and the incumbent’s experience and performance as well as the wider employee pay review. Ordinarily, salary increases will be in line with average increases awarded to other employees in the Company. In certain circumstances, such as a change in responsibility or development in role increases beyond this may be made subject to the factors mentioned in the Operation column None, although individual performance is considered when setting salary levels. Benefits in kind Protects the well- being of Directors and provides fair and reasonable market competitive benefits. Benefits in kind include company cars or allowances, private medical insurance, life cover and permanent health insurance. Benefits are reviewed periodically. The Remuneration Committee retains discretion to provide other benefits depending on the circumstances which may include but are not limited to relocation costs or allowances to facilitate recruitment. Benefits are set at a level considered to be appropriate taking into account individual circumstances. None. Pension Provides competitive post-retirement benefits to support the recruitment and retention of Executive Directors.. The Company pays contributions into a personal pension scheme or cash alternative. The Company matches individual contributions up to a maximum of 5%. This limit is in line with the limits available for all employees. None. All employee share scheme To provide employees with the opportunity to own shares in the Company. Executive Directors shall be eligible to participate in any future all employee share schemes (e.g. Save-as-you-earn or Share Incentive Plan) if adopted by the Company. The limits will be in line with the HMRC limits for the relevant schemes. Any conditions shall be in line with HMRC guidance for such schemes and there may be no performance conditions if appropriate. Share option scheme Encourages share ownership amongst employees and aligns their interests with the shareholders. The Company operates an EMI share option scheme. Discretionary awards are made in accordance with the scheme rules. The potential value of options held rises as the Company’s share price increases. Specific performance criteria are specified at the time of awarding the share options to ensure alignment with the interests of shareholders. 26 | Triad Group Plc | Annual Report and Accounts 2024 Element & purpose Operation Maximum payable Performance metrics Employee Share Incentive Plan Incentivises long- term value creation, aligning the interests of Executives and shareholders through share awards. The Remuneration Committee may make share awards annually under the Plan. The Plan will give the Remuneration Committee flexibility to make awards in the form of conditional awards (performance share award). Performance share awards shall have a performance period of at least 3 years. Awards shall not vest in full any earlier than 3 years, but the Remuneration Committee retains discretion to vest in tranches. Awards made to Executive Directors will have an additional post-vesting holding period of 2 years during which shares cannot be sold other than to settle tax liabilities which may arise. Malus and clawback provisions apply. The maximum award that may be granted shall be 200% of salary. Awards may have performance conditions attached. The Remuneration Committee has discretion to determine appropriate measures, targets and ranges in respect of each award when made. The Remuneration Committee may also adjust the formulaic outcome of awards where it deems that it is not reflective of overall business performance. The award of shares under the Plan or EMI scheme is at the sole discretion of the Remuneration Committee: there is no contractual entitlement for any Director to receive an award annually or otherwise. The Group does not believe that a performance related annual cash bonus is appropriate at the present time and that solely equity-based incentives are a more appropriate mechanism for incentivising, rewarding and retaining Executive Directors. Shareholding Guidelines The Remuneration Committee is introducing shareholding guidelines in order to encourage a build-up of shares over time for the Executive Directors. Whilst there is no formal requirement beyond the 2 year post-vesting holding period, the Remuneration Committee expects that a substantial portion of shares earned from incentive arrangements will continue to be held by the Executive Directors in the longer term. Policy table – non-Executive Directors Element Relevance to short and long-term strategic objectives Operation Maximum payable Performance metrics Fees Competitive fees to attract experienced Directors. Reviewed annually. In general, the level of fee increase for the non- Executive Directors will be set taking account of any change in responsibility. Not applicable. The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their own remuneration. Directors’ remuneration report Triad Group Plc | Annual Report and Accounts 2024 | 27 Malus and Clawback provisions The Plan contains malus and clawback provisions which may trigger in exceptional circumstances and which include: • material misstatement of company accounts; • fraud, gross misconduct or misbehaviour; • materially mistaken, misrepresented or incorrect information has been used to assess the value of an award; • an error in assessing or setting performance conditions; • material reputational damage or • a downturn in financial performance or corporate failure for which the relevant individual is responsible or has significantly contributed to. Malus may apply until settlement, and clawback may apply after vesting for up to 2 years, and these provisions allow the Remuneration Committee to recover value delivered in connection with awards and amend or reduce awards in the above circumstances (potentially to nil). Discretion The Remuneration Committee has discretion in several areas of the remuneration policy as set out in this report. The Remuneration Committee may also exercise operational and administrative discretions under relevant plan rules approved by shareholders as set out in those rules. In addition, the Remuneration Committee has the discretion to amend the remuneration policy in respect of minor or administrative matters where it would be, in the opinion of the Remuneration Committee, disproportionate to seek or await shareholder approval. As noted, the Remuneration Committee reviews all incentive outturns to assess whether they align to the overall performance of the business and the experience of its key stakeholders over the period e.g., shareholders and employees. The Remuneration Committee retains discretion to adjust the formulaic outcome of incentives upwards or downwards to reflect its judgement. Any such exercise of discretion will be disclosed in the relevant annual report. Pre-existing remuneration arrangements and minor changes The Remuneration Committee may make remuneration payments outside of the terms of this remuneration policy where the terms of the payment were agreed prior to the introduction of this or prior remuneration policies, provided the terms were in line with the remuneration policy in place at that time, or where the terms were agreed prior to the relevant Director being a member of the Board. Any such payments may be satisfied in line with the terms agreed. Approach to recruitment remuneration The Group’s remuneration policy is to provide remuneration packages which secure and retain management of the highest quality. Therefore, when determining the remuneration packages of new Executive Directors, the Remuneration Committee will structure a package in accordance with the general policy for Executive Directors as shown above. In doing so the Remuneration Committee will consider a number of factors including: • the salaries and benefits available to Executive Directors of comparable companies; • the need to ensure Executive Directors’ commitment to the continued success of the Group; • the experience of each Executive Director; and • the nature and complexity of the work of each Executive Director. The Remuneration Committee may determine that an initial salary positioning below market is appropriate and in those circumstances, may in the years following appointment award increases greater than levels awarded to the wider workforce in the short-term. Incentive levels will be in line with the limits for Executive Directors and the structure will be as permissible under the policy. If applicable, relocation allowances may be made in line with the policy. The Company may offer to buy out incentives which have been forfeited from a previous employer. Where such awards are made, they will seek to match the value and time horizons of foregone awards and will reflect any performance conditions attached. The Company will not make any sign-on bonuses or “golden hello” payments when appointing Executive Directors. Directors’ remuneration report 28 | Triad Group Plc | Annual Report and Accounts 2024 Directors’ service contracts and policy The details of the Directors’ contracts are summarised as follows: Date of contract Notice period J C Rigg 01/07/1999 1 month A Leer 03/03/2015 6 months C J Duckworth 01/07/2017 1 month T J Eckes 01/01/2020 6 months C M Rigg 01/01/2020 1 month J McDonald 16/06/2020 6 months A J Lander 01/06/2023 1 month All contracts are for an indefinite period. No contract has any provision for the payment of compensation upon the termination of that contract. Illustrations of application of remuneration policy As there are currently no performance related or variable elements of Executive Director remuneration it is not appropriate to prepare illustrations required under the legislation. Policy on payment for loss of office The primary principle underpinning the determination of any payments on loss of office is that payments for failure will not be made. Contracts and incentive plan rules have been drafted in such a way that the Remuneration Committee has the necessary powers to ensure this. It is the Group’s policy in relation to Directors’ contracts that: • Executive Directors should have contracts with an indefinite term providing for a maximum of six months’ notice by either party. • non-Executive Directors should have terms of engagement for an indefinite term providing for one month notice by either party. • there is no provision for termination payments to Directors. In relation to the Plan, awards will normally lapse for a leaver and the plan rules contain Good Leaver provisions that shall determine the treatment of awards in the following cases: • death, • ill-health, injury, disability • the employing company / business / part of the business being transferred outside of the Group or • any other reason at the discretion of the Remuneration Committee In such cases: • Awards will ordinarily be pro-rated based on time served over the vesting period. • Vesting will normally occur at the normal time except upon death where vesting may be accelerated. • Performance conditions shall