Annual
Report
& Accounts
www.tribalgroup.com
Overview
1 Highlights
2 At a glance
Strategic Report
3 Our Products and Strategy
8 Chair’s Statement
10 CEO’s Review
14 Financial Review
20 Stakeholder Engagement
22 Environmental, Social and
Governance Report
26 Climate-related Financial
Disclosures Report
28 Principal Risks and Uncertainties
Governance
30 Board of Directors
32 Executive Leadership
34 Corporate Governance
Statement
38 Audit Committee Report
40 Nomination Committee Report
41 Remuneration Committee
Report
46 Directors’ Report
49 Independent Auditor’s Report
Financial Statements
58 Consolidated Income Statement
and Consolidated Statement of
Comprehensive Income
59 Consolidated Balance Sheet
61 Consolidated Statement of
Changes in Equity and
Consolidated Cash Flow
Statement
62 Notes to the Financial Statements
104 Company only Balance Sheet
105 Company only Statement of
Changes in Equity
106 Notes to the Company Balance
Sheet
Company Information
111 Company Information
Our purpose
Governance
Page 30
Strategic Report
Page 02
Financial Statements
Page 56
To enable student
success through
expertise,
software and
services.
2024
£££vvv£90.0m
2024
18.5%
2024
48.3%
2024
4.7p
2023
£85.7m
2023
16.8%
2024
£16.7m
2023
£14.4m
2024
£5.5m
2024
£3.2m
2023
£7.2m
2024
7.7%
2023
49.1%
2024
2.6p
2023
4.1p
2023
2.5p
2023
8.5%
2023
£5.3m
Highlights
Financial Performance
Operational Performance
£57.0m
Annual Recurring Revenue3
2023: £54.5m
£108.8k
Revenue per Operational FTE4
2023: £103.2k
£7.3m
Free Cash Flow
2023: £(1.4)m
101.5%
Operating Cash Conversion5
2023: 110.5%
1. Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Earnings per Share are in respect of continuing operations and exclude charges reported in ‘Exceptional Items’ of
£5.6m (2023: £3.3m), refer to Note 6 in the Financial Statements.
2. Adjusted EBITDA is calculated by taking the Adjusted Operating Profit after the allocation of Central Overheads and excludes Interest, Tax, Depreciation and Amortisation.
3. Annual Recurring Revenue (ARR) is a forward-looking metric. It includes exit rate annualised recurring revenue, plus future contracted recurring revenue yet to be delivered,
and known losses within the next 12 months where customers have given notice.
4. Revenue per Operational FTE is the average FTE for the year excluding average FTE associated with capitalised Product Development. In 2024 56.0 FTE were capitalised
(2023: 107.3)
5. Operating cash conversion is calculated as net cash from operating activities before tax, excluding cash outflow of £0.2m (2023: £0.8m) from an aborted takeover, £0.5m
(2023:£0.9m) of restructuring costs and £1.4m of NTU settlement (2023:£nil) as a proportion of Adjusted EBITDA which in 2023 excluded the onerous contract provision
release of £4.3m.
Revenue
£90.0m
Adjusted EBITDA Margin1
18.5%
Adjusted Earnings per Share1
4.7p
Gross Profit Margin
48.3%
Statutory Operating Margin
7.7%
Adjusted EBITDA1,2
£16.7m
Statutory Profit After Tax
£5.5m
Net Debt
£3.2m
Statutory Earnings per Share
2.6p
Strategic Report
Governance
Financial Statements
1
At a glance
Empowering
the
world of
education
Who we are
We are a leading
provider of software
and services
to education
institutions, globally.
Our goal
To be a pure-play
EdTech SaaS
business, with
global reach.
What we do
Student information solutions
for both Further and Higher
Education institutions, and
work-based learning training
providers, worldwide.
A global provider of quality
assurance and benchmarking
services for the education
sector.
Who we help
Over 500 institutions are
empowered by Tribal’s Student
Information Solutions, with
customers across the globe.
Tribal Group plc | Annual Report & Accounts 2024
2
S
M
S
S
M
S
Composable Campus
Cloud:
SMS-as-a-
Service
Infrastructure
Our products
Engage
Mobile App
Tribal Cloud: delivering our existing products
‘as-a-Service’
As we transition our software offerings to a SaaS model, we
are strategically enhancing our cloud environment to mitigate
cybersecurity risks and optimise operational efficiency
for customers. By adopting a ‘cloud-first’ approach, we are
facilitating our customers’ migration to the Tribal Cloud
more quickly (from a solid foundation of around 1/3rd of HE
customers already being in the Tribal Cloud), which will further
enhance our Annual Recurring Revenue (ARR) from our existing
customer base. Additionally, with our continuous development
approach, we are positioning Tribal as having best-in-class
cloud infrastructure, which is fit for the evolving needs of our
customer base both now and into the future.
Delivering the next-generation of Student
Information Solutions
By combining previously separate development roadmaps
into a single product and engineering stream, we are creating
an expanded Higher Education ecosystem of next-generation
products and modules to meet the needs of key areas across the
student lifecycle.
Our previously separate Edge platform has now been brought
together with our core roadmap, and we will shortly begin
bringing our next-generation Admissions solution to market –
delivered entirely ‘as-a-Service’ with no IT support required from
the University.
Our core product strategy focusses on reimagining our market-leading software solutions to be delivered ‘as-a-Service’ from
our proprietary Tribal Cloud infrastructure. This transformative approach not only enhances the customer experience, it also
reduces customer risk and management burden, driving greater efficiency in the associated business processes.
As the market leader across UK Higher Education, and holding significant market share in both Further Education and Work-
based Learning sectors, Tribal is focussed on continuing to expand our new logo business, whilst also transitioning existing
customers to a subscription pricing model that aligns with our SaaS delivery framework. This shift enables us to deepen
relationships and increase customer share of wallet – maximising returns across our customer base, and solidifying our
competitive advantage.
As we develop next-generation solutions in tandem with our enhancement of existing product into SaaS modules, we can expand our
reach into customer sites with a modular approach across the broader ‘composable campus’. Our subscription pricing model will allow
the more rapid roll-out of new products to existing customers, resulting in a faster increase in ARR than traditional sales approaches.
Student Management
Systems (SMS)
Strategic Report
Governance
Financial Statements
3
SITS
Callista
EBS
Maytas
APIs
Connectors
Marketing
&
Recruitment
Student Support
& Wellbeing
Business
Engagement
Admissions
Submissions
Timetabling
& Scheduling
Platform
Student
Recruitment
Management
Business model
Market-leading solutions
improving student outcomes
Our software
Our cloud-based and on-premise student
information solutions add value to education
and business organisations throughout the
student lifecycle.
Underpinning how
we operate
Assessment,
Progression
and Award
Management
Timetabling and
Exam Scheduling
Curriculum
Management
Student
Support
Statutory
Compliance
Enrolment
Management
Student
Management
Resources that empower our
mission and drive business success
EdTech software
Leading market share for student
information solutions across multiple
sectors, spanning the full student lifecycle.
Brand
Tribal Group is a trusted brand known for
high quality solutions and respected in
education worldwide.
Complementary subsidiaries
Tribal Group is made up of two core brands,
Tribal and Etio (previously known as
education services) to deliver our products
and services in institutions and businesses
globally.
Customer engagement
With long-standing customer relationships
spanning 30+ years, we possess unique
market insights and a customer engagement
profile.
People
With experienced leadership bringing clear
business focus, skilled people with deep
sector experience and a culture that places
customers at the heart of what we do,
we have a unique advantage in delivering
innovative solutions that drive customer
success and foster long-term partnerships in
the education technology space.
Admissions
Management
Student Finance
Management
Tribal Group plc | Annual Report & Accounts 2024
4
We provide market-leading cloud-based student information solutions and
services tailored to specific global markets, leveraging our resources and
expertise to create shared value for all stakeholders.
By empowering educational institutions, we not only enhance the learning
experience but also drive successful outcomes for students, reinforcing our
commitment to long-term partnerships and sustainable growth.
Generating returns and added
value for all of our stakeholders
Customers
Solutions enable managers to enhance the
quality of education and improve operational
performance, to attract, engage and retain
students throughout their learning journeys
in a cost-effective and flexible manner.
Students
Supporting a student’s life-long learning
journey, through enhanced wellbeing,
enriched experience beyond the academic
curriculum, and seamless interaction
with different learning channels (physical
and virtual).
Shareholders
Shareholder value and returns from
profitable, cash-generative growth with
a high proportion of recurring revenue.
Employees
Interesting and rewarding careers, with the
opportunity to work with the leading
educational institutes across the globe.
Government agencies /
education funders
Independent quality assurance services
supporting the development of top-class
education provision.
Our education services
We review, evaluate, benchmark and support
education services in institutions and
governments globally to improve the quality of
education at scale.
Risk management
See page 28
Corporate responsibility
See page 22
How we maximise value creation
Our strategy for profitable growth is outlined on page 6
•
Accountability and
review frameworks;
school inspection;
AI models.
•
Finance; student
experience.
•
Planning and
implementation;
leadership
development; maths
education models.
•
Inspection skills
training; educator
assessment;
leadership coaching.
Education Review
Performance
Benchmarking
Education
Transformation
Education Workforce
Development
Strategic Report
Governance
Financial Statements
5
Our opportunity
The customer challenge
Efficiency
The once desirable ability to
create highly customised
software configurations has now
led to inefficiencies in business
processes, compounded by the
current financial constraints facing
the education sector.
With demand for innovation
increasing, Tribal has responded
by transitioning to an EdTech
SaaS business - leading the way in
defining and delivering best practice
through a standardised approach to
business process, developed hand-
in-hand with customers and partner
organisations, and paving the way
for the anticipated growth in AI and
other emerging technologies.
Management burden
Education institutions are grappling
with the significant burden of
managing legacy systems, which
complicates their operations,
hinders agility, and diverts valuable
resources away from strategic
initiatives, all while facing mounting
pressure to adapt and innovate.
Tribal’s product strategy is focused
around getting the sectors we serve
ready for the future, with the burden
of managing software applications
eliminated thanks to our
‘as-a-Service’ delivery model.
Risk
Software has changed dramatically
in recent years, and the risk – from
both cyber-security and legacy
software practices is now greater
than ever.
As a leading provider of student
information solutions, Tribal has a
core role to play in helping education
institutions reduce the risk they’re
facing by transitioning from legacy
on-premise systems to our market-
leading suite of products, delivered
‘as-a-Service’.
Journey to ‘as-a-Service’
Infrastructure improvements
We are enhancing our cloud
infrastructure with ‘best-in-class’
capabilities and efficient onboarding
strategies through our ‘cloud-first’
approach.
Preparing customers for SaaS
Our SaaS roadmap offers clear
pathways for customers to prepare
through incremental or transformative
approaches.
Subscription pricing
We are implementing a bundled
subscription model to ease the
transition to SaaS, increase customer
share of wallet, and enable rapid rollout
of new products.
Tribal's growth strategy
Expanded product
penetration
Upselling to existing customers
We are actively upselling additional
products to our existing customers,
enhancing their experience and
increasing overall value.
Integrating product offerings
We are bringing our diverse product
suite into existing customer sites,
creating comprehensive solutions that
meet a wider range of needs across the
student lifecycle.
Expanding market reach
By leveraging our established
relationships, we are broadening our
addressable market and driving growth
through deeper engagement with
current customers.
Building strategic partnerships
We are continuing to form strong
engagement with customers and
partner organisations to facilitate
the entry into new customer sites by
leveraging relationships for accelerated
growth.
Tribal Group plc | Annual Report & Accounts 2024
6
In late 2023, following a rigorous consultation and review process,
the University of Exeter made the decision to move away from
managing SITS on-premise, something they’d done for 24 years,
and migrate to the Tribal Cloud. With some 25,000 students,
thousands of applications being received each year and a narrow
migration window between cohorts, this was the sort of project
Tribal’s Director of Solution Architecture, relishes.
“With 20+ years’ experience working in IT teams, I’ve
seen first-hand the pressures that come with managing
complex, critical systems like SITS. Often, large numbers
of professionals are involved in the day-to-day operations,
and migrating to the cloud is key to unlocking the
efficiency that comes with reducing risk and management
burden.”
– Karl Walker, Tribal’s Director of Solution Architecture
For Exeter, the challenge was set – leverage the strong
relationship, trust and history of collaboration that has come from
working with Tribal over 24 years to migrate SITS to the Tribal Cloud
in record time – 9 months or less.
Exeter’s Director of IT, Nathan Burden commented:
“As organisations we cannot afford to stand still, and we
saw migrating to the Tribal Cloud as a foundational step
to transforming the experience for students and staff at
Exeter, and a key part of our Strategy 2030. Partnership
with critical suppliers like Tribal forms the bedrock of our
ability to respond to the challenges facing the sector, and
we were certain we could achieve our goal if we worked
with Tribal.”
Fast-forward 6 months and in June 2024 SITS was up and running
in the Cloud – beating the original timeframe and setting a new
record.
Nathan Burden reflected on the project:
“By involving both professional services and academic
communities, we ensured a shared understanding of
both the drivers for change and the anticipated benefits.
Collaborating with Tribal was easy, and allowed us to
concentrate on the internal change needed, knowing the
reshaping of infrastructure architecture was being taken
care of by Tribal. We’re now reducing our CO2 footprint
by up to 95% and have none of the risk or management
requirements.”
Continuing the journey into 2025 and beyond
Looking ahead, the University of Exeter and Tribal are committed
to continuing this journey of innovation. Becoming one of the
first universities to move to Tribal’s Higher Education Full-Service
product bundle, the next phases will look at driving further
efficiency, building on the solid foundation being in the cloud
offers and continuing to push the boundaries of delivering a
fantastic student experience.
Empowering
digital
transformation
across the
sector
Case study
The University of Exeter is a long standing, valued customer of Tribal, leveraging SITS to manage their student
data effectively. As one of the largest universities in the UK, this is no small task. For Exeter to meet its
2030 sustainability strategy, opportunities to improve efficiency, flexibility and sustainability within their
operations is critical.
Strategic Report
Governance
Financial Statements
7
Chair’s statement
We are confident
Tribal has the
resources and strong
recurring revenues
to execute its growth
strategy.
The Board is pleased to report that the
Group delivered an FY24 performance
ahead on revenue and adjusted EBITDA
compared to market expectations before
the January trading update. The business
is being successfully refocused, and new
initiatives commenced, designed to grow
ARR, improve profit margins in our core
businesses, boost cash flow, and reduce
debt.
Tribal’s market-leading position in multiple geographies, deep
understanding of the needs of further and higher educational
institutions, cloud technology expertise and robust recurring revenue
bases, means we are well positioned to enable our customer’s
transition to the cloud. While the financial burden facing educational
institutions around the world has caused caution in customer
decision making, we are confident it is also the spur to adopting cloud
solutions that will deliver sustainable efficiencies in the medium to
long term.
Financial performance
The Results for the year reflect a positive financial performance, with
the reduction in higher margin legacy software contracts offset by
strong growth in cloud-related revenue. A strong performance by the
SIS business has offset a softening in Etio’s end markets in the year.
For the year ended 31 December 2024 Tribal reported revenue
growth of 6.0% at constant currency to £90.0m, Adjusted EBITDA
growth of 17.8% at constant currency to £16.7m and closed the
year with a reduced net debt position of £3.2m, reflecting a stringent
focus on cost control and operational efficiency. Importantly,
closing ARR of the Core business increased by 9.0% at constant
currency to £54.8m (FY23: £50.3m at constant currency), reflecting
growth in the Group’s strategic products and cloud offering,
more than offsetting the anticipated ongoing decline in non-core
business ARR, demonstrating the strength of the business with
its established customer base and respected product set. Whilst
customer wins were lower than in prior years, due to the pause in
new business discussions when Tribal was in an Offer period and
general challenging economic backdrop, the Group’s delivered 25%
growth in cloud revenues and cloud margins are steadily improving,
as anticipated.
Revenue Growth
+6.0%
Recurring Revenue
£57.0m
Tribal Group plc | Annual Report & Accounts 2024
8
Financial results for the Education Services business, now rebranded
as “Etio”, were significantly lower than anticipated due to the general
election in the UK leading to a pause in customer decision making
and slower activity in the Middle East. During the Year, Tribal made
strategic investments in Etio’s business development and marketing
functions, and aligned leadership expertise within key markets, to
more efficiently structure and organise Etio to drive growth once
market activity picks up. The Board continues to closely monitor
Etio’s end markets and will respond accordingly should activity
continue to be depressed, however performance is expected to
improve in 2025.
Strategy
As part of the transition to a pure-play EdTech, SaaS business, the
Group is in the process of making its existing SIS products available in
the cloud, while continuing the development of select new cloud-
based modules to meet the evolving needs of universities. This
includes a major new offering, Tribal Admissions, which is due for
full market availability next year. To support this, 2024 has started
to see the transition to a new subscription-based pricing model,
providing products as a bundle at a single price and the introduction
of a streamlined method of transitioning to the cloud, providing
the pathway for revenue growth and margin appreciation over the
medium term.
It is encouraging to note the progress Tribal has made in FY24,
successfully refocusing the business against a challenging economic
backdrop. We remain mindful of the need to continue to improve
our cost efficiency and progress opportunities to grow revenue. It
is inevitable that the Australian legacy business will be a drag on
our growth in FY25, however we will be a stronger, more efficient,
business going forward, and are committed to keep advancing the
Group for the benefit of all stakeholders.
Dividend
As noted in the 2023 Annual Report & Accounts the Board deferred
its decision upon the quantum of the dividend in respect of the year-
ended 31 December 2023 due to the uncertainty over the outcome
of the dispute with NTU. Following the settlement of the dispute,
in November 2024 an interim dividend of 0.65p per share was paid
totalling £1.4m. The Board is proposing a final dividend in respect
of the year ended 31 December 2024 of 0.65p, pending approval at
the AGM on 27 May 2025. The anticipated payment date of the final
dividend is 24 July 2025, with an associated record date of 27 June
2025 and an ex-dividend date of 26 June 2025.
Employees
Supporting our employees during our shift to a SaaS business and
enabling the successful adoption of our Full-Service licence model
is a top priority. Our staff are already experts in our products and
solutions; we are redefining roles and teams to ensure that this
expertise is leveraged to create customer value at every opportunity.
The Board wants to thank the team for their hard work and dedication
to making Tribal and its customers successful.
Richard Last
Chair
“
Tribal’s market leading position
in multiple geographies means
it is well positioned to lead
the education industry’s
transition to the cloud.”
Strategic Report
Governance
Financial Statements
9
CEO’s review
Tribal’s FY24 performance reflects the progress we are
making on our journey to becoming an EdTech, SaaS business.
With a growing proportion of our long-term customer base
now committed to a transition to the cloud, alongside
the structural improvements driving success, we are well
positioned to drive growth and improve profitability.
We delivered a strong trading performance in FY24, with
adjusted EBITDA significantly ahead, and revenue ahead of
market expectations before the January trading update. The
robust performance of the software-driven SIS business
has more than offset a softening in markets for the Group’s
education consultancy business, Etio. The SIS business
performance was driven by the ongoing transition of customers
to the Tribal Cloud, resulting in increased cloud revenue and early
signs of margin expansion. At the same time, we remain focused
on optimising the operational structure to maintain cost control
and progress opportunities to grow revenue. This approach
contributed to improved cash generation in the year, with net
debt reducing to £3.2m (2023: £7.2m), well ahead of market
expectations. Closing Core ARR grew by 9.0% at constant
currency to £54.8m, reflecting the growing adoption of our cloud
solutions. Overall, ARR increased by 6.5% at constant currency
to £57.0m.
Strategy
The transition of Tribal to a pure-play EdTech, SaaS business
is at the forefront of our strategic vision, making all of our
SIS products available in the cloud, while developing our new
modules to meet the evolving needs of universities.
Mitigating risk through the Tribal Cloud
Student Management Systems (SMS) are complex
environments, with processes and architecture that has
evolved over many years, to a point where many customers
carry significant risk in their SMS through technical debt,
unmodernised integrations, and inefficient business processes.
This is compounded by the elevated cyber security risks, and
challenges in finding and retaining resources to mitigate these
risks effectively.
A key strategy for many customers in mitigating this risk is to
move the environment into the cloud. Over the past five years,
Tribal has developed a cloud offering, Tribal Cloud, which runs
the SITS environment successfully for more than 30% of our
customers and is chosen as the default for almost all of our new
customers.
The benefits of moving to the Tribal Cloud are significant
risk mitigation, including a highly cyber-secure environment,
responsibility for managing the SITS environment with Tribal,
modernised integrations, and more general cloud benefits, such
as access to innovation and emerging technologies, such as AI
and advanced analytics.
Tribal’s “Cloud-First” strategy encourages our customers to
move into the Tribal Cloud at the earliest opportunity. At the
same time, we continue to support SITS on-premise indefinitely
(noting that we are unaware of any customers who intend to stay
on premise as a long-term strategic choice).
Modernising a Student Management System
Although a move to the cloud mitigates the operational risk of
running a Student Management System, it does not address
challenges around the Business Model, the functional processes,
such as Admissions, Enrolment, the Academic Model, etc. which
are costly to maintain, and constrain improvements through
inefficiencies in the underlying data quality.
Tribal made excellent
progress in FY24,
delivering revenue and
adjusted EBITDA ahead
of expectations.
The transition to a
pure-play EdTech SaaS
business is at
the forefront of our
strategic vision.
“
Tribal Group plc | Annual Report & Accounts 2024
10
10
Some efficiency improvements can be made. However, to
create long-term efficiency requires the adoption of a more
standardised data model and changing end-to-end processes.
The benefit of this approach is significantly improved efficiency
and lower cost over time, as a standardised data model across
the Higher Education sector shifts the definition of leading
practice process to Tribal, who can provide a complete solution
as-a-Service, where all upgrades, maintenance and configuration
changes, are managed by Tribal with no need for a customer to
retain any resource to support the system’s business processes.
Tribal has already made good progress in this area, with
the standard SITS Admissions module now live with seven
customers.
The SITS functional roadmap will continue to deliver on this
strategy, which is now formalised into a programme called
“SITS Adopt”; a complete, integrated, fully-tested, end-to-end
set of standardised, but configurable, leading processes. Over
time, this will then be coded into the core SITS product as a
standard, preconfigured SaaS version of SITS, available to those
customers who wish to remove the management burden of
maintaining their own Student Management System. Tribal will
continue to support those customers who wish to retain control
over their own system and maintain a bespoke version of SITS.
Introduction of subscription pricing and SITS Adopt
As part of this strategy, we have been working with our
customers to introduce a new pricing model for SITS, the
Higher Education Full-Service licence, which involves offering a
subscription-based comprehensive package of cloud products
at one transparent price. This licence will help customers move
to a cloud-based SITS-as-a-Service whilst also accommodating
those who prefer to stay on-premise or want to customise
SITS more heavily to suit their needs, helping universities drive
efficiency and save cost. The bundling of products helps drive
standardisation and commonality across the customer base. It
also enables additional products to be added in to the bundle at
no extra cost to the customer and, critically, made available to
the customer to implement without the need for long, expensive
procurement cycles.
Good progress is already being made with the migration to the
cloud of our customers base. One of the most strategically
significant of these in FY24 was the University of Exeter, which
successfully migrated to the Tribal Cloud and then became the
first major customer to sign up to our Higher Education Full-
Service bundle. The endorsement from a large Russell Group
university paves the way for other universities to follow. Several
conversations with further universities are also progressing well.
Our cloud migration strategy and subscription packages
ensure a steady stream of reliable recurring revenue for the
Group with increased visibility and secure, long-term customer
relationships, which provide us with confidence that our strategy
offers a clear trajectory to deliver growth over time, to offset the
decline following the end of the Australian legacy Government
contracts.
Revenue
£90.0m
Gross Profit Margin
48.3%
Over the medium term, we see an incremental ARR opportunity
of £20m through transitioning our existing customers to the
cloud, a further £5m ARR from the upsell of additional products
and £5m - £10m ARR from the winning of new customers.
Student Information Systems (SIS)
Student Information Systems, our core segment that targets
the further and higher education sectors through our range of
software solutions, has performed well, securing a significant
new five-year SITS contract with a new customer, SOAS
University, for a total contract value of £2.5m, contributing
£0.4m to ARR and a new contract for SITS Cloud with the
Institute of Tourism Studies Malta for a total contract value of
£0.7m, adding £0.1m to ARR.
We also added seven new ebs customers during the year,
contributing a total £0.5m ARR, with six contracts in the UK and
one in New Zealand.
We have continued to progress the instalment of several key
customers on our SITS, Cloud, Dynamics and Maytas solutions
following contract wins in prior year. The Tribal Dynamics
business delivered a particularly strong performance in 2024,
with the launch of new customer projects, including University
College London and Windsor Forest Colleges Group, and secured
five go-lives for existing customer projects, which included the
University of Waikato.
Towards the end of 2024, we secured three major projects, with
go-lives scheduled for 2025. This momentum highlights our
commitment to delivering high-quality solutions and expanding
our customer base.
Etio
This year we have focused on developing Etio, previously
Education Services, as a standalone business, bringing all our
Education Services businesses worldwide under a single, unified
brand. This is part of our strategy for targeting sustainable
growth.
Strategic Report
Governance
Financial Statements
11
Etio’s performance in FY24 was significantly lower than
anticipated due to challenging trading conditions. Both the
UK general election and the US election impacted the pipeline
temporarily due to a pause in customer decision making, and
cost pressures on the higher education sector leading to the
slowdown in market activity. In the Middle East, changes to
structures in the state education ministries has also impacted
the volume of opportunities available to bid for in the short
term. Time and investment have been devoted to business
development, marketing functions, and reorganisation of
leadership within key markets, to better unify Etio and ensure it
is set up to operate more efficiently going forward. We expect
this repositioning in our key markets and a strong global team to
provide solid foundations for Etio to build growth once market
activity returns to normal levels and expect margins to be closer
to historic levels as various one-off investments play through,
and cost controls are implemented. However, we continue
to closely monitor the end market and will make necessary
adjustments accordingly.
In FY24, Etio secured a major new project with the Department
for Education in England, which launched a three-year project
worth £15m to support young people who are persistently
absent from school; a new three-year contract for £1m
with Louisiana Department of Education to review initial
teacher education provision; and a £0.3m contract with the
Massachusetts Department of Elementary and Secondary
Education. Etio renewed its keystone contract with New York
State Education Department worth £10m over five years and in
the Middle East, signed a new £2.1m contract with the Emirates
Schools Establishment for QAS in the UAE for teacher training
online content.
Operations and people
FY24 has seen continued organisational restructuring to ensure
the appropriate balance in our people resources and capabilities.
This has resulted in improvement in internal efficiencies, whilst
also maintaining an attrition rate well below industry average in
our critical talent segments.
The internal restructuring has enabled us to streamline the
business and allowed the cost base to remain steady, while
aligning our talent investments to our business goals and
objectives. As a result, there has been a continued shift in
our role-mix, with greater emphasis on talent in engineering
and customer success, where there have been successful
initiatives to onboard new teams, and more of our business
support positions located within our offshore Global Business
Services (GBS) organisation. GBS continues to go from strength
to strength in optimising our business processes and delivering
continued efficiency gains and scalability, which we expect to
continue.
With the evolution of the pricing strategy has come a necessary
change in the business organisation to meet the differing
demands of a Full-Service, SaaS operation. Whilst our depth of
product and solution expertise is unrivalled, our focus has been
on developing the culture and behaviours needed in all our people
to underpin the ethos of full-service. Our people have embraced
our new recognition award which exemplifies full-service in
action and role models the change, fostering innovations in
how we deliver or improve services. In fact, there is a drive to
accelerate innovations in all facets of customer engagement
and delivery, to ensure we are prepared to scale expertise and
connect it to customers. Bringing our customer success and
professional services teams into a single organisation is an
important milestone, enabling us to eliminate friction in the
customer journey and remove internal inefficiencies to maximise
the full impact and potential of our people.
Outlook
Tribal’s performance in FY24 has been defined by a refocusing
of the business on our transformation into a cloud provider,
ensuring we remain at the forefront of our industry and
provide our customers with the technology they require to be
successful. The reduced debt levels and improved EBITDA margin
provide a strengthened foundation entering FY25, which will
help to offset the anticipated continued decline in the non-core
business.
We note that the Higher Education sectors in the UK, Australia
and New Zealand are expecting a challenging environment in
2025, with funding gaps driving programmes of cost reduction
and course closure at many universities. Notwithstanding,
trading in the first part of the new year has begun well, and
we are seeing our sales pipeline grow to more normal levels.
The longer sales cycle continues to be a feature of the Higher
Education sector; we have various initiatives running, including
more standardised proposals and pricing, and a simpler legal &
contracting process designed to reduce the length of the sales
cycle and improve the customer’s time to value.
A key strategic goal for FY25 is to migrate customers onto
the new pricing model, which will drive growth in high margin
recurring SaaS revenues and increase cash flow generation.
It will take some time to move customers from their existing
contracts, but there are incentives for customers to move early.
With strong customer relationships, a robust recurring revenue
base, and the success of strategic investment in cloud and SaaS
business developments driving cloud services revenue growth,
we are confident in achieving results in line with the Board’s
expectations for FY25.
Mark Pickett
Chief Executive Officer
CEO’s review continued
Tribal Group plc | Annual Report & Accounts 2024
12
In 2006, the National Centre for Excellence in the
Teaching of Mathematics (NCETM) was established
to improve maths teaching in England. Funded by
the Department for Education (DfE) and delivered
by Tribal’s Etio business (formerly Tribal Education
Services), the NCETM’s Maths Hubs Programme has
so far supported more than 4.7 million pupils to gain
confidence and skills in mathematics.
In 2014, following NCETM Director Charlie Stripp’s visit to Shanghai,
where he observed how collaboration and structured, research-
informed teaching deepened mathematical understanding, the
decision was made to develop the Maths Hubs Programme. The
programme was based on the principles of ‘teaching for mastery’.
Debbie Morgan, NCETM Director for Primary explains,
“Teaching for mastery emphasises a deep and connected
understanding of mathematical concepts. It is based upon
the principle that all children can learn and enjoy maths.”