still apply. The Remuneration Committee reserves discretion however to determine the exact treatment of awards having due regard to the circumstances at the relevant time. Consideration of employment conditions elsewhere in the Group In setting the Executive Directors’ remuneration, the Committee takes into account the pay and employment conditions applicable across the Group in the reported period. No consultation has been held with employees in respect of Executive Directors’ remuneration Directors’ remuneration report Triad Group Plc | Annual Report and Accounts 2024 | 29 Consideration of shareholders’ views The Remuneration Committee considers the views of institutional investors and published guidelines of its shareholders when making remuneration decisions. Furthermore, the Remuneration Committee is open to conversations with shareholders on the design of the policy and any remuneration decisions made concerning Executive Directors. Annual report on remuneration (audited) Directors' remuneration – single total figure of remuneration The remuneration of each of the Directors for the period they served as a Director are set out below: 2024 Director Basic salary and fees Benefits in kind Pension Total Fixed Pay One-time Discretionary payment Total Variable Pay Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 Executive J C Rigg ¹ 74 – – 74 – – 74 C Rigg (effective 1 June 2023) ² 50 – – 50 – – 50 A Leer ³ 196 17 36 249 45 45 294 T J Eckes ⁴ 156 2 26 184 35 35 219 J McDonald ⁵ 166 – 18 184 35 35 219 Non-Executive A M Fulton (retired 31 July 2023) 17 – – 17 – – 17 C J Duckworth ⁶ 49 – – 49 – – 49 C Rigg (to 31 May 2023) ⁶ 7 – – 7 – – 7 A Lander (appointed 1 June 2023) ⁷ 42 – – 42 – – 42 Total 758 19 80 856 115 115 971 2023 Director Basic salary and fees Benefits in kind Pension Total Fixed Pay One-time Discretionary payment Total Variable Pay Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 Executive J C Rigg 60 – – 60 – – 60 A Leer 180 19 33 232 – – 232 T J Eckes 145 2 25 172 – – 172 J McDonald 153 – 16 169 – – 169 Non-Executive A M Fulton 40 – – 40 – – 40 C J Duckworth 35 – – 35 – – 35 C Rigg 35 – – 35 – – 35 Total 648 21 74 743 – – 743 ¹ John Rigg’s basic salary was increased from £60,000 to £75,000 with effect from 1 May 2023 ² Charlotte Rigg became the Deputy Executive Chairman on 1 June 2023 and her basic salary was increased to £60,000. Directors’ remuneration report 30 | Triad Group Plc | Annual Report and Accounts 2024 ³ Adrian Leer’s basic salary was increased from £200,000 to £220,000 with effect from 1 May 2023 ⁴ Tim Eckes’ basic salary was increased from £150,000 to £165,000 with effect from 1 May 2023 ⁵ James McDonald’s basic salary was increased from £150,000 to £165,000 with effect from 1 May 2023 ⁶ Non-Executive Directors were awarded an increase of £15,000 to £50,000 with effect from 1 May 2023 ⁷ Non-Executive Director Alison Lander’s annual salary is £50,000 and effective from 1 June 2023 Other Remuneration During the period, the Executive Directors were awarded one-time discretionary payments for their commitment to the business during a very challenging year, as follows: Adrian Leer £45,000, Tim Eckes £35,000 and James McDonald £35,000. Other than vesting conditions in relation to outstanding share award schemes (see note 20), no performance measures or targets were in place for either the year ended 31 March 2024 or any prior financial year, upon which any variable pay elements could become payable during the year. Benefits in kind include the provision of company car and medical insurance. Pension includes a 5% employer contribution together with contributions made under an employee salary sacrifice scheme. Three Directors are members of a money purchase pension scheme into which the Group contributed during the year. Payments to past Directors There were no payments to past Directors during the year. Payment for loss of office There were no payments for loss of office during the year. Directors’ interests in shares The Directors who held office at the end of the financial year had the following beneficial interests in the ordinary shares of the Company. 1 April 2023 31 March 2024 J C Rigg 4,794,400 4,794,400 A Leer 305,379 305,379 C J Duckworth 22,026 22,026 T J Eckes 120,374 120,374 C M Rigg 312,000 329,779 J McDonald 27,600 27,600 A J Lander – 147,290 Total 5,581,779 5,746,848 Directors’ remuneration report Directors’ remuneration report Directors’ restricted share units On 30 March 2022 the Committee awarded the Executive Directors the following restricted stock units (RSUs): Director Date award made Number Performance condition Vesting date Adrian Leer 30 March 2022 60,000 135.0p 30 March 2025 Tim Eckes 30 March 2022 60,000 135.0p 30 March 2025 James McDonald 30 March 2022 60,000 135.0p 30 March 2025 The Award will Vest if the Board determines that the Market Value of a Share on the third anniversary of the Award Date is equal to or greater than the Market Value of a Share on the Award Date. The market value at the Award Date is 135p. The total share-based payment expense recognised in the year in respect of Directors’ RSU share options is £53,447 (2023: £53,447). Malus, clawback and hold over periods are as per the Plan. The market price of the Company’s shares was 238.0p at 31 March 2024 and the range during the year was between 105p and 244p. Further details relating to share awards can be found in note 20. Triad Group Plc | Annual Report and Accounts 2024 | 31 32 | Triad Group Plc | Annual Report and Accounts 2024 Annual report on remuneration (unaudited) Performance graph The following graph shows the Group’s performance, measured by total shareholder return, compared with the performance of the FTSE Fledgling Index (“FTSEFI”) also measured by total shareholder return (“TSR”). The FTSEFI has been selected for this comparison because it is an index of companies with similar current market capitalisation to Triad Group Plc. Mar 10 Mar 11 Mar 12 Mar 13 Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23 Mar 24 100 200 300 400 500 600 700 800 900 TRD v FTSE Fledgling Index Year Index Fledgling Triad Chief Executive remuneration For the financial year ended 31 March 2024 the salary of the Executive Chairman was £73,750 (2023: £60,000). Employee salaries increased, on average, by 5.4% in the year (2023: 6.5%). The remuneration paid to the Executive Chairman for the financial years 2015 to 2024 were as follows: 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 £25,000 £25,000 £25,000 £60,000 £60,000 £60,000 £60,000 £60,000 £60,000 £73,750 The annual amounts paid above relate to salary only. The Executive Chairman did not receive any discretionary payments during these periods. Relative importance of spend on pay The total dividends or other cash distributions to shareholders during the year was £996k (2023: £995k), see note 9. The total employee remuneration (including Directors) during the year was £10.677m (2023: £10.028m). Directors’ remuneration report Triad Group Plc | Annual Report and Accounts 2024 | 33 Percentage change in Directors’ remuneration The tables below show the change in Directors’ remuneration for those that held office during the year, compared to the employees of the Company, where Directors and employees have been employed by Triad for the full relevant financial years (2021: 41 employees, 2022: 43 employees, 2023: 57 employees, 2024: 87 employees). Basic salary and fees 2021 2022 2023 2024 J C Rigg 0% 0% 0% 22.9% A Leer 0% 3.6% 10.3% 9.2% T J Eckes n/a 0.1% 10.3% 6.6% J McDonald n/a 9.4% 10.6% 8.6% A M Fulton 0% 0% 0% n/a C J Duckworth 0% 0% 0% 39.3% C Rigg n/a 0% 0% 63.1% A Lander (appointed 1 June 2023) n/a n/a n/a n/a Employees of the Company 3.7% 3.8% 6.5% 5.4% Benefits in kind ¹ 2021 2022 2023 2024 J C Rigg n/a n/a n/a n/a A Leer (1.7%) 19.9% ² 2.3% (7.5%) T J Eckes n/a (23.4%) 4.6% 10.8% J McDonald n/a n/a n/a n/a A M Fulton n/a n/a n/a n/a C J Duckworth n/a n/a n/a n/a C Rigg n/a n/a n/a n/a A Lander (appointed 1 June 2023) n/a n/a n/a n/a Employees of the Company (5.7%) (18.3%) (7.1%) 32.7% ¹ The negative values in this table represent a reduction in costs for the provision of identical benefits ² Represents the increase in provision of company car Other (includes commission and bonus payments) 2021 2022 2023 2024 J C Rigg n/a n/a n/a n/a A Leer n/a 100% (100%) 100% T J Eckes n/a 100% (100%) 100% J McDonald n/a 100% (100%) 100% A M Fulton (100%) ³ n/a n/a n/a C J Duckworth n/a n/a n/a n/a C Rigg n/a n/a n/a n/a A Lander (appointed 1 June 2023) n/a n/a n/a n/a Employees of the Company (9.5%) (44.3%) ⁴ (88.2%) ⁴ 0.0% ³ Represents back pay paid in 2020 ⁴ Represents cessation of a commission scheme for a small number of employees The Group is exempt from disclosing data with respect to the CEO pay ratio due to employee numbers being less than 250. Consideration of matters related to Directors’ remuneration During the financial year, the Remuneration Committee met on three occasions to discuss Directors’ remuneration. No external advice was sought in relation to matters discussed at this meeting. Chris Duckworth Chairman, Remuneration Committee 25 June 2024 Directors’ remuneration report 34 | Triad Group Plc | Annual Report and Accounts 2024 Opinion on the financial statements In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2024 and of the Group’s and Parent Company’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; • the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Triad Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 March 2024 which comprise Group and Company Statement of comprehensive income and expenses, Group and Company Statement of changes in equity, Group and Company statement of financial position, Group and Company Statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and as regards the Parent Company financial statements, as applied in accordance with the provisions 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. Independence Following the recommendation of the audit committee, we were appointed by the Audit Committee to audit the financial statements for the year ended 31 March 2006 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 19 years, covering the years ended 31 March 2006 to 31 March 2024. We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting included: • We considered the nature of the Group, its business model and related risks to going concern arising. • We evaluated the Directors’ assessment of the Group’s ability to continue as a going concern, including challenging the underlying data by comparing it to actual performance in the previous financial year to consider the historical accuracy of the Directors’ forecast, client contracts and comparing it to post year-end financial performance. • We challenged the rationale for the key assumptions used, levels of future revenue and staff costs by comparing them against previous financial performance and enquires with management. • We examined the forecasts and stress test provided by the Group and the appropriateness of the assumptions made. • We tested the integrity of the models by checking the formulae, the arithmetic accuracy and any hard coding. • Enquires were made of management as to any future events or conditions that may affect the Group’s ability to continue as a going concern, we have also inspected the minutes of Board meetings to support our enquiries. Independent auditor’s report to the members of Triad Group Plc Triad Group Plc | Annual Report and Accounts 2024 | 35 • We assessed the availability of cash to the Group over the forecast period and the level of headroom available. • Reviewing post-balance sheet results, specifically the cash flow position against that budgeted; and • Considering the adequacy of the disclosures in the financial statements against our knowledge of the Group, the Directors’ going concern assessment and the requirements of the accounting standards. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue ND we have concluded that Director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview Coverage 100% (2023: 100%) of Group revenue Key audit matters Revenue recognition 2024 2023 X X Materiality Group financial statements as a whole £70k (2023: £74k) based on 0.5% (2023: 0.5%) of revenue An overview of the scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. The Group operates solely in the United Kingdom. The Group consists of six companies, five of which are dormant, with the Parent Company being the only trading entity and the significant component. The Group engagement team performed a full scope audit on the Parent Company. Climate change Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included: • Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report; • Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; • Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk assessment as to how the impact of the Group’s commitment as set out in page 11 may affect the financial statements and our audit; • We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in management’s going concern assessment and viability assessment; and • We also assessed the consistency of managements disclosures included as Other Information on pages 10 and 11 with the financial statements and with our knowledge obtained from the audit. Independent auditor’s report to the members of Triad Group Plc 36 | Triad Group Plc | Annual Report and Accounts 2024 Independent auditor’s report to the members of Triad Group Plc Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the scope of our audit addressed key audit matter Revenue recognition As detailed in note 1 and 4 to the financial statements. We considered there to be a significant risk of material misstatement due to fraud relating to the existence of revenue at year end and (cut-off) overstatement of revenue. We believe this fraud risk could arise through: • Fraudulent journal postings to revenue to inappropriately overstate revenue for the year. • Time and bill revenue could be incorrectly included/recognised at the year end, to inflate results for the year end. • Fictitious contractors could be created to increase revenue in the year. • Contractor accruals could be manipulated by omitting liabilities relating to revenue recognised or defer costs into the following period. This would result in costs being recognised in a period after revenue recognition. • Accrued income could also be inappropriately calculated and recognised, resulting in overstatement of revenue at year end. • There is a risk the disclosures made in the financial statements are not complete and accurate due to their complexity and details as required by applicable accounting standard. In view of the significance of revenue recognition to the financial statements and the potential for fraud this was considered to be a key audit matter. We obtained an understanding of the process follow as well as design and implementation of controls within revenue. We obtained an extract of all journals relating to revenue and tested all postings based on a defined risk criteria and where the contra entries do not align with expectations. These were agreed to supporting documentation. Manual adjustments to revenue in the consolidation were tested and agreed to supporting documentation. We performed testing on a sample basis over the revenue postings pre and post year end, agreeing the posting to supporting documentation, ensuring the transaction was recorded in the correct period and revenue was recognised appropriately. We performed testing on a sample basis over the contractor costs incurred before and after the year end, agreeing these to supporting documentation and checking that the revenue associated with these has been recorded in the correct period. We agreed a sample of new contractors and customers during the period to supporting documentation to confirm existence. We planned to test a sample of credit notes for time and bill revenue recognised post year end. As none were seen to have been posted in April 2024 we considered whether this was in line with month-on-month credit note totals and also extended our testing into May 2024 in order to confirm revenue had been recognised in the correct period. We performed testing on a sample basis over the timecards either side of the year end, agreeing them to sales invoices to ensure they have been recorded in the correct period. We performed testing on a sample basis over the revenue postings throughout the year, agreeing the postings to payment, timecard, confirmation of charge out rate and sales invoice as appropriate, ensuring the transactions exist and are recorded in line with the accounting policy and in the correct accounting period. We tested a sample of year end accrued income balances and agreed them to sales invoices, bank payment where appropriate and timecards. We have audited the disclosures made in the financial statements agreeing back to the supporting data and other work performed to audit revenue transactions. Key observations: Based on the procedures performed we did not identify any matters that revenue recognition was inappropriate. Triad Group Plc | Annual Report and Accounts 2024 | 37 Independent auditor’s report to the members of Triad Group Plc Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Group and Parent Company financial statements 2024 £k 2023 £k Materiality 70 74 Basis for determining materiality 0.5% of revenue 0.5% of revenue Rationale for the benchmark applied We consider revenue to be the most appropriate benchmark as it is one of the principal considerations for users of the financial statements in assessing the financial performance and development of the Group and Parent Company. We consider revenue to be the most appropriate benchmark as it is one of the principal considerations for users of the financial statements in assessing the financial performance and development of the Group and Parent Company. Performance materiality 52 55 Basis for determining performance materiality 75% of materiality, the threshold was selected to reflect the amount of balances subject to estimation, the amount of audit differences historically arising and the mainly substantive approach to the audit. 75% of materiality, the threshold was selected to reflect the amount of balances subject to estimation, the amount of audit differences historically arising and the mainly substantive approach to the audit. The Group consists of six companies, five which are dormant, with the Parent Company being the only trading entity and significant component. As such, 100% of Group materiality was allocated to the Parent Company (2023: 100%). Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £3.5k (2023: £4k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 38 | Triad Group Plc | Annual Report and Accounts 2024 Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. Going concern and longer-term viability • The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 6, 17 and 18; and • The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on pages 17 and 18. Other Code provisions • Directors' statement on fair, balanced and understandable set out on page 16; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 6; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 22; and • The section describing the work of the audit committee set out on page 21. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in this information. In our opinion, based on the work undertaken in the course of the audit information about the Parent Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Group and Parent Company. Independent auditor’s report to the members of Triad Group Plc Triad Group Plc | Annual Report and Accounts 2024 | 39 Independent auditor’s report to the members of Triad Group Plc Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Statement of Directors’ responsibilities within the Directors’ report, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and Parent Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework, rules of the London Stock Exchange, the Companies Act 2006 and relevant tax compliance regulations. We made enquires of management, those responsible for legal and compliance procedures and the Company Secretary. We corroborated our enquires through our review of board minutes and papers provided to the Audit Committee; and • We reviewed correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations. We reviewed the financial statement disclosures and agreed to supporting documentation. We involved tax specialists in the audit and reviewed legal expenditure accounts to understand the nature of expenditure incurred. 