For Deb Friis, Sussex Maths Hub Lead, the programme has
been career-defining:
“Becoming involved in the Maths Hubs has dramatically
enhanced my teaching and positively impacted hundreds
of students.”
The programme has since grown to 40 hubs, with
12,900+ schools and 4.7 million pupils, from Early
Years to post-16, supported over the last decade.
Hubs are currently engaged with nearly 60% of
schools in England.
Fostering community
A sense of community is central to Maths Hubs, reinvigorating
careers, improving teacher retention, and providing vital support
for teachers who often feel isolated in the classroom. For Aidan
Gollaglee, Maths Hub Lead for London South East Plus, it was
transformative:
“Maths Hubs reignited my career. I found a community of
passionate educators putting teaching and learning first.”
Looking ahead
As the programme launches its second decade, it continues to
evolve with new initiatives that respond to the needs of pupils and
teachers. Most recently, initiatives have been developed for Further
Education (FE), Key Stage 3, and targeted support for schools in
need.
NCETM Director, Charlie Stripp, summed up its success:
“By working collaboratively through their Maths Hub,
teachers are improving maths education, enhancing
young people’s life chances, and contributing to national
success.”
The Maths Hubs Programme has played a pivotal role in transforming
maths teaching in England, inspiring teachers and improving maths
education for millions of young people.
Empowering
transformation
in mathematics
teaching
Case study
Strategic Report
Governance
Financial Statements
13
Financial review
Results
£m
2024
2023
Reported
Constant currency
20232
Change constant
currency
Change constant
currency %
Revenue
90.0
85.7
84.9
5.1
6.0%
Student Information Systems
72.7
68.6
67.9
4.9
7.2%
Etio (formerly Education Services)
17.3
17.2
17.0
0.2
1.3%
Gross Profit
43.5
42.1
41.6
1.8
4.3%
Gross Profit Margin
48.3%
49.1%
49.0%
(0.8)%
(0.8)pp
Adjusted Segment EBITDA1
(Before Central Overheads)
28.1
28.1
27.8
0.4
1.4%
Student Information Systems
27.6
25.7
25.4
2.2
8.7%
Etio
0.6
2.4
2.4
(1.8)
(76.8)%
Central Overheads 3
(12.1)
(13.6)
(13.5)
1.4
(10.6)%
Net foreign exchange (losses)/gain
0.6
(0.2)
(0.1)
0.7
703.7%
Adjusted EBITDA1
16.7
14.4
14.1
2.5
17.8%
Adjusted EBITDA Margin1
18.5%
16.8%
16.7%
1.9%
1.9pp
Statutory Profit before Tax
5.9
6.6
6.4
(0.5)
(8.5)%
Statutory Profit after Tax
5.5
5.3
5.1
0.4
7.7%
Annual Recurring Revenue
57.0
54.5
53.5
3.5
6.5%
1. Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing operations and are calculated by taking the Adjusted EBITDA after Central Overheads and
excludes Interest, Tax, Depreciation and Amortisation and exceptional items of £5.6m (2023: £3.3m), refer to Note 6.
2. 2023 results updated for constant currency – the Group has applied 2024 foreign exchange rates to 2023 results to present a constant currency basis. On a constant
currency basis there is a decrease in Revenue of £0.8m and a decrease to Adjusted EBITDA (before Central Overheads) of £0.3m compared to 2023 reported.
3. Central Overheads are made up of costs that are not directly attributable to either Student Information Systems or Etio.
The financial review presents the reported results for 2024 and 2023, together with the 2023 results restated to ‘constant currency’
using 2024 foreign currency exchange rates. The year-on-year change is shown against the 2023 constant currency numbers. In
addition to EBITDA and Adjusted EBITDA, the presentation disclosed as “Constant currency” is an alternative performance measure,
not a statutory reporting measure prepared in line with International Financial Reporting Standards (IFRS) and is not included in the
audited financial statements. The Group has chosen to present its results on a constant currency basis to better reflect the year-on-
year performance of the business and eliminate the translational impact of foreign exchange movements in the year. 30.5% (2023:
32.7%) of Tribal’s revenue in the year was generated outside the UK and is therefore subject to foreign exchange movement.
The Group provides software and non-software related services to the international educational market. These services are managed
across two divisions, SIS and Etio.
Overall Results
Revenue grew by 6.0% to £90.0 million (2023: £84.9 million at
constant currency, £85.7 million reported), driven by a 7.2%
increase in SIS, fuelled by robust Cloud revenues, alongside a
1.3% growth in Etio.
Gross Profit increased 4.3% to £43.5m (2023: £41.6m constant
currency, £42.1m reported) albeit the margin percentage has
decreased slightly to 48.3% (2023: 49.0% constant currency,
49.1% reported). The margin percentage in the prior year was
boosted by 2 percentage points due to the release of the NTU
onerous contract provision following termination of the contract.
Ongoing margin performance improved significantly, in particular
from increased scale and successful efficiency programmes in
our Cloud environments.
Central Overheads, representing costs in HR, IT, Finance,
Marketing and Management that aren’t directly attributable
to lines of business decreased by £1.4m to £12.1m (2023:
£13.5m constant currency; £13.6m reported). The benefits of
standardising our processes around the Group more than offset
inflationary increases, and the prior year included £1.1m of one-
off NTU costs.
Foreign exchange movements caused a £0.6m positive impact in
the 2024 results, which may reverse in the following year.
Adjusted EBITDA increased £2.5m to £16.7m (2023: £14.1m
constant currency; £14.4m reported). Adjusted EBITDA margin
increased to 18.5% (2023: 16.7% constant currency; 16.8%
reported) with growth in the higher margin SIS business, lower
central overheads and a positive foreign exchange movement,
offsetting decline in Etio margin. 2025 is expected to incur an
impact of £0.5 million due to the increase in employers’ National
Insurance contributions.
The Statutory Profit after tax for the year increased by £0.4m
to £5.5m (2023: £5.1m constant currency; £5.3m reported)
as the increase in EBITDA was offset by £3.0m relating to the
NTU settlement agreement and associated legal costs. The tax
charge was lower than the prior year at £0.4m (2023: £1.3m
constant currency and £1.3m reported) due to an increased level
of deferred tax assets recognised.
Tribal Group plc | Annual Report & Accounts 2024
14
Student Information Systems (SIS)
£m
2024
2023 Reported
Constant currency
2023
Change constant
currency
Change constant
currency %
Software and support
41.5
38.6
38.3
3.2
8.3%
Foundation Cloud Services
13.0
10.4
10.4
2.6
25.2%
Professional Services
9.4
9.8
9.7
(0.3)
(2.8)%
Core Revenue
63.9
58.8
58.4
5.5
9.5%
Other Software and Services
8.8
9.7
9.5
(0.7)
(7.0)%
Total Revenue
72.7
68.6
67.9
4.9
7.2%
Adjusted Segment EBITDA
27.6
25.7
25.4
2.2
8.7%
Adjusted Segment EBITDA Margin
37.9%
37.5%
37.4%
0.5%
0.5pp
Software and Support revenue increased 8.3% to £41.5m
driven by growth in new customers across all Foundation
products and increases due to inflation and rising student
numbers. Included within Software and Support, Cloud Native
products (on the Edge platform) remained flat during the year at
£5.2m revenue as the focus of attention remained on delivering
the HEFS proposition, £1.5m of perpetual licence revenues are
included in 2024 from FTE increases across the base, which will
fall away during 2025 as the SITS customer base move to the
new HEFS proposition.
Foundation Cloud Services revenue have continued to increase
and are up 25.2% to £13.0m mainly due to the delivery of prior
year Cloud migration sales, as existing customers transition their
existing on-premise SITS software into the Tribal Cloud.
Professional Services includes the implementation of all
software products, typically working alongside customer teams.
Implementation projects vary in length and complexity, ranging
from a small number of days to more than two years for complex
projects. Revenues are either a day rate fee or performed under
a fixed fee for defined implementation scope. Professional
services have continued to be delivered remotely where
appropriate, and the team has been bolstered by the Global
Delivery Centre (GDC) in Kuala Lumpur, Malaysia. Professional
Services revenue decreased by 2.8% to £9.4m (2023: £9.7m
constant currency, £9.8m reported), driven by the British Council
and TAFE projects reducing as the contracts come to an end.
Other Software & Services revenue decreased 7.0% to £8.8m
(2023: £9.5m constant currency, £9.7m reported) due to
continued School Edge churn as expected, and the previously
announced termination of the Australian Department of
Education (DoE) contract with schools in New South Wales, in
June 2024. The DoE has worked with schools to allow them to
select their own providers and move away from one overarching
contract with Tribal. Looking forward, the previously announced
completion of the Technical and Further Education Colleges New
South Wales (TAFE NSW) contract is now expected in mid-2025
and in addition the British Council contract finished in February
2025. These three major contracts contributed £5m of revenue
in 2024, which is expected to drop to c£2m in 2025.
Adjusted Segment EBITDA increased by 8.7% to £27.6m (2023:
£25.4m constant currency; £25.7m reported) and Adjusted
Segment EBITDA Margin increased to 37.9% (2023: 37.4%
constant currency and 37.5% reported). The margin percentage
in the prior year was boosted by 2.5 percentage points due to
the release of the NTU onerous contract provision. Ongoing
margin performance improved significantly, in particular in Cloud
revenues driven by increased scale and successful efficiency
programmes.
SIS focuses on software-related solutions to the Higher Education, Further Education, Employers and Schools sectors across the
main geographic markets being the UK, Australia, New Zealand, Malaysia, Netherlands and Canada.
SIS revenue increased 7.2% to £72.7m (2023: £67.9m constant currency; £68.6m reported). Revenue generated from our core
product offerings increased 9.5% to £63.9m (2023: £58.4m constant currency and £58.8m reported).
Software and Support includes Support & Maintenance fees and subscription licence revenue for all Foundation products (SITS,
Callista, ebs, Maytas, K2 and SID) and revenues for newer associated cloud native products (such as Engage, Semestry, Dynamics
and Admissions). Given the evolving product and bundled pricing (HEFS) strategy, all product sets are shown together with the
exception of Cloud revenues associated with Foundation products. Foundation Cloud Services cover the provision of Tribal Cloud, a
fully managed public cloud service and other hosting services supporting Tribal products, either in a private cloud, or increasingly in a
public cloud.
Strategic Report
Governance
Financial Statements
15
Financial review continued
Education Services (ES)
£m
2024
2023
Reported
Constant
currency
2023
Change
constant
currency
Change
constant
currency
%
Revenue
17.3
17.2
17.0
0.2
1.3%
School
Inspections and
Related Services
14.8
14.2
14.1
0.7
5.0%
i-graduate –
Surveys and Data
Analytics
2.4
2.9
2.9
(0.5)
(16.4)%
Adjusted Segment
EBITDA
0.6
2.4
2.4
(1.8)
(76.8)%
Adjusted Segment
EBITDA Margin
3.2%
14.1%
13.9%
(10.7)% (10.7)pp
Etio provides non-software related solutions globally across
the same market sectors. The core offerings are inspection and
review services which support the assessment of educational
delivery, performance benchmarking, student surveys, and data
analytics.
Etio revenue increased by 1.3% to £17.3m (2023: £17.0m
constant currency; £17.2m reported) with growth in School
Inspections & Related Services income offsetting a reduction
in Surveys and Benchmarking due to the seasonality of the
Southern Hemisphere International Student Barometers in which
most institutions participate every other year.
The revenue from School Inspections & Related Services
increased by 5.0% to £14.8m (2023: £14.1m constant currency;
£14.2m reported). Growth was driven by contracts in the Middle
East, particularly the Subject Specific Teacher Training Online
(SSTTO) project for the Emirates Schools Establishment.
The revenue for Surveys & Data Analytics decreased by 16.4%
to £2.4m (2023: £2.9m constant currency; £2.9m reported).
The revenues from Surveys reduced, as expected, due to the
seasonality discussed above.
The Adjusted Segment EBITDA in Etio decreased by 76.8%
to £0.6m (2023: £2.4m constant currency; £2.4m reported),
the Adjusted Segment EBITDA Margin also decreased 10.7pp
to 3.2% (2023: 13.9% constant currency; 14.1% reported),
this decrease is largely due to a mix more weighted to larger
lower margin contracts and £0.6m investment in the business
development and marketing costs of establishing a single global
unified brand.
Product development
£m
2024
2023
Reported
Change
Product Development
10.6
12.4
(15.1)%
Of which capitalised
4.4
8.5
(47.9)%
Software and Support
4.4
8.5
(47.9)%
Of which expensed
6.1
4.0
55.3%
Software and Support
5.6
3.4
64.7%
Other Software and Services
0.5
0.6
(14.2)%
Amortisation
1.9
1.5
28.0%
The Group spent £10.6m on Product Development, of which
£4.4m was capitalised in relation to Admissions, Semestry and
Dynamics (2023: £12.4m spent, £8.5m capitalised).
As previously announced, development activities reached
their peak during 2022, and the team was reduced part way
through 2023 to align to our development strategy. During the
year the decision was made to put TDE (Tribal Data Engine) on
‘stop sell’ with an alternative Tribal product proving more cost
effective for customers. As this asset will not generate future
economic benefit, a £1.4m impairment has been included within
Exceptional Items (refer to note 6). This will have no future
cash impact on the Group. The Board’s prior decision to reduce
overall R&D spend and focus sales efforts on a slimmed down
product set, leading with Admissions has continued. Admissions
is expected to be ready for the first UK pilot customers late in
2025.
Expensed product development increased 55.3% to £6.1m
(2023: £4.0m) of which £5.6m (2023: £3.4m) related to our core
products and £0.5m (2023: £0.6m) related to Other Software
and Services.
Tribal Group plc | Annual Report & Accounts 2024
16
Key performance indicators (KPIs)
£m
2024
2023 Reported
2023 Constant
currency
Change constant
currency
Change constant
currency %
Revenue
90.0
85.7
84.9
5.1
6.0%
- Student Information Systems
72.7
68.6
67.9
4.9
7.2%
- Etio
17.3
17.2
17.0
0.2
1.3%
Adjusted EBITDA1
16.7
14.4
14.1
2.5
17.8%
Adjusted EBITDA Margin 1
18.5%
16.8%
16.7%
1.9%
1.9pp
Annual Recurring Revenue (ARR)2
57.0
54.5
53.5
3.5
6.5%
Gross Revenue Retention (GRR)3
93%
91%
91%
2.0%
2.0pp
Net Revenue Retention (NRR)3
106%
102%
102%
3.9%
3.9pp
Committed Income (Order Book) 4
179.7
168.8
167.2
12.6
7.5%
Operating Cash Conversion 6
101.5%
110.5%
113.6%
(12.1)%
(12.1)pp
Free Cash (Out)/In Flow
7.3
(1.4)
(1.4)
8.7
615.9%
Staff Retention
89.3%
86.2%
86.2%
3.1%
3.1pp
Revenue per Operational FTE 5
£108.8k
£103.2k
£102.2k
£6.6k
6.4%
1. Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing operations and exclude charges reported in ‘Exceptional items’ of £5.6m (2023: £3.1m),
refer to Note 4. EBITDA is calculated by taking the Adjusted Operating Profit after the allocation of Central Overheads and excludes Interest, Tax, Depreciation and
Amortisation.