40 | Triad Group Plc | Annual Report and Accounts 2024 Triad Group Plc | Annual Report and Accounts 2024 | 41 Independent auditor’s report to the members of Triad Group Plc Fraud • We assessed the susceptibility of the Group’s and Parent Company’s financial statements to material misstatements, including how fraud might occur, by meeting with management from across the Group to understand where they considered there was a susceptibility to fraud; • We obtained an understanding of the Group’s policies and procedures relating to, detecting and responding to the risks of fraud, and internal controls established to mitigate risks related to fraud. • Fraud risk could manifest itself in relation to management override of controls and in the existence of revenue (revenue recognition assessed as a Key Audit Matter above) through fraudulent postings to revenue at year end; incorrect revenue recognition at year end; fictitious contractors or customers; manipulation of contractor accruals; and manipulation of accrued income. The audit procedures performed in relation to revenue recognition are documented in the key audit matter section of our audit report; • We also addressed the risk of management override of internal controls, through the testing of journals and evaluation of whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud; • We reviewed minutes of meetings of those charged with governance for any known or suspected instances of fraud and enquired with management and those charged with governance regarding any known or suspected instances of fraud; • We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud, and considered remuneration incentive schemes and performance targets and the related financial statements areas impacted by these; and • We tested the appropriateness of journal entries and other adjustments and assess whether the judgements made in making accounting estimates could be indicative of a potential bias. We evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business; and • We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Owen Pettifor (Senior Statutory Auditor) 25 June 2024 For and on behalf of BDO LLP, Statutory Auditor London, UK BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 42 | Triad Group Plc | Annual Report and Accounts 2024 Statements of comprehensive income and expense for the year ended 31 March 2024 Group and Company Note 2024 £’000 2023 £’000 Revenue 4 14,046 14,858 Cost of sales (11,227) (11,354) Gross profit 2,819 3,504 Administrative expenses (4,097) (3,469) (Loss)/Profit from operations 5 (1,278) 35 Finance income 13 40 17 Finance expense 6 (53) (43) (Loss)/Profit before tax (1,291) 9 Tax Credit/(Charge) 8 278 (53) Loss for the year and total comprehensive loss attributable to equity holders of the parent (1,013) (44) Basic loss per share 10 (6.10p) (0.27p) Diluted loss per share 10 (6.10p) (0.27p) All amounts relate to continuing activities. The notes on pages 46 to 64 form part of the financial statements. Triad Group Plc | Annual Report and Accounts 2024 | 43 Statements of changes in equity for the year ended 31 March 2024 Group Share Capital £’000 Share premium account £’000 Capital redemption reserve £’000 Retained earnings £’000 Total £’000 At 1 April 2022 165 880 104 4,869 6,018 Loss for the year and total comprehensive loss – – – (44) (44) Ordinary shares issued 1 14 – – 15 Dividend paid (note 9) – – – (995) (995) Share-based payments – – – 200 200 At 1 April 2023 166 894 104 4,030 5,194 Loss for the year and total comprehensive loss – – – (1,013) (1,013) Ordinary shares issued – 12 – – 12 Dividend paid (note 9) – – – (996) (996) Share-based payments – – – 202 202 At 31 March 2024 166 906 104 2,223 3,399 Company Share Capital £’000 Share premium account £’000 Capital redemption reserve £’000 Retained earnings £’000 Total £’000 At 1 April 2022 165 880 104 4,864 6,013 Loss for the year and total comprehensive loss – – – (44) (44) Ordinary shares issued 1 14 – – 15 Dividend paid (note 9) – – – (995) (995) Share-based payments – – – 200 200 At 1 April 2023 166 894 104 4,025 5,189 Loss for the year and total comprehensive loss – – – (1,013) (1,013) Ordinary shares issued – 12 – – 12 Dividend paid (note 9) – – – (996) (996) Share-based payments – – – 202 202 At 31 March 2024 166 906 104 2,218 3,394 Share capital represents the amount subscribed for share capital at nominal value. The share premium account represents the amount subscribed for share capital in excess of the nominal value. The capital redemption reserve represents the nominal value of the purchase and cancellation of its own shares by the Company in 2002. Retained earnings represents the cumulative net gains and losses recognised in the statement of comprehensive income and expense. The notes on pages 46 to 64 form part of the financial statements. 44 | Triad Group Plc | Annual Report and Accounts 2024 Statements of financial position at 31 March 2024 Group Company Note 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Non-current assets Intangible assets 11 – 1 – 1 Property, plant and equipment 12 173 199 173 199 Right-of-use assets 13 389 572 389 572 Finance lease receivables 13 297 396 297 396 Deferred tax 8 386 108 386 108 1,245 1,276 1,245 1,276 Current assets Trade and other receivables 15 3,105 2,541 3,105 2,541 Finance lease receivables 13 99 94 99 94 Cash and cash equivalents 16 2,052 4,795 2,052 4,795 5,256 7,430 5,256 7,430 Total assets 6,501 8,706 6,501 8,706 Current liabilities Trade and other payables 17 (2,152) (2,269) (2,157) (2,274) Short term provisions 18 (136) – (136) – Lease liabilities 13 (215) (292) (215) (292) (2,503) (2,561) (2,508) (2,566) Non-current liabilities Long term provisions 18 (61) (197) (61) (197) Lease liabilities 13 (538) (754) (538) (754) (599) (951) (599) (951) Total liabilities (3,102) (3,512) (3,107) (3,517) Net assets 3,399 5,194 3,394 5,189 Shareholders’ equity Share capital 19 166 166 166 166 Share premium account 906 894 906 894 Capital redemption reserve 104 104 104 104 Retained earnings 2,223 4,030 2,218 4,025 Total shareholders’ equity 3,399 5,194 3,394 5,189 Triad Group Plc is registered in England and Wales with registered number 02285049 The financial statements on pages 42 to 65 were approved by the Board of Directors and authorised for issue on 25 June 2024 and were signed on its behalf by: Adrian Leer Director James McDonald Director Registered number 02285049 The notes on pages 46 to 64 form part of the financial statements. Triad Group Plc | Annual Report and Accounts 2024 | 45 Statements of cash flows for the year ended 31 March 2024 Group and company Note 2024 £’000 2023 £’000 Cash flows from operating activities (Loss)/Profit for the year before taxation (1,291) 9 Adjustments for: Depreciation of property, plant and equipment 12 66 87 Amortisation of right of use assets 13 183 185 Amortisation of intangible assets 11 1 1 Interest received 13 (40) (17) Finance expense 6 52 43 Share-based payment expense 202 200 Changes in working capital (Increase)/Decrease in trade and other receivables (564) 143 (Decrease)/Increase in trade and other payables (117) 32 Cash (used)/generated by operations (1,508) 683 Deposit interest received 17 – Foreign exchange (loss)/gain (2) 1 Net cash (outflow)/inflow from operating activities (1,493) 684 Investing activities Finance lease interest received 13 24 17 Finance lease payments received 13 94 102 Purchase of property, plant and equipment 12 (40) (9) Net cash generated from investing activities 78 110 Financing activities Proceeds of issue of shares 12 15 Lease liabilities principal payments 13 (293) (300) Lease liabilities interest payments 13 (51) (44) Dividends paid 9 (996) (995) Net cash outflow from financing activities (1,328) (1,324) Net decrease in cash and cash equivalents (2,743) (530) Cash and cash equivalents at beginning of the period 4,795 5,325 Cash and cash equivalents at end of the period 16 2,052 4,795 The notes on pages 46 to 64 form part of the financial statements. 46 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 1. Principal accounting policies Basis of preparation for Group and Company The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards (IFRSs) and the provisions of the Companies Act 2006. These financial statements have been prepared on a historical cost basis and are presented in pounds sterling, generally rounded to the nearest thousand, the presentational currency of the Group. The functional currency of the Parent Company is pounds sterling. Going concern The Group’s business activities (including the Parent Company), together with the factors likely to affect its future development, performance and position, are set out in the Strategic report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Strategic report. In addition, note 3 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposure to credit risk and liquidity risk. The Group meets its day to day working capital requirements through cash reserves. The Group operates an efficient low-cost and historically cash generative model. The client base generally consists of large blue-chip entities, particularly within the public sector, enjoying long-term and productive client relationships. As such, debtor recovery has been reliable and predictable with a very low exposure to bad debts. For the year ended 31 March 2024, the Group has not utilised any external debt or financing instruments and in March 2024 the existing invoicing facility was terminated. The going concern assessment considered a number of realistic scenarios covering the period ending 30 September 2025, including the ability of future client acquisition, and the impact of the reduction in services of key clients upon future cash flows. In addition, The most severe scenario possible modelled, assumed all current client contracts discontinued at expiry with no extension or replacement and with no cost mitigation. Even in this most extreme scenario, the Group has enough liquidity and long-term contracts to support the business through the going concern period. The Directors have concluded from these assessments that the Group would have sufficient headroom in cash balances to continue in operation. Further information in relation to the Directors’ consideration of the going concern position of the Group is contained in the Viability statement on page 9. After making enquiries, including a review of the wider economy including inflationary pressures and the Ukraine conflict, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and at least twelve months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. Basis of consolidation Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee and the ability of the investor to use its power to affect those variable returns. The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. Property, plant and equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and any impairment in value. Depreciation is calculated as to write off the cost of assets, less their estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned. Depreciation is charged to administrative expenses in the statement of comprehensive income and expense. The principal annual rates used for this purpose are: % Computer hardware 25-33 Fixtures and fittings 10-33 Motor vehicles 25-33 Leasehold improvements 10-33 Triad Group Plc | Annual Report and Accounts 2024 | 47 Notes to the financial statements for the year ended 31 March 2024 Intangible assets Intangible assets are stated at cost, net of accumulated amortisation and any impairment in value. The cost of internally developed software is the attributable salary costs and directly attributable overheads. Amortisation is calculated to write off the cost of assets, less their estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned. Amortisation is charged to administration expenses in the statement of comprehensive income and expense. The principal annual rates used for this purpose are: % Purchased computer software 25–33 Impairment of non-financial assets Non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount the asset is written down accordingly. Impairment is charged to administration expenses in the statements of comprehensive income and expense. Trade and other receivables Trade and other receivables are initially recognised at fair value plus transaction costs, and subsequently measured at amortised cost using the effective interest method, less provision for impairment. At each reporting date an amount of impairment is recognised as lifetime expected credit losses (lifetime ECL’s). Lifetime ECL’s are calculated using a provision matrix that groups trade receivables according to the time past due, and at provision rates based on historical observed default rates, adjusted for forward looking estimates. At every reporting date, the historical observed default rates and forward- looking estimates are updated. Cash and cash equivalents Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less subject to insignificant risk of changes in value. Trade and other payables Trade and other payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. Leases The Group as Lessee: All leasing arrangements, where the Group is the lessee (defined as leases that last more than one year or of a high value), are recognised as a lease liability and corresponding right-of-use asset. Lease liability: The lease liability is calculated as the discounted total fixed payments for the lease term, termination payments, exercise price of purchase options, residual value guarantee and certain variable payments. An interest charge is recognised in the statement of comprehensive income and expense on the lease liability at an incremental borrowing rate. The lease liability is presented across separate lines (current and non-current) in the statement of financial position. The lease liability increases to reflect the interest charge on the lease liability, at an incremental borrowing rate. The lease liability reduces over the period of the lease as payments are made. The lease liability is re- calculated if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment to purchase the underlying assets. Right-of-use assets: The right-of-use asset is calculated as the original lease liability, initial direct costs and amounts paid upfront. The right of use asset is subsequently measured at cost less accumulated amortisation. The amortisation is charged on a straight-line basis over the life of the lease. The Group as lessor: For the year ended 31 March 2024 lessor arrangements follow the accounting treatment ‘IFRS 16 Leases’. Where the lease indicates a finance lease a lease receivable is recognised and the right of use asset is derecognised. The lease receivable is calculated as the discounted total lease receipts for the lease term. Interest income is subsequently recognised in the statement of comprehensive income and the payment received against the lease receivable. The balance reduces over the lease term as the initially recognised asset is de- recognised and receipts are received. Foreign currencies Assets and liabilities expressed in foreign currencies are translated into sterling at the exchange rate ruling on the date of the statement of financial position. Transactions in foreign currencies are recorded at the exchange rate ruling as at the date of the transaction. All differences on exchange are taken to the statement of comprehensive income and expense in the year in which they arise. 48 | Triad Group Plc | Annual Report and Accounts 2024 Revenue Revenue recognised in any financial period is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is either recognised at a ‘point in time’ when a performance obligation has been performed, or ‘over time’ as control of the performance obligation is transferred to the customer. The majority of the Group’s revenue is derived from the provision of services under time and materials contracts. Typically, contracts are long-term and greater than one year, and work streams are managed by individual statements of work within that contract up to and sometimes exceeding the contract value, where this has been agreed with the customer. Performance obligations under such contracts relate to the provision of staff to customers. The transaction price of the performance obligation is determined by reference to charge-out rates for supplied staff specified in the contract and any recoverable expenses. Since the customer simultaneously receives and consumes the benefits of the Group’s performance obligations under such contracts, revenue is recognised over time using the output method which uses a direct measurement of value to the customer of the services transferred to date. Where temporary workers are supplied to customers, the associated revenue is recognised gross (inclusive of the cost of the temporary workers) since the Group is acting as principal. Under IFRS 15, in order to be recognised as principal, there must be a transfer of control from the vendor to the customer. Where the Group provides temporary contractors, it is acting as principal since it receives resourcing requirements directly from the customer, has prime responsibility to find suitable candidates and negotiate pay rates with them, and delivers the resources to the client including acceptance that the service provided meets the client’s expectations. The Group is acting as principle and therefore revenue is recognised as the gross amount invoiced to customers. In relation to time and materials contracts, since it has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Group’s performance completed to date, the Group recognises revenue in the amount to which it has a right to invoice. Revenue from fixed price contracts, which may include software and product development or support contracts, is determined by reference to those fixed prices, agreed at inception of the contract. For fixed price contracts revenue is recognised on an over time basis using the input (percentage completion) method. Percentage completion is calculated as the total hours worked as at the statement of financial position date divided by the total expected hours to be worked to complete the project. Milestones are set deliverables or time- based and are agreed at inception of the contract. Revenue for permanent recruitment services is based on a percentage of a successful candidate’s remuneration Notes to the financial statements for the year ended 31 March 2024 package, as agreed with the customer at inception of the contract. Revenue is recognised at a point in time when the performance obligation has been satisfied which is deemed to be at the time the candidate commences employment and subject to a provision for clawback of fees for candidates that leave prior to the notice period ending. Revenue from licences is recognised net at the point of transaction. The Group enters into a distinct contract with a client for the licences. The Group acts as a reseller and the Client is bound by the terms and conditions of the end user agreement of the licence provider. As control of the licences are transferred to the client at contract agreement, the Group is acting as agent which enables the recognition of revenue at the point of transaction. The Company has taken advantage of the practical exemption not to disclose the value of unfilled performance obligations as the contracts ongoing at the period end are for less than 12 months. Taxation The charge for taxation is based on the profit or loss for the year as adjusted for disallowable items. It is calculated using tax rates that have been enacted or substantively enacted by the statement of financial position date. Full provision is made for deferred tax on all temporary differences resulting from the difference between the carrying value of an asset or liability and its tax base, and on tax losses carried forward indefinitely. Deferred tax assets are recognised to the extent that it is probable that the deferred tax asset will be recovered in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Pension costs Contributions to defined contribution plans are charged to the statements of comprehensive income and expense as the contributions accrue. Share-based payments Share-based incentive arrangements are provided to employees under the Group’s share option and conditional share incentive award scheme. Both awards granted to employees are valued at the date of grant using an appropriate option pricing model and are charged to operating profit over the performance or vesting period of the scheme. The annual charge is not modified for shares lapsed, but is modified to take account of shares forfeited by employees who leave during the performance or vesting period and, in the case of non-market related performance conditions, where it becomes unlikely the option will vest. Provisions A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, expected Triad Group Plc | Annual Report and Accounts 2024 | 49 Notes to the financial statements for the year ended 31 March 2024 future cash flows are discounted using a current pre-tax rate that reflects the risks specific to the liability. Calculations of these provisions require judgements to be made. The Group has provided for property dilapidation as detailed in note 18. New standards and interpretations Climate change accounting In preparing the Consolidated financial statements management has considered the impact of climate change, particularly in the context of the disclosures included in the Strategic Report. These considerations did not have a material impact on the financial reporting judgements and estimates. A number of amendments to existing standards have been issued but which are not yet mandatory, and have not been adopted by the Group in these financial statements. The Directors do not anticipate that their adoption in future periods will have a material impact on the financial statements of the Group. The Group has also considered the following standards and amendments to published standards are effective for periods on or after 1 January 2023, and concluded they do not have a material impact upon the financial statements: • FRS 17 Insurance Contracts • Amendments to IAS 1 Presentation of Financial Statements Amendments to IAS 8 Accounting policies • Changes in Accounting Estimates and Errors Amendments to IAS 12 Income taxes Statements of cash flows The Group considers that share based payment expense is a key staff reward mechanism to encourage profitable growth and is therefore classified within cash flows from operating activities in the cash flow statement. Deposit interest received is derived from short-term and typically overnight interest-bearing accounts and is generated as a consequence of excess cash balances and is therefore not classified within operating activities. Finance lease interest received is generated by the recognition of a finance lease receivable associated with a sub-tenant in one property, and is therefore classified as an investing activity. 