2. Annual Recurring Revenue is a forward-looking metric. Includes exit rate annualised recurring revenue, plus future contracted recurring revenue yet be delivered, and
known losses within the next 12 months where customers have given notice.
3. GRR is calculated as a percentage of recurring revenue retained from existing customers at 1 January including contract expiry, cancellations or downgrades in the
year. NRR is calculated as a percentage of recurring revenue retained from existing customers at 1 January including upsells as well as contract expiry, cancellations or
downgrades in the year.
4. Committed Income (Order Book) refers to the Total Contract Value of booked sales orders which have not yet been delivered (including two years Support and
Maintenance, where it is contracted on an annual recurring basis).
5. Revenue per Operational FTE uses the average FTE for the year excluding average FTE associated with capitalised Product Development. In 2024 56.0 FTE were
capitalised (2023: 107.3).
6 Operating cash conversion is calculated as net cash from operating activities before tax, excluding cash outflow of £0.2m (2023: £0.8m) from an aborted takeover,
£0.5m (2023:£0.9m) of restructuring costs and £1.4m of NTU settlement (2023:£nil) as a proportion of Adjusted EBITDA which in 2023 excluded the onerous contract
provision release of £4.3m.
The above Alternative Performance Measures (APM) are not Statutory Accounting Measures and are not intended as a substitute
for statutory measures. A reconciliation of Statutory Operating Profit and Adjusted EBITDA has been provided in the financial
statements.
Annual recurring revenue (ARR)
£m
2024
2023
Reported
2023
Constant
currency
Change
Change
%
Software and
Support
41.1
38.5
37.8
3.3
8.8%
Foundation Cloud
Services
13.7
12.6
12.5
1.2
9.5%
Core product ARR 54.8
51.1
50.3
4.5
9.0%
Other Software
and Services
2.3
3.4
3.3
(1.0)
(31.3)%
Total ARR
57.0
54.5
53.5
3.5
6.5%
ARR is a key forward-looking financial metric of the Group and
is an area of strategic focus. Our aim is to grow ARR in our
core products through the delivery of Software-as-a-Service
contracts, providing increased quality of earnings.
ARR relating to our core product offering increased by 9.0% to
£54.8m (2023: £50.3m constant currency, £51.1m reported)
driven by £1.0m from new customer wins and cloud migrations,
and also upsell to existing customers across our core product
offerings. Within our Core products the cloud native software
(such as Engage, Semestry and Dynamics) remained flat at
£5.9m.
ARR relating to other software and services has decreased 33.4% to £2.3m (2023: £3.3m constant currency, £3.4m reported),
of which £1.0m relates to the removal of ARR for the British Council contract which ended early 2025. All of the major non-core
Australian contracts have been removed from ARR, and the rate of decline will be considerably slower going forward.
NRR 106% (2023: 102%) has increased by 3.9pp highlighting the growth opportunities within our existing customer base, in
particular migrations of on-premise customers into the cloud.
GRR 93% (2023: 91%) includes churn across our School Edge customers of 0.8ppt and 2.8ppt for the termination of Department of
Education contract in June 2024, leaving a core underlying GRR of 96.6%.
Strategic Report
Governance
Financial Statements
17
Financial review continued
Committed Income (Order Book)
The Committed Income (Order Book) relates to the total value
of orders across SIS and Etio, which have been signed on or
before, but not delivered by 31 December 2024. This represents
the best estimate of business expected to be delivered and
recognised in future periods and includes two years of Support
& Maintenance revenue. At 31 December 2024 this increased
to £179.7m (2023: £167.2m constant currency, £168.8m
reported). Growth is mainly due to the new Attendance Mentors
contract within Etio.
Operating cash conversion
Operating cash conversion is calculated as net cash from
operating activities before tax (excluding the cash outflow of
£0.2m (2023: £0.8m) from costs associated with the lapsed
offer from Ellucian, £0.4m (2023: £0.9m) of restructuring costs
and £1.4m in relation to the NTU settlement) as a proportion
of Adjusted EBITDA (in 2023 this excluded the release of the
onerous contract provision of £4.3m due to the end of the NTU
contract. In 2024, operating cash conversion was 101.5% (2023:
110.5% reported).
Free cash flow
Free cash flow is included as a key indicator of the cash that
is generated (or absorbed) by the Group and is available for
acquisition-related investment, interest and finance charges,
and distribution to shareholders. Free cash flow in 2024
improved to an inflow of £7.3m (2023: outflow of £(1.4)m
reported) as investment in product development decreased and
net cash flow from operating activities before tax increased to
£14.9m (2023: £9.4m) due to increased sales and the impact of
£3.7m NTU contract cash outflows in 2023, offset by higher tax
payments £2.2m (2023: £1.1m).
Full time equivalent (FTE) and staff
retention
2024
2023
Change
UK
558
601
(43)
Asia Pacific
291
293
(2)
Rest of world1
18
14
4
Full Time Equivalent (FTE)
867
908
(41)
1. Including USA, Canada and Middle East.
Our overall workforce has decreased by 4.5% to a total FTE of
867 from 908 at 31 December 2023.
On an operational FTE basis (excluding Capitalised Product
Development), the revenue per average operational FTE
increased to £108.8k (2023: £103.2k).
The reduction in headcount reflects our drive for operational
efficiencies and reduction in product development, whilst
growing our global delivery capability in the Philippines. Staff
retention has increased to 89.3% (2023: 86.2%).
Exceptional items
The Group has adopted a policy of disclosing separately on
the face of its Group income statement the effect of any
components of financial performance considered by the
Directors to not be directly related to the trading business or
significant one-off events, for which separate disclosure would
assist in a better understanding of the financial performance.
Exceptional items amounted to £5.6m (2023: £3.3m) and a full
explanation is included in Note 6, however the main items are as
follows:
•
Restructuring and associated costs: Relate the restructuring
of the Group’s operations to support the Group’s transition
to a pure-play Edtech, SaaS business (2024: £0.7m; 2023:
£1.0m).
•
Etio restructure costs: Board’s strategic review of Etio and
establishing Etio as a standalone entity (2024: £0.3m; 2023:
£1.0m).
•
NTU Settlement costs, including legals, following the
settlement agreement in May 2024 of £3.0m.
•
Impairment of TDE (Tribal Data Engine) intangible asset
following the product being put on stop-sell of £1.4m.
Net cash and cash flow
£m
2024
2023
Change
Net cash flow from operating
activities before tax
14.9
9.4
5.5
Tax paid
(2.2)
(1.1)
(1.1)
Purchases of PPE
(0.3)
(0.4)
0.1
Net lease payments
(0.8)
(0.9)
0.1
Capitalised product development
(4.4)
(8.5)
4.1
Proceeds from shares
0.1
0.1
0.0
Free cash flow
7.3
(1.4)
8.7
Net cash outflow from acquisition
activities
0.0
(0.1)
0.1
Net cash inflow/(outflow) from
other financing activities 1
(8.5)
5.6
(14.1)
Net (decrease)/increase in cash
& cash equivalents
(1.2)
4.1
(5.3)
Cash & cash equivalents at
beginning of the year
6.8
2.9
3.9
Less: Effect of foreign exchange
rate changes
(0.3)
(0.2)
(0.1)
Cash & cash equivalents at end
of period
5.3
6.8
(1.5)
Restricted cash 2
(0.5)
-
(0.5)
Borrowings
(8.0)
(14.0) 6.0
Net debt at end of period
(3.2)
(7.2)
4.0
1. Net cash inflow/outflow from other financing activities consists of Interest
Paid (£1.1)m (2023: (£0.7)m), Net Loan Repayment (£6.0)m (2023: drawdown of
£7.8m) and Dividends paid of (£1.4)m (2023: (£1.4)m).
2. Restricted cash relates to funds of £0.5m (2023: £nil) to settle contractual
payments under a grant scheme that the Group administers for the Department
of Education.
Tribal Group plc | Annual Report & Accounts 2024
18
Net debt and cash equivalents excluding restricted cash of
£0.5m at 31 December 2024 were (£3.2)m (2023: (£7.2)m).
Operating cash inflow before tax for the period was £14.8m
(2023: £9.4m), £5.4m higher than last year driven by higher
operating profit and the impact of £3.7m NTU contract cash
outflows in 2023. Cash expenditure on exceptionals was £2.0m,
with £1.4m of the NTU settlement and £0.4m of reorganisation
costs.
Capitalised product development decreased to £4.4m (2023:
£8.5m) in line with the Group’s product investment programme.
The Group made a payment of £nil for deferred consideration
(2023: £0.1m). The 2023 charge was a final earn-out payment
for Eveoh. There were no acquisitions in 2024.
Cash outflow from other financing activities as defined above
increased to £8.5m (2023: inflow of £5.6m). The main impact
being the repayment of the multicurrency revolving facility
where a net £6.0m was repaid (2023: drawdown of £7.8m). The
Group paid an interim dividend of 0.65p per share in the year with
£1.4m returned to shareholders. Bank loan arrangement fees
and all interest in the period totalled £1.1m (2023: £0.9m).
Funding arrangements
On 29 December 2023 the Group entered into a three-year £20m
multicurrency revolving facility with a further £5m accordion
with HSBC, with the option to extend by a further two years, in
January 2025 the first one year extension was activated, with
the second available later in 2025. The facility was put in place
to cover general corporate and working capital requirements of
the Group; as at 31 December 2024 £8.0m (2023: £14.0m) of
the loan was utilised. The Group has a £2m committed overdraft
facility in the UK and an AUD $2m committed overdraft facility
in Australia; both facilities are committed for a 12-month period
ending August 2025 and October 2025 respectively. At 31
December 2024 none of the overdraft facilities were drawn.
Shareholders returns and dividends
As noted in the 2023 Annual Report & Accounts the Board
deferred its decision upon the quantum of the dividend in
respect of the year-ended 31 December 2023 due to the
uncertainty over the outcome of the dispute with NTU. Following
the settlement of the dispute, in November 2024 an interim
dividend of 0.65p per share was paid totalling £1.4m. The Board
is proposing a final dividend in respect of the year ended 31
December 2024 of 0.65p, pending approval at the AGM on 27
May 2025. The anticipated payment date is 24 July 2025, with
an associated record date of 27 June 2025 and an ex-dividend
date of 26 June 2025.
Going concern
As at 31 December 2024, the Group had cash and cash
equivalents of £5.3m (2023: £6.8m) and borrowings of £8.0m
(2023: £14.0m). The Group has funding arrangements in place as
described earlier, also please see Note 19.
The Group benefits from strong annual recurring revenues and
cash generation, it also has a significant pipeline of committed
income as it enters 2025. The Group’s net current liability
position has increased to £23.4m from £19.1m in 2023; the
increase mainly driven by net contract liabilities. Net current
liabilities primarily consists of net contract liabilities of
£26.3m (2023: £21.8m) relating to deferred customer revenue
recognised in accordance with IFRS 15.
During the year the NTU contract dispute was settled with
remaining payments to be made in 2025 of £1.7m.
In assessing the Group’s going concern position the Directors
have considered all relevant facts, latest forecasts, an
assessment of the risks faced by the Group, and considered
potential changes in trading performance. In addition,
management have stress tested the latest forecasts to the
point where either the Group cannot meet its liabilities or is
in breach of banking covenants and have concluded that this
position is highly unlikely. Accordingly, the Directors have a
reasonable expectation that the Group and the Company have
adequate resources to continue in operational existence for
at least 12 months from the date of approval of the financial
statements and the foreseeable future. Thus, they continue
to adopt the going concern basis in preparing the financial
statements.
Taxation
The corporation tax on profit before tax was £0.4m (2023:
£1.3m). This decrease is primarily driven by increased
recognition of deferred tax assets.
Share options and share capital
On 13 June 2024, 1,766,193 nil-cost share options were
granted to Mark Pickett (1,109,005) and Diane McIntyre
(657,188) as part of their ongoing remuneration.
On 5 June 2024, 552,291 nil-cost share options were granted to
eligible employees on the Executive Board under the terms of its
2018 Long-Term Incentive plan.
Earnings per share (EPS)
Adjusted basic earnings per share from continuing operations
before exceptional items and intangible asset impairment
charges and amortisation, which reflects the Group’s underlying
trading performance, increased to 4.7p due to the improved
adjusted profit before tax in the year.
Statutory basic earnings per share increased to 2.6p (2023:
2.5p) as a result of the statutory profit in the year of £5.5m
(2023: £5.3m).
Pension obligations
At 31 December 2024, the Group operated two defined benefit
pension schemes for the benefit of certain deferred employees
of its subsidiaries in the UK. These schemes are administered
by separate funds that are legally separated from the Company.
The trustees of the pension funds are required by law to act in
the interest of the funds and of all relevant stakeholders in the
schemes. The trustees of the pension funds are responsible for
the investment policy with regard to the assets of the funds.
The surplus recognised under IAS 19 at the end of the year was
£0.1m (2023: surplus of £0.1m), with gross assets of £7.9m and
gross liabilities of £4.7m (2023: £8.5m and £5.7m respectively).
Total actuarial losses recognised in the consolidated statement
of comprehensive income are £0.1m (2023: losses £(0.1)m). The
Company does not have an unqualified right to apply any surplus
on one of the schemes and consequently a surplus of £3.1m has
not been recognised.
Diane McIntyre
Chief Financial Officer
Strategic Report
Governance
Financial Statements
19
Stakeholder engagement
Long-term business
success
Statement by the directors in performance
of their statutory duties in accordance
with S172(1) Companies Act 2006
Tribal’s Board must consider, both individually and
together, that they have acted in the way that
they consider, in good faith, would be most likely
to promote the success of the Company for the
benefit of its members as a whole and having regard
(amongst other matters) to factors set out in (a) to
(f) s172 Companies Act 2006.
The Board has regard to the following matters in its decision-
making:
•
Likely consequences of any decisions in the long term.
•
Interests of the Company’s employees.
•
Need to foster the Company’s business relationships
with suppliers, customers and other key stakeholders.
•
Impact of the Company’s operations on the community
and the environment.
•
Desirability of the Company maintaining a reputation for
high standards of business conduct.
•
Need to act fairly between members of the Company.
In discharging its Section 172 duties the Board has considered the
factors set out above and the views of key stakeholders.
Engaging, consulting and action on the needs of different
stakeholders is critical for the development and delivery of a
culture and strategy that achieves long-term success.
Tribal undertakes meaningful engagement with its stakeholder
groups to build trusted, strong relationships and supports the
ethos of Section 172 in order to support good decision-making.
Annually, the Board undertakes an in-depth review of the
Company’s performance against its strategy and five-year
objectives. In 2024 this once more involved a detailed review of
the Group’s five-year financial model. Once reviewed by the Board,
the five-year model and strategy was used to shape the financial
budget, including investment decisions for the next financial year
and future strategic direction of the Company. In making decisions
concerning the business plan and future strategy, the Board has
regard to a variety of matters including the interests of various
stakeholders, the consequences of its decisions in the long-term
and its long-term reputation.