2. Critical accounting estimates and judgements Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Key judgements and sources of estimation uncertainty IFRS 16 leases A right-of-use asset of £0.4m (2023: £0.6m), a total lease liability of £0.8m (2023: £1.0m) and a finance lease receivable of £0.4m (2023: £0.5m) have been recognised in accordance with the accounting policies on page 47 with respect to IFRS 16 ‘Leases’. The Directors have made the following critical accounting estimates and judgements in relation to these balances: • Lease term: The Directors are of the opinion that property lease assets and liabilities should generally be calculated with relation to the first available break date as the expectation is that the lease break may be taken. During the lease break review period, trading and market conditions will be taken into account and assets and liabilities will be calculated. • Incremental borrowing rate (IBR): The Directors have calculated the IBR at 5%, based upon readily available credit facilities and Bank of England base rate, covering a time frame commensurate with the time to the first available break date. Would the IBR calculation at inception of the leases have increased by 20% (100 basis points or 1%) to 6%, then at the balance sheet date the Right of Use asset would reduce by £10k to £378k, the finance lease receivable would reduce by £9k to £387k and the lease liability would reduce by £34k to £719k. Dilapidation provisions: The Directors have recognised a dilapidation provision for both the leases held totalling £197,000 (2023: £197,000). The provision is required to recognise the costs of restoring the properties to their original state at the end of the lease period as a consequence of wear and tear during tenancy, as required under the lease obligations. The provision has been calculated based upon industry accepted current averages on floor space by price per square meter and the Directors’ experience with the landlords, as well as experience in similar negotiations. Should the average price per square metre vary by 20% the provision required would increase or decrease by £51,000. Deferred taxation: The Directors have recognised a deferred tax asset of £386k (2023: £108k). This asset is to recognise the expectation that corporation tax losses brought forward will be utilised against future probable taxable profits. The Directors’ have based this upon a estimation of the level of taxable profits in the medium- term. If the estimated future taxable profits varies by 20% the deferred tax asset would increase or decrease by £83k. Operating Segment: The Directors consider that there is only a single operating segment of the entity. 50 | Triad Group Plc | Annual Report and Accounts 2024 3. Financial risk management The Group uses financial instruments that are necessary to facilitate its ordinary purchase and sale activities, namely cash and trade payables and receivables: the resultant risks are foreign exchange risk, interest rate risk, credit risk and liquidity risk. The Group does not use financial derivatives in its management of these risks. The Board reviews and agrees policies for managing these risks and they are summarised below. These policies are consistent with last year. 3.1 Financial risk factors Foreign exchange risk There are a small number of routine trading contracts with both suppliers and clients in euros. In all such circumstances the contracts with supplier and client will be in the same currency thereby mitigating the Group’s exposure to movements in exchange rates. Payments and receipts are made through a bank account in the currency of the contract therefore balances held in any foreign currency are to facilitate day to day transactions. With the trading Company’s functional currency of sterling there are the following foreign currency net assets: Group and company Note 2024 £'000 2023 £'000 Currency: Euros Cash and cash equivalents 16 44 18 Trade and other receivables 15 1 – Trade and other payables 17 (5) – 40 18 Any changes in foreign exchange rates would not have a significant impact on the results of the Company. Interest rate risk During the year, the Group had access to a financing facility with a major UK bank. At the balance sheet date in the current or prior year this facility had not been utilised. The facility borrowing rate was 1.75% above base rate and so when required to be utilised, this represented an interest rate risk. During the year, the Lloyds invoicing facility was deemed to be not appropriate to support the business model and was terminated. Cash balances are held on deposit from time to time overnight in short-term interest-bearing accounts, repayable on demand: these attract interest rates which fluctuate in relation to movements in bank base rate. This maintains liquidity and does not commit the Group to long term deposits at fixed rates of interest. There were no borrowings, aside from lease liabilities arising from the application of IFRS 16, during the year. Credit risk The Group is mainly exposed to credit risk from credit sales. It is Group policy to assess the credit risk of new customers before entering into contracts. Each new customer is assessed, using external ratings and relevant information in the public domain before any credit limit is granted. In addition, trade receivables balances are monitored on a regular basis to minimise exposure to credit losses. There was no charge to the income statement during the year (2023: credited to the income statement £9,000). The Group is also exposed to credit risk from contract assets, being revenue earned but not yet invoiced (note 15). The Group also has credit risk from cash deposits with banks (note 16). The Group’s maximum exposure to credit risk is: Note 2024 £'000 2023 £'000 Finance lease receivable 13 396 490 Trade and other receivables 15 2,729 2,001 Contract assets 15 203 225 Cash and cash equivalents 16 2,052 4,795 5,380 7,511 Liquidity risk The Group’s liquidity risk arises from its management of working capital. Due to the changing nature of the core business, during the year the Group terminated an invoicing facility with Lloyds. The Board receives regular cash flow and working capital projections to enable it to monitor its cash flow. At the statement of financial position these projections indicated that the Group expected to have sufficient liquid resources to meet its reasonably expected obligations. Maturity of financial liabilities is set out in note 17. Capital risk management The Group’s capital comprises of shareholders’ equity. Its objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to maximise shareholder value. To maintain or adjust the capital structure the Group may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or alter the level of borrowings. 3.2 Fair value estimation The carrying value of financial assets and liabilities approximate their fair values. Notes to the financial statements for the year ended 31 March 2024 Triad Group Plc | Annual Report and Accounts 2024 | 51 Notes to the financial statements for the year ended 31 March 2024 4. Revenue The Group operates solely in the UK. All material revenues are generated in the UK. The largest single customer contributed 20% of Group revenue (2023: 32%) and was in the public sector. Four other customers, 3 public, 1 private, contributed more than 10% of Group revenue (2023: four, 2 public, 2 private). Disaggregation of revenue In accordance with IFRS 15, the Group disaggregates revenue by contract type as management believe this best depicts how the nature, timing and uncertainty of the Group’s revenue and cash flows are affected by economic factors. Accordingly, the following table disaggregates the Group’s revenue by contract type: Group and company 2024 £'000 2023 £'000 Time and materials 13,344 14,386 Fixed price 708 442 Permanent recruitment fees – 18 Licences (6) 12 14,046 14,858 Licence revenue of -£6k (2023: 12k) in the current year is due to adverse foreign exchange rates differences in the contract period. The Group also disaggregates revenue by operating sector reflecting the different commercial risks (e.g. credit risk) associated with each. Group and company 2024 £'000 2023 £'000 Public sector 11,385 11,597 Private sector 2,661 3,261 14,046 14,858 Contract balances For all contracts, the Group recognises a contract liability to the extent that payments made are greater than the revenue recognised at the period end date. When payments are made less than the revenue recognised at the period end date, the Group recognises a contract asset for the difference. Contract assets and contract liabilities are included within ‘trade and other receivables’ and ‘trade and other payables’ respectively on the face of the statement of financial position. Contract assets Contract liabilities Group and company 2024 £’000 2023 £’000 2024 £’00 2023 £’000 At 1 April 375 471 (37) (116) Transfers in the period from contract assets to trade receivables (375) (471) – – Excess of revenue recognised over cash (or right to cash) being recognised in the period 203 375 – – Amounts included in contract liabilities that was recognised as revenue in the period – – 37 116 Cash received in advance of performance and not recognised as revenue in the period – – (68) (37) At 31 March 203 375 (68) (37) There is no expectation of a material expected lifetime credit loss arising in relation to contract assets. There are no contract assets and contract liabilities within the same contract. 52 | Triad Group Plc | Annual Report and Accounts 2024 5. (Loss)/Profit from operations 2024 £'000 2023 £'000 (Loss)/Profit from operations is stated after charging: Depreciation of owned assets (note 12) 66 87 Amortisation of right of use assets (note 13) 183 185 Amortisation of intangible assets (note 11) 1 1 Auditor remuneration: Audit of financial statements: Group and Company 175 94 6. Finance expense 2024 £'000 2023 £'000 Interest expense on lease liability 51 44 Net foreign exchange loss/(gain) 2 (1) Total finance expense 53 43 7. Employees and Directors Group and company 2024 Number 2023 Number Average number of persons (including Directors) employed during the year Senior management 9 9 Fee earners 95 93 Sales 8 8 Administration and finance 5 5 117 115 At the year end, the number of permanent fee earners as at 31 March 2024 was 116 (2023: 96). Included in senior management are 2 non-Board members who may be fee earning from time to time. Staff costs for the above persons (including Directors) 2024 £'000 2023 £'000 Wages and salaries 8,461 7,907 Social security costs 1,005 981 Defined contribution pension costs 1,009 940 Equity settled share-based payments 202 200 10,677 10,028 Notes to the financial statements for the year ended 31 March 2024 Triad Group Plc | Annual Report and Accounts 2024 | 53 Notes to the financial statements for the year ended 31 March 2024 Directors 2024 £'000 2023 £'000 Emoluments 872 648 Benefits in kind 20 21 Money purchase pension contributions 79 74 Total remuneration 971 743 Social security costs 110 85 1,081 828 Three Directors (2023: 3) had retirement benefits accruing under money purchase pension schemes. Key management personnel are considered to be the Directors. Further information on Directors’ remuneration can be found on page 24. 8. Tax (credit)/charge 2024 £'000 2023 £'000 Current tax Current tax on (loss)/profits for the year – – Deferred tax (Increase)/Decrease in recognised deferred tax asset (278) 40 Change in tax rate – 13 Total tax (credit)/charge for the year (278) 53 The differences between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to (losses)/profits for the year are as follows: 2024 £'000 2023 £'000 (Loss)/profit before tax (1,291) 9 (Loss)/profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2023: 19%) (323) 2 Expenses not deductible for tax purposes 67 4 Allowances recognised (18) (13) (Recognition)/Derecognition of deferred tax on losses (4) 58 Change in tax rate – 13 Prior year adjustments – (11) Tax (credit)/charge for the year (278) 53 54 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 2024 £'000 2023 £'000 Deferred tax asset The movement in deferred tax is as follows: At beginning of the year 108 161 Reversal of previously unrecognised/(recognised) deferred tax on losses 278 (40) Tax rate changes – (13) At end of the year 386 108 Deferred tax assets have been recognised in respect of tax losses where the Directors believe it is probable that the assets will be recovered. This expectation of recovery is calculated by modelling estimates of future taxable profits that can be offset with historic trading losses brought forward. In calculating this taxable profit, probabilities are applied to current forecasts and adjustments to taxable profits are taken into consideration. A deferred tax asset amounting to £461,000 (2023: £484,000) has not been recognised in respect of trading losses of £1,842,297 (2023: £1,934,000), which can be carried forward indefinitely. Deferred tax assets have not been recognised for potential temporary differences arising from unexercised share options and Restricted stock options of £296k (2023: £130k) and general provisions of £27k (2023: £21k) as the Directors believe it is not certain these assets will be recovered. The UK Budget on 3 March 2021 announced an increase in the UK corporation tax rate from 19% to 25% with effect from 1 April 2023. The effect of the rate increase is reflected in the consolidated financial statements as has been substantively enacted at the balance sheet date. 9. Dividends 2024 £'000 2023 £'000 Final dividend for the year ended 31 March 2023 – 4p (2022: 4p) per share (declared and paid in the following year) 664 663 Interim dividend for the year ended 31 March 2024 – 2p (2023: 2p) per share 332 332 Total dividend paid 996 995 The Directors propose a final dividend of 4p per share (2023: 4p per share), bringing the total dividend to 6p for the financial year (2023: 6p per share). 10. Losses per ordinary share Losses per share have been calculated on the loss for the year divided by the weighted average number of shares in issue during the period based on the following: 2024 2023 Loss for the year (£1,013,000) (£44,000) Average number of shares in issue 16,600,680 16,565,870 Effect of dilutive options – – Average number of shares in issue plus dilutive options 16,600,680 16,565,870 Basic loss per share (6.10p) (0.27p) Diluted loss per share (6.10p) (0.27p) Triad Group Plc | Annual Report and Accounts 2024 | 55 Notes to the financial statements for the year ended 31 March 2024 11. Intangible assets Group and Company Purchased software £'000 Cost At 31 March 2022 128 Additions – Disposals – At 31 March 2023 128 Additions – Disposals – At 31 March 2024 128 Accumulated amortisation/impairment At 31 March 2022 126 Charge for the year 1 Disposals – At 31 March 2023 127 Charge for the year 1 Disposals – At 31 March 2024 128 Net book value At 31 March 2024 – At 31 March 2023 1 56 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 12. Property, plant and equipment Group and company Computer hardware £'000 Fixtures & fittings £'000 Motor vehicles £'000 Total £'000 Cost At 31 March 2022 236 590 4 830 Additions 7 2 – 9 Disposals (2) – – (2) At 31 March 2023 241 592 4 837 Additions 36 4 – 40 Disposals – – – – At 31 March 2024 277 596 4 877 Accumulated depreciation At 31 March 2022 164 384 4 552 Charge for the year 30 57 – 87 Disposals (1) – – (1) At 31 March 2023 193 441 4 638 Charge for the year 26 40 – 66 Disposals – – – – At 31 March 2024 219 481 4 704 Net book value At 31 March 2024 58 115 – 173 At 31 March 2023 48 151 – 199 13. Leases The Group as a lessee: The Group has lease contracts for its office premises with terms remaining ranging from 6 months to 4 years. The lease liability has been calculated on the basis of the termination option being taken. There are no other future cash outflows in relation to the lease to which the Group is potentially exposed. Each lease is represented on the balance sheet as a right of use asset and a lease liability. Short-term leases are not recognised and expensed to the profit and loss statement. Triad Group Plc | Annual Report and Accounts 2024 | 57 Notes to the financial statements for the year ended 31 March 2024 Right-of-use assets The carrying amounts of the right-of-use assets are as follows: Land and buildings Total £'000 £'000 At 31 March 2022 Opening position 345 345 Change in lease term 412 412 Amortisation (185) (185) At 31 March 2023 572 572 Amortisation (183) (183) At 31 March 2024 389 389 Lease liabilities The carrying amount of the lease liabilities recognised are as follows: Land and buildings Total £'000 £'000 At 31 March 2022 Opening position 426 426 Change in lease term 920 920 Interest expense 44 44 Lease payments (344) (344) At 31 March 2023 1,046 1,046 Interest expense 51 51 Lease payments (344) (344) At 31 March 2024 753 753 At the balance sheet date, the Group had outstanding commitments for future lease payments as follows: At 31 March 2023 Up to 3 months £’000 Between 3 and 12 months £'000 Between 1 and 2 years £'000 Between 2 and 5 years £'000 Discounted lease liabilities 72 220 215 539 Undiscounted lease liabilities 86 258 253 591 At 31 March 2024 Up to 3 months £’000 Between 3 and 12 months £'000 Between 1 and 2 years £'000 Between 2 and 5 years £'000 Discounted lease liabilities 75 140 188 350 Undiscounted lease liabilities 86 167 215 376 58 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 The Group as a lessor: Finance lease receivables The Group has entered into a lease arrangement considered to be a finance lease, representing rentals payable to the Group for a rental of a proportion of a leased property. During the year ending 31 March 2023, a lease break option on one lease was not enacted by a tenant, and the lease continues until 23rd March 2028. This increased the total finance lease receivable by £508,000. The carrying amounts of the lease receivable asset are as follows: Land and buildings Total £'000 £'000 At 31 March 2022 Opening position 84 84 Change in lease term 508 508 Interest income 17 17 Payments received (119) (119) At 31 March 2023 490 490 Interest income 24 24 Payments received (118) (118) At 31 March 2024 396 396 At the balance sheet date, the Group had future lease receivables as follows: At 31 March 2023 Up to 3 months £'000 Between 3 and 12 months £'000 Between 1 and 2 years £'000 Between 2 and 5 years £'000 Discounted lease receivables 23 71 99 297 Undiscounted lease receivables 30 89 119 326 At 31 March 2024 Up to 3 months £'000 Between 3 and 12 months £'000 Between 1 and 2 years £'000 Between 2 and 5 years £'000 Discounted lease receivables 24 75 104 193 Undiscounted lease receivables 30 89 119 208 The total lease receivable of £396k (2023: £490k) is disclosed as non-current assets of £297k (2023: £396k) and current assets of £99k (2023: £94k). After the year end, the Company entered into a settlement agreement to terminate the leasing arrangement with its tenant. The resulting office space will not be used by the business for its own use and we are exploring opportunities to re-let the space. Triad Group Plc | Annual Report and Accounts 2024 | 59 Notes to the financial statements for the year ended 31 March 2024 14. Investments Company Investments are: (a) Generic Software Consultants Limited (“Generic”), a 100% subsidiary undertaking, in respect of both voting rights and issued shares, which is registered in England and Wales and has an issued share capital of 5,610 US$1 ordinary shares. The investment is stated in the Company’s books at £440. Up to 31 March 2009 Generic acted as an agent for the business, but did not enter into any transactions in its own right: its business was included within the figures reported by the Company. On 1 April 2009 the agency agreement was terminated and all business is now conducted directly by the Parent Company including its Generic business. (b) Triad Special Systems Limited, Generic Online Limited, Zubed Geospatial Limited, Zubed Sales Limited, are all 100% subsidiaries which are registered in England and Wales. They are dormant companies, which have never traded. Each has a share capital of £1. The registered office of Triad Special Systems is Huxley House, Weyside Park, Catteshall Lane, Godalming, Surrey GU7 1XE. The registered office of the other subsidiaries is 3 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes MK7 8LF. 15. Trade and other receivables Group and company 2024 £'000 2023 £'000 Trade receivables 2,734 2,006 Less: provision for expected credit losses (5) (5) Trade receivables-net 2,729 2,001 Contract assets (see note 4) 203 225 Unbilled income – 150 Trade and other receivables 2,932 2,376 Prepayments 173 165 3,105 2,541 Analysed as: Non-current asset: unbilled income – – Current asset 3,105 2,541 Total 3,105 2,541 The fair value of trade and other receivables approximates closely to their book value. Unbilled income in the previous year is in respect to the billing profile of a licence agreement. Trade receivables represent an unconditional right to consideration. 60 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 The lifetime expected credit losses on trade receivables as at 31 March 2024 is calculated as follows: Group and company Expected default rate (A) % Gross carrying amount (B) £'000 Credit loss allowance (A x B) £'000 Current 0.15 2,357 4 Up to 30 days past due – 319 – Up to 60 days past due – 27 – Over 60 days past due 5.0 31 1 2,734 5 No provision has been recognised for contract assets and other debtors as they are expected to be fully recovered. The lifetime expected credit losses on trade receivables as at 31 March 2023 were calculated as follows: Group and company Expected default rate (A) % Gross carrying amount (B) £'000 Credit loss allowance (A x B) £'000 Current 0.25 1,988 5 Up to 30 days past due – 14 – Up to 60 days past due – 2 – Over 60 days past due 5.0 2 – 2,006 5 Movements on the provision for expected credit loss are as follows:: Group and company 2024 £'000 2023 £'000 At beginning of the year 5 14 Credited to income statement – (9) At end of the year (credit loss allowance) 5 5 The carrying amount of the Group’s trade and other receivables are denominated in the following currencies: Group and company 2024 £'000 2023 £'000 Sterling 2,931 2,376 Euros 1 – 2,932 2,376 Triad Group Plc | Annual Report and Accounts 2024 | 61 Notes to the financial statements for the year ended 31 March 2024 16. Cash and cash equivalents Group and company 2024 £'000 2023 £'000 Cash and cash equivalents 2,052 4,795 The fair value of cash and cash equivalents approximates closely to their book value. The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies: Group and company 2024 £'000 2023 £'000 Sterling 2,008 4,777 Euros 44 18 2,052 4,795 For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash, as detailed above. During the year, the Group had access to a financing facility with a major UK bank. At the balance sheet date, in both the current or prior year, this facility was not utilised. The facility borrowing rate was 1.75% above base rate. The invoicing facility was terminated at the close of the year. 17. Trade and other payables Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Trade payables 419 666 419 666 Accruals 506 335 506 335 Owed to subsidiary – – 5 5 925 1,001 930 1,006 Contract liabilities (see note 4) 68 37 68 37 Other taxation and social security 1,159 1,231 1,159 1,231 2,152 2,269 2,157 2,274 Analysed as: Current liability 2,152 2,269 2,157 2,274 Total 2,152 2,269 2,157 2,274 The majority of trade and other payables are settled within three months from the year end. The fair value of trade and other payables approximates closely to their book value. 