The Board acknowledges that some decisions will not necessarily
result in a positive outcome for all our stakeholders, however, it
always strives to act in the best interest of the Group and to be
fair and balanced in its approach to stakeholder management.
The needs of different stakeholders are always considered as
well as the consequences of any decision in the long term and
the importance of our reputation for high standards of business
conduct. By considering the Group’s purpose, vision, values and
commitment to responsible business, together with its strategic
priorities and having a process in place for principal decision-
making, the Board aims to ensure that its decisions are in the best
interests of the business.
Tribal Group plc | Annual Report & Accounts 2024
20
The Company’s key stakeholders are set out in the table below. The views of and the impact of the Company’s activities on those
stakeholders are an important consideration for the Directors when making relevant decisions.
Stakeholder group
Why we engage
How we engage
Investors
Trust from our shareholders is key to delivering our
strategy and long-term success. We endeavour to
provide fair, balanced, and meaningful information
to shareholders and potential investors to ensure
they understand our performance and strategy.
Shareholders play an important role in the success
and growth of the Group and have historically
provided a source of equity to help fund some of
the acquisitions made. In addition, shareholders
provide important feedback to the Executive
Directors on market conditions, expectations, and
economic performance.
The Chief Executive Officer and Chief Financial
Officer meet with representatives of most major
institutional shareholders at least twice a year.
Feedback from these meetings is shared with
the Board to ensure the Directors understand
shareholder expectations and motivations. The
Directors are also available at the AGM to answer
questions raised by shareholders.
Tribal encourages regular dialogue with both
existing and potential shareholders throughout
the year to understand their needs and
expectations, and to ensure that the Group’s
strategy, business model and progress are clearly
understood.
Investor information including the Annual Report,
investor presentations and announcements are
available on the Company’s website.
Employees
Our employees are vital to help us deliver on
our strategic objectives. We seek to attract,
develop, and retain high-calibre staff, and as a
consequence, our customers can be assured
that the service they receive is among the best
available.
Employee performance reviews are conducted
annually. In addition, managers are encouraged to
hold regular, informal one-to-one sessions with
each of their direct reports.
Employees can ask questions regarding all
aspects of the business during our regular
Group-wide all-hands meetings with the Group’s
Executive Management team.
Customers and
Suppliers
Delivering our strategic priorities and ensuring we
continue to operate successfully requires strong
mutually beneficial relationships with customers,
suppliers, and government departments.
Tribal aims to build strong and trusted business
relationships with both customers and suppliers,
all of whom are crucial to delivering many of our
strategic objectives. We aim to maximise cost
efficiencies and enhance positive outcomes for
all.
The Group has regular communication via email,
newsletters and the Group’s website that includes
news and regular blogs for all stakeholders to
view.
We have a team focused on Customer Success,
facilitating ongoing meetings with existing
customers to better service our customers and
add value across our customer base.
Last year we held two customer conferences in
the UK, aimed at updating both our product ‘users’
and institution ‘leaders’.
Customers from across the globe joined us for
a series of interactive sessions, panels and
keynotes designed to inspire, and ultimately
empower individuals and teams to get the very
best from our suite of products and services.
Strategic Report
Governance
Financial Statements
21
Environmental, Social and Governance Report
Tribal is fully committed to delivering
sustainable growth that benefits the
environment, society and the communities that
we serve, underpinned by good governance.
We believe the credibility and sustainability of
any business goes beyond pure financial gain;
a principle demonstrated by our mission to
empower the world of education.
Our core tenets
We believe our solutions have the potential to make a positive
impact within the education sector in two key areas: increasing
student wellbeing, diversity and success, while supporting the
drive by the sector to lower carbon emissions.
The issues of emotional wellbeing and diversity of their student
populations continue to be high on the agenda of the vast
proportion of the world’s educational institutions and we are
committed to harnessing the power of cloud computing to help
our customers in addressing these challenges and realising their
goals. You can read more on this topic within the Social section
of this report.
Educational institutions are also increasingly conscious of the
role they can play in the global drive towards the reduction of
carbon emission. We believe the continued progression from
the use of servers running localised versions of our software on
customer sites (via our traditional SIS offerings), to our next-
generation offerings, hosted within larger datacentres (Tribal
Cloud and Edge), will not only free our clients from the burden of
running their own IT systems, but also reduce the overall power
consumption required to deliver this technology. You can read
more about this within the Environmental section of this report.
Our priority areas
Alongside these two core tenets and as part of our journey
to continually improve our approach and performance, the
ESG Committee, chaired by Non-Executive Director, Nigel
Halkes, ensures effective oversight and investment in these
increasingly important areas. The Committee meets twice a year
and members include Diane McIntyre (Governance), Chloe Payne
(Social) and Matt Davis (Environmental).
The Committee focuses on priority areas for the Group and each
area has key initiatives and objectives for the coming year and
appropriate ownership from across our Executive Leadership
Team. We have demonstrated where these priority areas align
with the UN’s Sustainable Development Goals (SDGs), as shown
below.
Since 2023, Tribal has had an ESG working group formed to
implement our initiatives across the Group, including Finance,
Human Resources and Governance.
Ultimate responsibility for Tribal’s ESG performance lies with
the Board. However, we recognise that these initiatives are
important to, and rely on the commitment of all staff, and we
continue to make efforts to encourage involvement across the
business.
UN SDGs
Tribal Group plc | Annual Report & Accounts 2024
22
Tribal has been focused on reducing its environmental impact for a number of years.
KEY INITIATIVE:
Reduced travel with carbon offset: ongoing
Following the introduction in 2022 of a travel mindfulness
framework and travel guidelines, we have continued to focus
on reducing travel to those levels necessary for business
operations. Whilst the pandemic contributed greatly to travel
reductions, we have maintained air travel levels within our
targets, and achieved a reduction in air travel from EMEA
operations by 30% over the 5-year period to 2024 and saved
an additional 275 tCO2e during 2024 through our travel
mindfulness approach. We will continue to promote a
‘remote-first’ model for service delivery and challenge any
travel which is out of scope of our travel mindfulness ethos.
Our e-vehicle (EV) salary sacrifice scheme for staff, which was
set up at the end of 2021, has saved 71.29 tonnes of CO2e.
The uptake in this scheme has continued to be impacted
by the global supply shortage of EV components causing
excessive lead times. Although many of our employees are
remote workers, when travel cannot be avoided, we continue
to look for new ways to offset our emissions with reductions
elsewhere. We will continue to offer this scheme to our
staff and work towards our target of having at least 10% of
employees using the scheme.
KEY INITIATIVE:
Cloud consumption: ongoing
Our Cloud Optimisation Director has continued to develop
and oversee our cloud consumption. Focus has been on
developing policies and procedures to prevent waste in our
cloud consumption, such as redundant resources, the over-
provision of servers and excessive data retention policies.
The cloud commercial team are creating baseline plans
to track standard business-as-usual sizings for our SITS
customers, meaning engineers can refer to accurate
customer data on cloud provisioning needs.
Tribal’s cloud hosting providers, Amazon Web Services (AWS)
and Microsoft, are also committed to building a sustainable
business for customers and the planet. Ongoing discussions
are being had with our providers about enabling visibility
of carbon footprint data in order to actively reduce CO2
emissions. AWS is on a path to met its goal to achieve 100%
renewable energy in 2025 and continues to be the world’s
largest corporate buyer of renewable energy. Microsoft
has been carbon neutral across the world since 2012 and
commits to being carbon negative by 2030. Using cloud
providers who are also committed to reducing carbon
emissions, Tribal expects to see a positive impact on its cloud
carbon footprint and thereby that of its customers going
forward.
Environmental
Tribal is committed to contributing to a fairer and more socially inclusive world. As well as
having a positive impact on our employees and customers, we are aware of the positive
contribution we can make to wider society.
Social
KEY INITIATIVE:
Diversity within Tribal: ongoing
It is important to ensure that we have an inclusive
organisation where diverse talent is developed, engaged and
retained. Building upon our work in previous years we have
continued to partner with external diversity and inclusion
experts, Business in the Community, who are supporting the
design of our ongoing management development program,
built upon insight from our employee survey information.
In 2024, we continued to focus on developing our approach to
talent acquisition to ensure the business is hiring talent into
the business at representative rates. Throughout the year, we
made net positive progress in the recruitment rate of ethnic
minority and female employees and continue to develop our
strategy to attract and retain the right talent.
KEY INITIATIVE:
Supporting student welfare: ongoing
The challenges that students face today in colleges and
universities are well documented, with increasing numbers
reporting concerns about their mental health and struggling
to balance financial, work and personal commitments.
Education providers are also facing increasing demands to
help and support students. Tribal has been a leader for many
years in providing solutions for support services and is proud
to continue this history of innovation with Tribal Student
Support and Wellbeing. With a wide range of communication
options, this is able to reach students with the services they
need. Staff also have a comprehensive view of a student’s
wellbeing from within a single record, helping institutions
provide more effective and efficient delivery of services.
Strategic Report
Governance
Financial Statements
23
Governance
Environmental
•
Rolled out revised P2P processes to ensure supplier framework is followed .
•
Continued to promote a remote-first model for service delivery and challenge any travel which is out of scope of our travel
mindfulness ethos.
•
Octopus Electric Vehicle car scheme continued in the UK with saving 71.29 tonnes of C02e since the end of 2021.
•
Continued progress with our flagship reward and recognition programme, Tribal Achievers. This is a Company-wide, employee
experience platform that enables all managers and colleagues to show appreciation, recognise, reward and celebrate colleagues
within their own team and across the whole organisation. Each recognition aligns with one of our company values.
•
Expended partnership with ChapterOne, a charity that supports children to reach their potential as happy and confident
readers. This program focuses on supporting struggling young readers in areas of deprivation across the UK, including the
government’s designated Education Investment Areas. Tribal colleagues volunteer 30 minutes per week to provide much needed
reading support to primary school children.
Social
Governance
KEY INITIATIVE:
Global ISO certification: ongoing
Tribal Group holds certification for both the ISO 27001
standard for Information Security and the ISO 9001 standard
for Quality Management. Being globally aligned and ISO
certified forms an essential part of our risk mitigation
strategy and provides assurance for our customers. In
2025 we will maintain our current ISO certifications and will
continue to align our business continuity activities with the
ISO 22301 standard for Business Continuity.
KEY INITIATIVE:
Standardisation and simplification: ongoing
Following investment in the new finance and subscription
system which went live in the previous year, the Global
Business Services (GBS) organisation continued to work of
their objective of driving internal efficiencies by simplifying,
standardising and centralising back office processes into a
single, global Centre of Excellence. Further business-critical
processes have migrated to GBS throughout the year delivering
immediate benefits and a solid foundation for continued
improvements.
ESG Report continued
Tribal is committed to maintaining high standards of corporate governance and has adopted
the Quoted Companies Alliance Corporate Governance Code. The Board will continue to
develop its governance arrangements particularly in respect of environmental and social
issues, including changes required as a result of the requirements of the Taskforce on
Climate-related Financial Disclosures.
2024 Highlights:
With our values in mind, we made good progress against our ESG objectives in the year, including achieving the following:
Tribal Group plc | Annual Report & Accounts 2024
24
ESG Report continued
Streamlined energy and carbon
reporting (SECR)
The credibility and longevity of any business goes beyond
pure financial gain; a principle long-embodied and supported
by Tribal’s strong values-based culture and approach to
environmental, social and governance issues.
Tribal is subject to the Streamlined Energy and Carbon Reporting
(SECR) Framework Regulations. Our energy consumption figures
(see Table 1) and our greenhouse gas emissions relating to gas,
electricity and transport (see Table 2) as well as an intensity
ratio, and information relating to our energy efficiency action are
presented as follows.
In 2024, our Scope 1 and Scope 2 emissions were 32.83 tC02e
(2023: 83.2 tC02e). The greatest contributors to Scope 1
and Scope 2 operational emissions are the electricity and gas
used in powering our buildings. Our purchased electricity has
significantly decreased as we have reduced property space and
moved to serviced offices, gas usage has remained broadly level.
Scope 3 emissions are attributed to fuel used in employees’ cars
on business use.
Table 1: Energy consumption
Area
Category
Sub-category
2024
Consumption
2023
Consumption
Change
Units
Electricity
Electricity
Purchased electricity
109,923
352,293
(242,370)
kWh
Gas
Stationary
combustion
Natural gas
56,437
60,215
(3,778)
kWh
Transport fuel
Combustion of fuel used in personal cars on business use
178,515
263,569
(85,054)
kWh
Table 2: Scope 1, 2 and 3 intensity ratios
Year ended 31 December 2024
Scope 1
Scope 2
Scope 3
Total
Tonnes of CO2e
10.30
22.53
21.37
54.20
Percentage
19%
42%
39%
100%
Emissions intensity relative to revenue (tCO2e/£m)
0.11
0.25
0.24
0.60
Year ended 31 December 2023
Scope 1
Scope 2
Scope 3
Total
Tonnes of CO2e
10.99
72.21
70.35
153.55
Percentage
7%
47%
46%
100%
Emissions intensity relative to revenue (tCO2e/£m)
0.13
0.84
0.82
1.79
Nigel Halkes
Chair, ESG Committee
CAUTIONARY STATEMENT
This information has been prepared solely to provide information to shareholders to assess how the Directors have performed their
duty to promote the success of the Group. The Strategic Report contains certain forward-looking statements. These statements are
made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such
statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors,
which underlie any such forward-looking statement.
Strategic Report
Governance
Financial Statements
25
Climate-related Financial Disclosures Report
Tribal recognises the significant impact that climate-related
risks and opportunities (CRROs) may have on our business
and its impact on wider society. We proactively consider ways
in which we can do our part. This report sets out our detailed
climate-related financial disclosures in accordance with the
Companies Act 2006, where we are in this journey, as well as
our plans for reaching our Net Zero commitment.
Governance
We consider climate-related risks in our risk register, which is
considered by the Board on a regular basis. The Board is fully
aware of their responsibilities as they relate to the climate
and its impact on the business. This is demonstrated through
establishing the ESG Committee, as explained on page 22.
The day-to-day consideration of climate-related matters
is currently situated with an ESG working group, under the
oversight and responsibility of the ESG Committee. The ESG
working group meets monthly with any decisions ratified by
the ESG Committee. The ESG working group consists of senior
management, ensuring representation from across the business.
Any strategies to manage and respond to identified CRROs can
only be successful when everyone in the Group contributes.
We continually raise awareness of our responsibilities and how
everyone can assist. This awareness is raised through training
initiatives, Executive vlogs, Tribal talks, poster campaigns, and
an intranet ESG page.
Strategy
The Group’s processes for identifying and assessing CRROs
are described in the Risk Management section below. At
present, none of the CRROs are assessed as being material to
the Group, irrespective of timeframe. Accordingly, there are no
material impacts on the Group’s financial statements for the
current financial year. Nevertheless, we remain aware of the
continuously evolving landscape, the potential impact it may
have on our business and stakeholders, and the importance that
even small changes can have.
Even though there are currently no material impacts from CRROs,
we have developed a longer term strategy to ensure we do our
part in achieving a lower carbon economy for a sustainable
future.
We previously communicated our Carbon Reduction Plan which
sets out our commitment to achieve Net Zero GHG (greenhouse
gas) emissions by 2050. The Carbon Reduction Plan, with the
latest updates to our performance, can be found on our website
and are summarised in the Metrics and Targets section. The
key GHG metrics and targets are based on current emissions
reporting, encompassing our operations in the UK, in accordance
with statutory requirements. We are hard at work to assess
data collection to expand our emissions reporting to operations
outside the UK, as well as greater disclosure of Scope 3
emissions.
In addition to the above, we continue to invest in various
initiatives to assist us in achieving our commitment. We
exceeded our target to reduce our air travel by 25% per head
over five years and an e-vehicle salary sacrifice scheme has
been very successful, albeit falling short of our aim of at least
10% of our employees participating at the end of 2024.
Other ongoing initiatives include a ‘remote-first’ business,
reducing general travel requirements, refitting offices with LED
lighting, reducing reliance on paper, and ensuring upcycling or
recycling of electronic equipment.
With our continued transition to a SaaS business, we are
migrating services to the cloud. We recognise that our use of
cloud-based resources has a climate impact and is impacted by
climate-related matters. Our focus is currently on the climate
impact of using these cloud-based resources. During 2024, we
have continued to analyse and communicate with major cloud
vendors to identify data and potential metrics that we can use to
assess, monitor, and manage our climate impact. We continue to
optimise our usage of the cloud through modernisation. We have
also been using the monetary value of our usage (using constant
rates) as a proxy for measuring a reduction in climate impact at
a location basis. This is deemed relevant given that the usage is
normally charged on a per-hour basis. However, it is imperfect
and not comparable across locations.
To further cement our commitment to sustainability and
reducing our climate impact, we joined the UN Global Compact
in 2023. The UN Global Compact is the world’s largest corporate
sustainability initiative. This allows us to form part of a wider
community of corporations where we can share and learn best
practices to reduce our climate impact.
We are continually in communication with key suppliers to
understand their sustainability goals and plans, ensuring that
they are in alignment with our endeavours. We introduced our
Supplier Management Framework in 2022 which forms the
basis of our dealings with suppliers. The Supplier Management
Framework includes considerations relating to sustainability and
climate-related matters.
Although we have not yet formally assessed our resilience
against different climate scenarios, we have robust business
continuity management processes to ensure that we can
continue to operate after experiencing shorter term shocks. We
will continue to rely on these processes until we can perform
a formal resilience assessment. Such an assessment can only
occur once we have greater clarity on our current impacts and
measures for reducing those impacts.
Risk management
Tribal’s risk management process for climate-related risks
(CRRs) is incorporated into our overall risk management
process. This process requires senior leaders to identify all
relevant risks, including CRRs, and populate the risk register
for their respective risks. In addition, we have one senior
leader who focuses specifically on CRRs. The risk register
includes relevant details of each risk and its potential impact
on the entity. All risks are ranked based on the risk’s likelihood
of occurring and its magnitude of impact. The risk register
elaborates on any action plans or controls to reduce, mitigate,
manage, and monitor each risk. A risk remains on the risk
register for so long as it remains a risk and cannot be fully
reduced.
This approach ensures the most complete identification of
CRRs by those closest to them. The enhanced focus on CRRs
through appointing a responsible senior leader ensures that we
keep ahead of this changing field. In addition, we ensure that
we maintain the same level of scrutiny in relation to CRRs as we
do to all other risks.
Tribal Group plc | Annual Report & Accounts 2024
26
We are continually exploring various ways to ensure that we
capture and address all risks. One of the ways we’ve achieved
this is to simplify the method of collating and monitoring risks.
This process is achieved via an app with various reporting
functionalities, which streamlines the entire process.
We do not currently classify risks according to timeframes, i.e.,
whether the risk is associated with the short-, medium-, or long
term. Instead, the timeframe of the risk forms part of its overall
assessment.
The risk register is regularly discussed in detail at various levels
in the Group. The Board also has access to the risk register and
various risks, based on ranking or importance, are specifically
discussed on a regular basis.
Metrics and targets
We have set out our Scope 1 and Scope 2 GHG emissions on
page 25. In addition, we set out limited Scope 3 GHG emissions.
As statutorily required, these disclosures currently only include
our UK operations, although we are in the process of collating
data for our operations outside the UK and aim to report on
them in future. Furthermore, we recognise that further Scope
3 emissions disclosure will be useful. As part of our broader
initiatives, we are also assessing the requirements to collect,
process, and disclose more Scope 3 information. As part of
this process, we will also consider augmenting our targets as
explained in this section.
Our 5-year targets, associated metrics, and the current progress to achieving those targets are as follows:
Target
Metric
Progress
Reduce air travel CO2
emissions by 25% per head.
CO2 emissions from air travel
per head.
This target has already been met with air travel reducing
by 30% per head between 2019 and 2024 and saved
an additional 275 tCO2e during 2024 through our travel
mindfulness approach. This is a reduction of 43% of air travel
on FY 2023 levels.
Support 10% of employees
within the first 2 years to
obtain electric vehicles.
Percentage of employees
supported to obtain an electric
vehicle.
At the end of 2024, 6% of employees participated in the
scheme. Although our interim target has not yet been met,
this was partly due to supply and availability issues. We will
continue to monitor this target and will endeavour to reach it
as soon as possible.
Ensure that every UK office
has electric vehicle charging
points installed.
Percentage of UK offices with
electric vehicle charging points.
Unfortunately we have not been able to achieve this target as
most UK offices are within serviced office buildings. We have
significantly increased our usage of electric vehicles and will
look to develop a new target to be reported on.
Reduce our Scope 1, 2, and 3
carbon emissions in the UK by
5% per head.
Scope 1, 2, and 3 UK carbon
emissions per head
Our Scope 1, 2, and 3 UK carbon emissions per head has
reduced by just over 94% since 2019.
We are in the process of developing the targets for the next 5 years and will report on these in the 2025 Annual Report.
We currently have limited formal metrics or targets as we build
a robust and measurable strategy. As discussed in the Strategy
section above, we committed to Net Zero GHG emissions by
2050. This commitment includes a Carbon Reduction Plan, which
includes various targets to be met by 2050 with 5-year targets
to be met by 2024. The detailed plan can be found in our Carbon
Reduction Plan as published on our website. We set out the
5-year targets, associated metrics, and our current progress in
the table below. We are in the process of developing the targets
for the next 5 years and will report on these in the 2025 Annual
Report.
In addition to the above, we continued our commitment to plant
25 trees for every new starter globally via accredited schemes.
So far this initiative has resulted in 7,436 trees being planted,
which equates to offsetting about 178.5 tCO2e.
We are also considering the data availability from our cloud
providers to determine appropriate metrics and targets relating
to our use of cloud services and the resulting carbon footprint
(as discussed in more detail in the Strategy section).
Other initiatives, such as reducing the use of paper and the
upcycling and recycling of electronic equipment, are ongoing
as described in the Strategy section. Despite these initiatives
not having any associated formal targets or metrics, they are
important as part of our larger responsibilities.
Strategic Report
Governance
Financial Statements
27
Principal risks and uncertainties
The Group is exposed to a number of risks and uncertainties, which could have a material impact on the future performance of
the Group. The table below summarises the key risks that the Directors consider the business faces and how the Group seeks to
mitigate them.
Risk Title
Risk Description
Mitigation
Strategic
transformation
Failure to successfully
implement and
manage growth
strategies.
The Group continues to transform into a
pure-play EdTech SaaS business, with a
new entity established for the Education
Services business - Empowering Education.
Such transformation may present various
challenges such as:
•
Ensuring the effective transition of
Empowering Education to a position
of greater autonomy within the Group
and managing its expansion into new
geographies.
•
Ensuring our business operations are
able to scale effectively to support our
SaaS products and strategy.
•
Ensuring past acquisitions deliver on
their growth potential.
Failure can lead to impairment of assets,
reputational damage and impact overall
financial performance of the Group.
The Group has an experienced senior management team
and performance against strategy is closely monitored,
with oversight by the Board.
Structured working committees and oversight boards are
in place to focus on managing our internal transformation
programmes and ensure delivery against our objectives
and financial metrics.
Transformation will continue to focus on building
SaaS business processes, driving simplification,
standardisation, and optimisation right across the value
chain to enable delivery of our growth targets. Regular
and effective communication with both employees
and customers is one of the key components of the
transformation programme, and key to its success.
We will also continue to focus on effectively growing
product sets associated with past acquisitions.
Project and service
delivery
Delivery of major
projects and ongoing
software and service
delivery may not
meet customer’s
expectations
or contractual
requirements.
The Group’s activities include major
software installation projects, which are
typically one to two years in duration, and
involve significant process change to our
customers’ core business operations, and
major reform programmes for Government
Agencies, with significant reputational
implications for our clients if we fail to
deliver.
The complexity of our customers’ systems
and their ability to manage change can
impact our ability to deliver to contract and
requires adept project management. Our
Tribal Cloud customers, in particular, rely on
our ability to maintain our service levels and
ensure appropriate continuity of service.
A failure to deliver can lead to increased
implementation costs, disputed invoices,
penalty payments, reputational damage and
an impact on other ongoing projects.
Strong controls are maintained to ensure successful
project delivery and regular project progress reviews
take place at Executive Management level with Board
oversight, incorporating any learnings from previous
projects.
Our focus remains on Customer Success as a strategic
driver and value creator for the business and our
customers. We are heavily invested in enhancing our
customer experience and in continually improving the
governance of the contract lifecycle, from sales through
to implementation and support. The Group engages with
premium cloud service providers, such as Microsoft Azure
and AWS, the architecture and contracts of which require
high-level response SLAs and a quick recovery in the event
of a single region failure.
The Group maintains a formal Delegation of Authority
matrix to ensure appropriate visibility and approval of all
customer contracts and business costs to ensure risk is
appropriately managed.
Innovation and
technology
The Group’s software
development
programme needs to
deliver to customers’
requirements and
keep pace with market
developments.
Our customers continue to face increasing
pressure to provide the best student
experience and outcomes, and require
flexible, cloud native, SaaS software
solutions to help achieve this. Challenges
arise from the ability to deliver new
software products to time, budget and
sufficient quality to ensure a successful
implementation to our customers.
A failure to deliver could result in lower sales,
loss of market share, contractual penalties,
higher churn, reputational damage, and
obsolete products.
The product development roadmap is focused on ensuring
the Group can fulfil our customer requirements.
The Group continues to invest in its platform engineering
and product development capability to enable delivery in
line with the product roadmap.
Over the next three to five years our customers’ focus will
be on transitioning their student management systems
to the cloud and continuing to evolve our SaaS products.
Management have adjusted the product roadmap to fit
with customer trends, whilst maintaining a competitive
advantage on our product offerings.
Tribal Group plc | Annual Report & Accounts 2024
28
Risk Title
Risk Description
Mitigation
Information
management and
data security
Security breaches,
cyber-attacks and/
or outages could
harm the Group by
disrupting our internal
and customers’
operations.
As with other software and cloud-based
businesses, there is an increasing risk of our
systems being compromised by deliberate
attacks or unintentional acts, which could
lead to a loss of IP, unauthorised data
access, or data loss. This risk is further
exacerbated by the rapid development in AI
capabilities and the role of AI in facilitating
data breaches through credential harvesting,
impersonation, etc. However, AI also
presents an opportunity to strengthen
security strategies and enhance threat
detection capabilities.
A successful cyber-attack against our
information assets could significantly
impact our ability to function, retain and
attract business, and could lead to potential
financial penalties from regulators.
With a wider geographic presence, there
is increased risk from multiple regulatory
data protection and information security
requirements which need to be closely
monitored. A failure to follow requirements
could lead to financial penalties, reputational
damage and a consequential impact on our
overall performance.
The Group operates a Secure Data Centre and maintains
ISO 27001 and Cyber Essentials Plus certification
across the global business. As part of the certification,
strong authentication and access controls have been
implemented, with a least privilege principle, and AI related
products have highly restricted account access.
Continued investment in security software and training
for all staff enforces good practice on system and data
security. In addition to this, the Group operates a robust
Supplier Management Framework, which incorporates
information security due diligence checks in-line with NIS2
requirements.
The Group has a dedicated Data Protection Officer
who ensures compliance with all relevant data security
legislation and regulations, including the GDPR, and a
Director of Cyber Security, who is responsible for ensuring
the security of our systems, software and hosting
solutions, including ownership of our Global Information
Security Group, which incorporates an AI working group.
The Group annually renews its cyber insurance, reviewing
the coverage needed to protect the business against the
backdrop of a challenging global insurance market.
People
Failure to attract and
retain skilled sales,
software development
and other key
operational employees
could harm the
Group’s performance.
Business growth requires key skill sets which
are in demand in product areas such as Tribal
Cloud and Dynamics. With increased inflation
and rotation in the market it becomes
increasingly important to attract and retain
people in our key roles.
Increased staff turnover and vacancies
may hinder our ability to manage operations
effectively and could impact sales, product
development and software implementations,
resulting in reputational damage.
The Group has incentive schemes designed to attract,
motivate, and retain key employees, whilst encouraging
appropriate behaviours. We aim to provide competitive
remuneration and reward packages, and training
for all staff.
The Group’s commitment to improving diversity within
our workforce will assist overall performance and help
to widen our pool of potential candidates.
Legal and regulatory
requirements
Failure to adhere to
legal and regulatory
requirements in
current and new
jurisdictions and
markets
The Group operates across several
jurisdictions that have varying legal,
tax and compliance requirements. Any
non-compliance with customer contract,
legislative or regulatory requirements could
have an adverse effect on the Group’s
reputation and/or financial results.
The Group monitors proposed or adopted legal and
regulatory changes, assessing the impact changes have
on business operations and implementing appropriate
safeguards to ensure compliance. External advisors are
used when required.
We operate a no-tolerance culture supported by our values
and ethical standards. All relevant training is provided
to staff and policies are updated regularly to reflect
required changes.
The Strategic Report was approved by the Board of Directors:
Diane McIntyre
Chief Financial Officer
26 March 2025
Strategic Report
Governance
Financial Statements
29
N
Nomination Committee
Remuneration Committee
E
ESG Committee
A
Audit Committee
R
Key to Committee Membership
Appointed
Richard joined the Board in November 2015.
Experience
Richard is currently Chairman and Non-Executive Director of AIM listed Gresham
Technologies plc. Richard is a Fellow of the Institute of Chartered Accountants in
England and Wales (FCA) and has over 30 years experience of public companies,
particularly IT software and services and communications businesses.
Richard Last
Chairman
Mark Pickett
Chief Executive Officer
R
E
N
Appointed
Mark joined the Board in July 2016.
Experience
Previously he was Chief Financial Officer and Finance Director, UK of
Computer Sciences Corp (CSC), a US-based global leader in technology-
enabled business solutions and services. Mark also spent 18 years in a
variety of senior finance roles with Oracle across a number of geographies,
primarily in its software businesses.
E
N
Board of Directors
“The Board, has a good blend of backgrounds
pertinent to the challenges and opportunities
Tribal faces.”