62 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 The carrying amount of trade and other payables is denominated in the following currencies: Group Company 2024 £’000 2023 £’000 2024 £’000 2023 £’000 Sterling 920 1,001 925 1,006 Euros 5 – 5 – 925 1,001 930 1,006 18. Provisions Group and company Provision for property dilapidation £’000 At 1 April 2023 197 Additions – Charged to income statement – Utilised in year – At 31 March 2024 197 The maturity profile of the present value of provisions is as follows: Group and company 2024 £'000 2023 £'000 Current Provision for property dilapidation 136 – Non-current Provision for property dilapidation 61 197 The provision for property dilapidation covers the estimated future costs required to meet obligations under property leases to redecorate and repair property. 19. Share capital 2024 2023 Ordinary shares of 1p each Issued, called up and fully paid: Number 16,629,781 16,582,663 Nominal value £166,298 £165,827 During the year 47,118 1p ordinary shares were issued as a result of the exercise by employees of share options: Number Option price Increase in Increase in share capital Increase in Increase in share premium 30,000 11.0p £300 £3,000 17,118 53.5p £171 £8,987 47,118 £471 £11,987 Triad Group Plc | Annual Report and Accounts 2024 | 63 Notes to the financial statements for the year ended 31 March 2024 20. Share-based payments The Group operated the employee share option incentive scheme and restricted stock units (RSUs) incentive plans during the year, which are both equity settled schemes. Date option granted Number Exercise price Period options exercisable 18 September 2014 20,000 11.0p 18 September 2017 to 18 September 2024 9 March 2018 117,798 53.5p 1 April 2021 to 9 March 2028 Under the terms of the scheme, options vest after a period of three years continued employment and were subject to the following performance conditions: For options granted on 9 March 2018: 100% of the shares granted under an option vested as the Company’s share price at 31 March 2021 increased by 30% or more from the share price as at the date of grant. 50% of shares granted under an option vested if the Company’s share price at 31 March 2021 increased by 15% from the share price as at the date of grant. Between these upper and lower thresholds, awards were to vest on a straight-line basis. Given the share price as at 31 March 2021, 100% of these options vested on 31 March 2021. For options granted on 18 September 2014: in at least one financial year after the date of grant, the Company achieved a positive basic earnings per share (subject to adjustment to exclude identified exceptional items), as reported in its audited annual accounts. This vesting condition was met and these options vested on 17 September 2017. Options have been valued using the Black-Scholes option-pricing model. No performance conditions were included in the fair value calculations. The contractual life of all vested options is 7 years. No options were granted during the year (2023: nil). Restricted Stock Units (RSUs) In March 2022 a number of restricted stock units (RSUs) were granted under the new Triad Employee Share Incentive Plan, and remain outstanding as follows: Date award made Number Performance condition Vesting date 30 March 2022 750,000 135.0p 30 March 2025 The Award will vest following 3 years continuous employment and if the Board determines that the Market Value of a Share on the third anniversary of the Award Date is equal to or greater than the Market Value of a Share on the Award Date. These shares vest automatically after 3 years. The market value at the Award Date was 135.0p and the fair value of the RSUs was 88.8p. The RSUs have been valued using the Monte Carlo pricing model. No performance conditions were included in the fair value calculations. The total expense recognised in the year is £202,000 (2023: £200,128). No RSUs were granted during the year (2023: nil). 64 | Triad Group Plc | Annual Report and Accounts 2024 Notes to the financial statements for the year ended 31 March 2024 A reconciliation of the total share award movements over the year to 31 March 2024 is shown below: 2024 2023 Number of options Weighted average exercise price of the share award Number of options Weighted average exercise price of the share award Pence Pence Outstanding at start of year 934,916 9.1 978,000 10.2 Granted – – – – Exercised (47,118) 26.4 (43,084) 33.8 Forfeited – – – – Outstanding at end of year 887,798 8.2 934,916 9.1 Exercisable at end of year 137,798 47.3 184,916 42.0 There were 47,118 share options exercised during the year. In the reconciliation above, there are no share options and a total of 180,000 restricted stock units (RSUs) held by Directors. Transactions with Directors are set out in the Directors’ remuneration report on page 24. The options exercisable of 137,798 relate to the 2014 and 2018 grants which have all vested (2023: 184,916 all vested). The weighted average share price at the date of exercise for share options exercised during the period was 145.1p (2023: 113.5p). The options outstanding as at 31 March 2024 had an exercise price of 11.0p or 53.5p, and with respect to the RSUs, 1.0p. The weighted average remaining contractual life is 1.4 years (2023: 2.4 years). The inputs into the share-based payments model to calculate the RSU awards were as follows: Expected volatility 77% Expected life 3 years Risk-free rate 1.4% Exercise price 1.0p Share price at grant date 135.0p Fair value 88.8p Dividend Yield 4.4% 21. Related party transactions and ultimate control The Group and Company rents one of its offices under a lease with a sub-tenant in occupation on one floor. The current annual rent of £215,000 was fixed, by independent valuation, at the last rent review in 2008. J C Rigg, a Director, has notified the Board that he has a 50% beneficial interest in this contract. The balance owed at the year-end was £nil (2023: £nil). There is no ultimate controlling party. 22. Events after reporting period After the year end, the Company entered into a settlement agreement to terminate the leasing arrangement with its tenant. The resulting office space will not be used by the business for its own use and we are exploring opportunities to re-let the space. Triad Group Plc | Annual Report and Accounts 2024 | 65 Five year record Consolidated income statement Years ended 31 March 2024 £’000 2023 £’000 2022 £’000 2021 £’000 2020 £’000 Revenue 14,046 14,858 17,015 17,815 19,354 Gross profit 2,819 3,504 4,784 3,810 2,854 (Loss)/Profit before tax (1,291) 9 1,081 644 (602) Tax credit/(charge) 278 (53) 88 41 (159) (Loss)/Profit after tax (1,013) (44) 1,169 685 (761) Retained (loss)/profit for the financial year (1,013) (44) 1,169 685 (761) Basic (loss)/earnings per share (pence) (6.10) (0.27) 7.16 4.28 (4.76) Balance sheet As at 31 March 2024 £’000 2023 £’000 2022 £’000 2021 £’000 2020 £’000 Non-current assets 1,245 1,276 916 921 1,236 Current assets 5,256 7,430 7,963 7,540 6,581 Current liabilities (2,503) (2,561) (2,464) (2,555) (2,399) Non-current liabilities (599) (951) (397) (623) (863) Net assets 3,399 5,194 6,018 5,283 4,555 Share capital 166 166 165 160 160 Share premium account 906 894 880 666 660 Capital redemption reserve 104 104 104 104 104 Retained earnings 2,223 4,030 4,869 4,353 3,631 Equity shareholders’ funds 3,399 5,194 6,018 5,283 4,555 66 | Triad Group Plc | Annual Report and Accounts 2024 Shareholders’ information and financial calendar Share register EQ maintain the register of members of the Company. If you have any questions about your personal holding of the Company’s shares, please contact: EQ Highdown House Yeoman Way Worthing West Sussex BN99 3HH Telephone: 0371 384 2486 If you change your name or address or if the details on the envelope enclosing the report, including your postcode, are incorrect or incomplete, please notify the registrar in writing. Shareholders’ enquiries If you have an enquiry about the Group’s business, or about something affecting you as a shareholder (other than queries that are dealt with by the registrar) you should contact the Company Secretary, by letter or telephone at the Company’s registered office. Company Secretary and registered office: James McDonald Triad Group Plc Weyside Park Catteshall Lane Godalming Surrey GU7 1XE Telephone: 01908 278450 Email: investors@triad.co.uk Website: www.triad.co.uk Financial calendar Annual General Meeting The date of the AGM is to be confirmed. Financial year ended 31 March 2025: expected announcement of results Half-year November 2024 Full-year June 2025 Executive Directors John Rigg, Chairman Charlotte Rigg, Deputy Executive Chairman Adrian Leer, Managing Director Tim Eckes, Client Services Director James McDonald, Finance Director Non-Executive Directors Chris Duckworth Alison Lander Secretary and registered office James McDonald Triad Group Plc Weyside Park Catteshall Lane Godalming Surrey GU7 1XE Telephone: 01908 278450 Email: investors@triad.co.uk Website: www.triad.co.uk Country of incorporation and domicile of parent company United Kingdom Legal form Public limited company Company number 02285049 Registered Auditor BDO LLP 55 Baker Street London W1U 7EU Brokers Zeus Capital Ltd 125 Old Broad Street London EC2N 1AR Solicitors Freeths Davy Avenue Knowlhill Milton Keynes MK5 8HJ Bankers Lloyds Bank plc City Office 11–15 Monument Street London EC3V 9JA Registrars EQ Highdown House Yeoman Way Worthing West Sussex BN99 3HH Corporate information Triad Group Plc | Annual Report and Accounts 2024 | 67 01908 278450 www.triad.co.uk Godalming office: Huxley House Weyside Park Catteshall Lane Godalming Surrey GU7 1XE Milton Keynes office: Building 3 Caldecotte Lake Business Park Caldecotte Lake Drive Milton Keynes MK7 8LF