Tribal Group plc | Annual Report & Accounts 2024
30
Diane McIntyre
Chief Financial Officer
Roger McDowell
Senior Independent Director
Nigel Halkes
Non-Executive Director
Appointed
Diane joined the Board in June 2021.
Experience
Diane has over 25 years’ experience in finance roles, including her most
recent role as Director of Finance at Sky UK Limited, and previous senior
financial and executive positions at Vodafone Group plc and Cable and
Wireless plc. As an experienced finance leader, Diane has a wealth of
knowledge across commercial negotiation, strategy development and
operational expansion.
Appointed
Roger joined the Board in November 2015.
Experience
Roger is currently serving as Non-Executive Chairman of Avingtrans plc,
Hargreaves Services plc, Brand Architeckts plc, Non-Executive Director
of Proteone Sciences plc and British Smaller Companies VCT 2 plc.
R
A
N
Appointed
Nigel joined the Board in January 2020.
Experience
Nigel is a Fellow of the Institute of Chartered Accountants in England
and Wales (FCA). He qualified with EY and had a successful career with
EY, retiring as Managing Partner UK and Ireland in 2013. Nigel is a Non-
Executive Director of Hargreaves Services plc. He is also a Non-Executive
Director at Netcall plc, a leading provider of intelligent automation and
customer engagement software. Nigel continues to take time to develop
his non-executive leadership skills.
E
R
A
N
E
Strategic Report
Governance
Financial Statements
31
Appointed
Adam joined Tribal in January 2023.
Experience
Coming from a background creating immersive and engaging technology products, scaling businesses
via digital and cloud transformation; Adam has two decades of experience in strategic, technical and
creative leadership at board level. As a highlight of his career, Adam founded and built a technology
company in 2011, steering it through to acquisition in 2017. He has been with Tribal since January
2023, exploring the width and depth of Tribal’s business and products, in order to develop a future
facing strategy for the next five years; before formerly taking the CTO position in January 2024.
Appointed
Mark joined Tribal in July 2016.
Experience
See biography on page 30
Appointed
Tawfiq joined Tribal in January 2022.
Experience
Tawfiq brings a wealth of experience having held senior leadership positions at global SaaS
providers in AdTech, artificial intelligence, and learning and talent management. With over
20 years of experience working in software companies, Tawfiq led global services, customer
success and support teams, implementing and transforming talent and processes with a
focus on improving customer success, retention and value-added services.
Executive Leadership
Mark Pickett
Chief Executive Officer
Adam Fox
Chief Technology Officer
Tawfiq Sleett
Global Customer Services Director
Tribal Group plc | Annual Report & Accounts 2024
32
Appointed
Diane joined Tribal in June 2021.
Experience
See biography on page 31
Appointed
Chloe joined Tribal’s HR team in 2007.
Experience
Chloe has been part of many notable aspects in Tribal’s evolution, including the early days of our
internationalisation. Chloe was appointed to lead the function globally in April 2017. Prior to Tribal, Chloe
worked in the health sector, supporting a large social care organisation through a period of sustained
growth, and at Cambridge Assessment where she managed their recruitment function internationally.
Appointed
Matt joined Tribal in March 2022.
Experience
Having worked as a teacher, teacher trainer and leader for a decade, Matt moved into
education consulting ten years ago, working for an international non-profit, Education
Development Trust. He spent five years there designing large, complex education reform
programmes for governments around the world then became the UK Regional Director,
leading on the Trust’s work for the UK Department for Education.
Matt Davis
Managing Director – Etio
Chloe Payne
People and Transformation Director
Diane McIntyre
Chief Financial Officer
Strategic Report
Governance
Financial Statements
33
Corporate Governance Statement
The Directors acknowledge the importance of good corporate governance and have formally adopted the 10 principles of the Quoted
Companies Alliance Code (QCA). This Annual Report, together with the information on our website (www.tribalgroup. com/investors/
governance), sets out how we comply with the principles of the QCA Code and provides insights into how our governance framework
underpins our day-to-day activities and decisions.
QCA Code Principle
Explanation
Additional Information
Establish a strategy and business
model which promotes long-term value
for shareholders
Tribal is a world-class company, providing the expertise, software
and services needed by education and business organisations
worldwide. Everything we do underpins the experience and success
of our customers’ students.
Pages 3 to 6
Seek to understand and meet
shareholder needs and expectations
The CEO and CFO communicate regularly with shareholders,
investors and analysts, including at our half-yearly results
roadshows. The full Board is available at the Annual General Meeting
(‘AGM’) to communicate with shareholders.
Pages 20 to 21
www.tribalgroup.com/
investors/governance
Take into account wider stakeholder
and social responsibilities and their
implications for long-term success
In addition to our shareholders, our customers, contractors,
suppliers and employees are our most important stakeholders. We
engage with these communities via regular communications in our
day-to-day activities, and via formal feedback requests.
Pages 22 to 25
Embed effective risk management,
considering both opportunities and
threats, throughout the organisation
Ultimate responsibility for risk management rests with the Board
but day-to-day management of risk is delivered through the way we
do business and our culture.
Pages 28 to 29
Maintain the Board as a
well-functioning, balanced team
led by the Chair
The Board has four established Committees for Audit,
Remuneration, Nomination and ESG. The composition and
experience of the Board is reviewed regularly, primarily by the
Nomination Committee.
Pages 30 to 31
www.tribalgroup.com/
investors/directors
Ensure that between them the
Directors have the necessary up-to-
date experience, skills and capabilities
The Board is satisfied that its current composition includes an
appropriate balance of skills, experience and capabilities, including
experience of the education, software technology and international
markets.
Pages 30 to 33
Evaluate Board performance based on
clear and relevant objectives, seeking
continuous improvement
The Board regularly considers the effectiveness and relevance of its
contributions, any learning and development needs and the level of
scrutiny of the Senior Management Team.
www.tribalgroup.com/
investors/governance/
management-framework
Promote a corporate culture that is
based on ethical values and behaviours
Our Environmental, Social and Governance Report section sets out
our corporate values, behaviours and culture, which are reinforced
via collaborative working, training and performance management.
Pages 22 to 25
Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the
Board
The Board is responsible for the Group’s overall strategic direction
and management, and for the establishment and maintenance of
a framework of delegated authorities and controls to ensure the
efficient and effective management of the Group’s operations. The
Board maintains a list of matters reserved for the Board.
www.tribalgroup.com/
investors/governance/
management-framework
Communicate how the Company
is governed and is performing
by maintaining a dialogue with
shareholders and other relevant
stakeholders
The Investors section of our website includes our results,
presentations and communications to shareholders. We release the
results of general meetings through a regulatory news service and
also on the Regulatory News section of our website.
www.tribalgroup.com/
investors
The Board applies the principles of good governance and supports a culture of open debate and constructive challenge to enable Tribal
to meet its objectives. In fulfilling their responsibilities, the Directors govern the Group in the best interest of the Company and its
shareholders whilst having due regard to the interests of other stakeholders including customers, employees, suppliers and regulators.
Tribal is committed to high standards of corporate
governance and maintaining sound business ethics.
Tribal Group plc | Annual Report & Accounts 2024
34
Governance structure
The plc Board
The plc Board is responsible for the Company’s systems of Corporate Governance.
The Non-Executive Directors are Richard Last, Roger McDowell and Nigel Halkes, all are considered to be independent of management
and free from any business or other relationships, including consideration of shareholdings that could materially interfere with the
exercise of their independent judgement. The Non-Executive Directors meet at least once a year without the Executive Directors
present.
All Directors are required to submit to re-election each year at the Annual General Meeting (AGM) of the Company. All the Directors
have access to the advice and services of the Legal Counsel. Each Director is entitled, if necessary, to seek independent professional
advice at the Company’s expense.
The Board meets at least eight times each year with additional meetings when circumstances and urgent business dictate. At these
meetings the Board reviews a schedule of reserved matters including trading performance, financial strength, strategy (including
investment and acquisition opportunities), risk management, controls, compliance, reports to shareholders and succession
management.
The Board evaluates its performance and that of its committees through a process of regular dialogue and periodic formal Board
evaluations.
The Board may, on occasion, delegate authority to a sub-committee consisting of at least one plc Director and senior manager as
appropriate to facilitate final sign-off for an agreed course of action within strict parameters.
Board Committees
The plc Board has established four Committees to assist with its effective operation: the Audit Committee, the Remuneration
Committee, the Nomination Committee and the Environmental, Social and Governance Committee. Each Committee has
responsibilities to the Board which are outlined in formal Terms of Reference that have been approved by the Board. The Terms
of Reference, are available on the Group’s website www.tribalgroup.com, are subject to annual review to ensure the Committees
continue to follow best practice. The Chairman of each Committee reports to the plc Board after each Committee meeting and
minutes are tabled at the next plc Board meeting. The responsibilities and operation of the Committees are summarised below:
Audit Committee
The Committee, chaired by Nigel Halkes, meets at least
twice a year. It monitors the integrity of the Half Year and
Annual Report and Accounts and formal announcements
relating to the Group’s financial performance. It reviews
significant financial reporting issues, accounting policies and
disclosures, key judgements, reviews the effectiveness of
internal controls, as well as overseeing the engagement and
scope of the annual audit.
The Audit Committee report on pages 38 to 39 contains
further information on the Committee’s role and activities.
Remuneration Committee
The Committee, chaired by Roger McDowell, meets at least
twice a year. It reviews and makes recommendations as to
the Directors’ remuneration, including benefits, terms of
appointment and share schemes.
The Remuneration Committee report on pages 41 to 45
contains further information on the Committee’s role and
activities.
Nomination Committee
The Committee, chaired by Richard Last, meets at least once
a year. It leads the process for Board structure, size and
composition of the Board and its Committees, and makes
recommendations to the Board with regard to any changes
required to ensure an appropriate balance of skills, expertise,
knowledge, diversity and independence. The Nomination
Committee report on page 40 contains further information on
the Committee’s role and activities.
Environmental, Social and
Governance (ESG) Committee
The Committee, Chaired by Nigel Halkes, meets at least
twice a year. It makes recommendations to the Board on
the overarching ESG vision and priorities within Tribal to
advance our approach, engage our colleagues throughout the
business, and further refine and develop the details of our
ESG strategy.
The ESG Committee report on pages 22 to 25 contains
further information on the Committee’s role and activities.
Strategic Report
Governance
Financial Statements
35
Corporate Governance Statement continued
Membership of Board Committees and attendance at Board and Committee meetings during the 12-month period under review
are as follows:
Committee
Plc Board
Audit Committee
Remuneration
Committee
Nominations
Committee
ESG Committee
Number of meetings in period
12
3
3
1
3
Richard Last
12
N/A
3
1
3
Roger McDowell
12
3
3
1
N/A
Nigel Halkes
12
3
3
1
3
Mark Pickett
12
N/A
N/A
1
3
Diane McIntyre
12
N/A
N/A
N/A
3
Executive Board
The Executive Board is chaired by Mark Pickett. The members of the Executive Board are drawn from the heads of the business units
and other operational areas. The Executive Board typically meets monthly, but the members interact frequently in the normal course
of their roles. The Executive Board oversees the Group’s operational and financial performance and is responsible for day-to-day
management decisions in line with the Group’s strategy. It also considers succession planning and talent management. Further
matters are outlined in the Delegated Authorities.
Global Governance Committee
Whilst not a formal Board Committee, the Global Governance Committee is chaired by the Chief Financial Officer and reports to the
Chief Executive Officer. The Committee meets at least once every quarter and includes representatives from Finance; Corporate IT;
Human Resources; Legal; Compliance; Cyber Security and Data Protection; Property; H and S; and our Global Business Service. There
is a separate sub-committee which monitors and manages our Information Security posture across the group. This is overseen by the
Chief Technology Officer.
Internal controls and risk management
The Board is responsible for establishing and monitoring internal control and risk management systems throughout the Group and
assessing their effectiveness. The Board recognises that rigorous systems of internal control are critical to the Group’s achievement
of its business objectives and that those systems are designed to manage rather than eliminate risk of failure to achieve business
objectives. The internal control and risk management systems can only provide reasonable, not absolute, assurance against material
misstatement or loss.
Tribal maintains a risk framework that contains the key risks faced by the Group. The framework includes the impact and likelihood of
key risks and the controls and procedures implemented to mitigate them. Risk management is embedded within Tribal by:
•
Setting strategic direction, including targets.
•
Maintaining a clear authorisation framework.
•
Reviewing and approving annual plans and budgets.
•
Maintaining documented policies and procedures.
•
Regularly reviewing and monitoring the Group’s performance in relation to risk through monthly Board reports.
The Directors are also responsible for the Group’s system of internal control and for reviewing its effectiveness. The Audit Committee
reviews the Group’s internal financial controls and risk management systems and the Board reviews the effectiveness of all the
Group’s internal controls including operational and compliance controls and risk management systems in effect during the period.
To further manage risks faced by the Group, the Company attempts to ensure that employees fully understand the Group’s business
strategy and objectives. The Group’s communication and consultation programme includes regular internal briefings by Directors to
all employees throughout the year. Regular meetings are held with staff and managers, both to discuss specific issues and provide an
exchange of information. Email communication and the Group’s intranet site also to provide information to employees.
The Group operates a comprehensive budgeting system whereby managers submit detailed budgets and forecasts, which are
reviewed and approved by Executive Directors prior to submission to the Board for approval. Each month, actual results are reported
against budget and forecast which are distributed to managers and are provided to the Board in advance of meetings.
Tribal Group plc | Annual Report & Accounts 2024
36
Indexed share price performance
The following graph compares the Group’s share price with comparable AIM indices over the past six years.
Communication with shareholders
The Group reports formally to shareholders when its annual and half-yearly financial statements are published. At the same time,
Executive Directors present the results to institutional investors, analysts and the media. Notification of the date of the AGM is sent
to shareholders at least 21 days in advance of the meeting. Details of the AGM are set out in the Notice of Meeting. The Directors
are available at the AGM to answer questions, both during the course of the meeting, and informally afterwards. Contact with major
shareholders is principally maintained by the Chief Executive Officer and the Chief Financial Officer, who ensure that their views are
communicated to the Board as a whole. The Chairman is also available to discuss governance and other matters directly with major
shareholders. At every Board meeting, the Board is provided with the latest brokers’ reports and a summary of the contents of any
meetings with shareholders. The Board considers that the provision of these documents is a practical and efficient way for both
the Chairman and Senior Independent Director to be informed of major shareholders’ opinions on governance and strategy and to
understand any shareholder issues and concerns.
Approved by the Board of Directors on 26 March 2025.
Richard Last
Chairman
0
20
40
60
80
100
120
140
160
180
200
Jan 17
Jan 18
Jan 19
Jan 20
Jan 21
Jan 22
Jan 23
Jan 24
Share price performance (indexed)
Tribal
AIM All Share
AIM All Share Technology
Strategic Report
Governance
Financial Statements
37
Audit Committee Report
Activities of the Committee during
the year
The Committee’s activities have focused on the accuracy of
financial reporting and the related statutory audit; and the
assessment of internal controls. During the year, the Committee
was involved in the reviewing and approving of the Annual Report
and Accounts for 2023 and the half year report and accounts
for 2024, overseeing the Group’s adoption of new and revised
accounting standards, continued compliance with the General
Data Protection Regulations (GDPR) and Corporate Criminal
Offence Rules. In addition, the Committee reviewed the position
of the Group’s independent external auditors and reappointed
BDO LLP at the AGM on 20 May 2024.
Financial reporting and statutory audit
The Committee has reviewed with both management and the
external auditors the annual financial statements, focusing on:
•
The overall truth and fairness of the results and financial
position, including the clarity of disclosures shown in the
statements and their compliance with statutory and best
practice requirements.
•
The appropriateness of the accounting policies and practices
used in arriving at those results.
•
The resolution of management’s significant accounting
judgements or of matters raised by the external auditors
during the course of their annual statutory audit.
•
The quality of the Annual Report taken as a whole,
including disclosures on Governance, Strategy, Risks and
Remuneration, and whether it gives a fair and balanced
picture of the Group.
External audit
The Committee discussed, challenged and agreed with the
auditors their detailed audit plans prepared in advance of the
full year audit, which set out their assessment of key audit risks
and materiality. The Committee has primary responsibility for
overseeing the relationship with the External Auditors, BDO
LLP. This includes monitoring and reviewing their objectivity
and independence on an ongoing basis, recommending their
appointment, reappointment and removal, and approving the
scope of the statutory audit and fees. There are no contractual
restrictions on the appointment of External Auditors.
BDO was appointed as the Group’s Auditor in October 2018,
following a competitive tender process. BDO has confirmed to
the Committee their continuing independence and compliance
with the Group’s policy on Auditor independence. The external
Auditor is required to rotate the lead audit partner responsible
for the audit engagement every five years, unless there are
unusual extenuating circumstances. James Eastell was newly
appointed as the lead audit partner in 2023.
Accounting policies, practices and
judgements
The selection of appropriate accounting policies and practices is
the responsibility of management, and the Committee discussed
these with both management and the external auditors.
Significant areas considered by the Committee in relation to the
2024 financial statements are set out below.
Going concern
The Group is required to assess its ability to trade as a going
concern for at least 12 months from the signing of the annual
financial statements. The Committee reviewed management’s
assessment and concluded that it remained appropriate to
continue to adopt the going concern basis in preparing the
financial statements.
Revenue recognition
The Group’s operations include complex software delivery
programmes and service activities that can require judgements
to be made in relation to the timing of revenue recognition and
contract profitability. The Committee reviewed the revenue
recognition judgements taken, specifically the key judgements
applied to variable consideration.
Goodwill
The Committee reviewed the Group’s existing CGUs following the
Board’s decision to transition to a new bundled pricing model. It
was concluded that the existing CGUs, that of SIS and Etio, were
still the most appropriate as that is the basis on which the chief
operating decision maker receives financial information.
The Group is required to test annually whether goodwill has
suffered any impairment and consider whether the fixed assets
used in the business are carried at an appropriate amount. The
Committee reviewed management’s impairment assessment
and concluded that there was no impairment of goodwill or any of
the fixed assets used in the business.
The Audit Committee
report details the key
activities undertaken
during the year
Tribal Group plc | Annual Report & Accounts 2024
38
Capitalised product development costs
The Group’s product development costs are capitalised
where the expenditure meets the criteria of IAS38, and the
recoverability assessed annually against expected future cash
flows. The Committee reviewed management’s capitalisation
process and recoverability assessment and concluded the
capitalisation was appropriate.
IAS 36 requires an entity to identify the lowest aggregation
of assets that generate largely independent cash inflows and
where an active market exists for the output produced by that
asset or group of assets. The Committee reviewed the CGUs to
which product development costs were allocated for impairment
purposes and considered them to be appropriate.
The Group’s capitalised product development costs are subject
to impairment review where they are not yet available for use
at the reporting date or if there is an indication that an asset is
impaired. The Committee reviewed management’s impairment
reviews and reviews of indication of impairment and concluded
that an impairment in respect of TDE (The Data Engine) was
required.
Assessment of internal financial control
Management is responsible for putting in place internal financial
controls over financial reporting and to protect the business
from identified material risks. There is no formal Internal Audit
function however the Committee believes that management is
able to derive assurance as to the adequacy and effectiveness
of internal controls and risk management procedures without
one. As described on pages 28 to 29 of the Annual Report, the
Group has established a framework of risk management and
internal control processes, policies and procedures to mitigate
risks and the Committee continues to monitor these closely
and is happy that they are appropriate for the business. The
Committee reconsiders whether such a function is required
annually.
New accounting standards
The Committee has continued to be kept appraised of new and
revised accounting standards including the impact on the Group.
Approved by the Audit Committee on 17 March 2025.
Nigel Halkes
Chairman, Audit Committee
Strategic Report
Governance
Financial Statements
39
Nomination Committee Report
The Committee,
chaired by Richard
Last, meets at least
once a year
The Committee leads the process for
Board structure, size and composition
of the Board and its Committees, and
makes recommendations to the Board
with regard to any changes required to
ensure an appropriate balance of skills,
expertise, knowledge, diversity and
independence.
The Nomination Committee is chaired by Richard Last and
includes Roger McDowell, Nigel Halkes and Mark Pickett, who
provides Executive Management insight. All but Mark Pickett
are fully independent. Although only members of the Committee
have the right to attend meetings, other individuals, such as
other Board members and external advisors, may be invited to
attend for all or part of any meeting. The Committee meets at
least once a year.
Duties
The Committee’s principal duties are to:
•
Monitor the structure, size and composition (including the
skills, knowledge, experience and diversity) of the Board
and make recommendations to the Board with regard to any
changes.
•
Give full consideration to succession planning for Directors
and other senior Executives in the course of its work, taking
into account the challenges and opportunities facing the
Company, and the skills and expertise needed on the Board
in the future.
•
Keep under review the leadership needs of the organisation,
both Executive and Non-Executive, with a view to ensuring
the continued ability of the organisation to compete
effectively in the marketplace.
•
Keep up-to-date and fully informed about strategic issues
and commercial changes affecting the Company and the
market in which it operates.
The Committee’s full Terms of Reference are available on our
website.
Appointments in the year
During the year, the main focus of the Committee has been on
succession planning for the Executive Committee and senior
management. There were no new appointments in the year
following the appointment of Adam Fox as CTO in January 2024.
Diversity
One area of focus is to continue to improve our Board diversity.
We recognise the value of increased diversity at Board level in
achieving our strategic objectives and in driving innovation and
growth. Whilst Board appointments will continue to be based on
merit and relevant skill, the Directors appreciate that contrasting
backgrounds, experience and opinion can promote more
balanced and nuanced debate and lead to improved decisions.
With regard to gender diversity, the Directors are mindful that
as at the date of this Report the Board currently comprises 20%
female representation and strives to achieve a balanced Board.
Succession planning
Ensuring that there are robust succession plans in place at Board
and senior management level is fundamental to the long-term
prospects of the business.
The Board recognises that effective succession planning also
requires a thorough induction programme upon joining the
Executive Board. Work has been conducted to improve this
process for all incoming Executive Board members, whilst
recognising too that each induction programme will also need to
be tailored to the specific needs of the individual.
Richard Last
Chair of the Nomination Committee
Tribal Group plc | Annual Report & Accounts 2024
40
Remuneration Committee Report
The Report details
the Group’s
remuneration policy
and the arrangements
currently in place for
remuneration of both
Executive and Non-
Executive Directors
Remuneration policy
The full Directors’ remuneration policy is shown below for ease
of reference, updated with minor changes. A shareholder vote on
the remuneration policy is not required.
The Remuneration Committee (the Committee) operates the
annual bonus plan and long-term incentive plans according to
their respective rules, the Listing Rules and HMRC rules where
relevant. The table below details each element of pay and
demonstrates how the remuneration policy is linked to overall
Group strategy.
Element of Pay
Purpose and Link to Strategy
Operation Including Maximum
Performance Criteria
Salary
To attract and retain high-quality
individuals with the appropriate
skills, experience and knowledge,
while also recognising their
ongoing performance.
Salaries are reviewed annually or when an individual
changes position or responsibility. Salaries for the
current year are set out on page 43.
All appointments that attract either a base salary
of £150,000 or a total remuneration package of
£250,000, whichever being the least, must be
approved by the Remuneration Committee.
Assessment of personal and
corporate performance.
Benefits
To provide a range of cost-
effective benefits which are
typical market practice.
The main benefits provided include private medical
insurance, a death in service benefit of four times
salary and private fuel.
None.
Pension
To provide cost-effective long-
term retirement benefits which are
aligned with market practice.
Contributions of 10% of salary are paid to Executive
Directors. An equivalent cash supplement may
be paid to an individual if the annual or lifetime
allowance has been met or exceeded.
None.
Annual Bonus
To incentivise and reward for the
achievement of in-year objectives,
which are linked to the Group’s
Adjusted EBITDA.
An annual cash bonus is payable up to a maximum of
125% of salary for the Chief Executive Officer, and
50% of salary for the Chief Financial Officer, subject
to the achievement of performance targets. In all
cases, bonus payments are subject to the overriding
discretion of the Remuneration Committee.
The Remuneration Committee
reviews the performance
measures, sets and approves the
level of final award.
Long-term
Incentives
To incentivise and reward for
the achievement of long-term
performance, which is aligned to
the generation of shareholder
value.
An annual grant of nil-cost options, which vest after
three years subject to continued service and the
achievement of performance conditions.
The plan limit for an award in any year is 200% of
base salary. The normal policy will be to grant 100%
of base salary to the Chief Executive Officer and
Chief Financial Officer.
Dividends which accrue on vested awards may be
paid as cash, or treated as reinvested and paid in
shares.
The Remuneration Committee
reviews the performance
measures and targets annually.
The Remuneration Committee has
determined that a target linked
directly to the Group’s adjusted
EBITDA is an appropriate measure
for awards granted in 2024 together
with a free cash flow measure
and other specific operational
performance measures.
All Employee Plans To encourage broad-based
employee shareholding in the
Group.
The past Share Incentive Plans and Save As You Earn
Schemes provided all eligible employees with the
opportunity to acquire shares at a discounted share
price.
None.
Strategic Report
Governance
Financial Statements
41
Remuneration Committee Report continued
Director changes
There have been no Director changes in the year.
The use of performance measures
Annual bonus targets will include financial measures which reflect the performance of the business and are directly linked to an
adjusted EBITDA margin measure, a free cash flow measure and specific operational performance measures appropriate to the
relevant year.
Long-term incentive performance measures are chosen to be aligned to long-term shareholder value creation by using an adjusted
EBITDA margin measure, a free cash flow measure and specific operational performance measures appropriate to the relevant year.
Directors’ service contracts
Details of service agreements and notice periods are as follows:
Name
Director status
Effective date of contract
Expiry
Notice period for both parties
Mark Pickett
Chief Executive Officer
30 June 2016
Ongoing
6 months
Richard Last1
Non-Executive Chairman
17 November 2015
2025 AGM
—
Roger McDowell
Senior Non-Executive Director
17 November 2015
2025 AGM
3 months
Nigel Halkes
Non-Executive Director
20 January 2020
2025 AGM
3 months
Diane McIntyre
Chief Financial Officer
01 June 2021
Ongoing
6 months
1. Richard Last has no notice period.
Copies of each Director’s service agreement will be available for inspection at the AGM.
Under the terms of their appointment, the Non-Executive Directors have agreed to commit no less than 25 days per annum to their
roles. If they are required to commit in excess of 25 days per annum, they may be entitled to an additional fee at a suitable pro rata
rate per day.
Policy on payments for loss of office
The Committee aims to deal fairly with cases of termination, while attempting to limit compensation. Executives’ service contracts
provide the Committee with the discretion to make a payment in lieu of notice limited to base salary. The Committee also retains
the discretion to pay an annual bonus on a departure in certain circumstances. The rules of the long-term incentive plan set out the
treatment if a participant leaves employment prior to awards vesting. If the participant is considered a good leaver (through death,
retirement, injury or disability, redundancy, employment being transferred outside the Group, or any other reason the Committee
decides) then awards would normally vest on the normal vesting date. In the event of a change of control, an award may vest early
subject to the extent the performance conditions have been achieved and scaled back pro rata for service, although the Committee
has the discretion to disapply time pro-rating.
Each Non-Executive Directors’ notice period is defined in the table above and no compensation or other benefits are payable.
Risk
The Committee is cognisant of the need for the remuneration policy to operate within an effective risk management system. The
Committee reviews the various elements of remuneration on an annual basis, to ensure that they do not encourage any undue risk-
taking by Executive Directors or senior management. When setting performance targets for variable components of remuneration,
the Committee remains mindful of environmental, social and governance (ESG) issues.
Shareholders’ views
The Committee considers shareholder feedback received at the AGM and during meetings with investors throughout the year,
and uses these views to help formulate the overall remuneration policy. The updated QCA corporate governance code (CGC)
has established a new core ‘principle’ for directors’ remuneration which mandates companies which follow the CGC to establish
a remuneration policy that aligns with long-term value creation, the company’s purpose, strategy, culture, and its stage of
development. Alongside the new core remuneration principle, the new CGC specifically states that companies must submit their
directors’ remuneration report to an advisory shareholder vote on an annual basis. The Committee is committed to complying with
this and will publish the remuneration policy in the Annual Report & Accounts 2025 and will put it, and the directors’ remuneration
report to an advisory shareholder vote at the 2026 Annual General Meeting.
Tribal Group plc | Annual Report & Accounts 2024
42
Information subject to audit
Non-Executive Director fees
The fees for the year ending 31 December 2024, which took effect from 1 April 2024 are as follows. These exclude any expenses
which the Non-Executive Directors may incur in relation to their duties.
From 1 January 2024
From 1 January 20231
Increase/(decrease)
Non-Executive Chairman
£116,064
£111,600
4%
Senior Non-Executive Director
£59,280
£57,000
4%
Non-Executive Director
£58,500
£56,250
4%
1. Subject to review in April 2025 in line with the Group’s annual pay review process.
Information subject to audit
Remuneration payable for the financial year ending 31 December 2024:
Director
Salary3
Benefits1
Bonus
SBP2
Pension3
Total 2024
Total 2023
Mark Pickett
289,536
1,265
273,780
437,935
25,900
1,028,416
697,780
Diane McIntyre
214,552
1,706
81,120
181,686
10,469
489,533
389,434
Richard Last
114,948
—
—
—
—
114,948
111,600
Roger McDowell
58,710
—
—
—
—
58,710
57,000
Nigel Halkes
57,938
—
—
—
—
57,938
56,250
1. Benefits include private medical insurance and private fuel.
2. The cost reported in remuneration is equivalent to the share-based payment accounting charge incurred in the year, including dividends accruing on LTIPs and matching
shares (see Note 7). SBP for Mark Pickett includes gains made on exercise of share options of £234,639 (2023: £nil) and a notional bonus repaid to the Company in
relation to the exercise of share options equivalent to the nominal value of number of shares issued totalling £23,971 (2023: £nil). SBP for Diane McIntyre includes
gains made on exercise of share options of £49,997 (2023: £nil) and a notional bonus repaid to the Company in relation to the exercise of share options equivalent to the
nominal value of number of shares issued totalling £5,850 (2023: £nil).
3. The fixed element of Directors remuneration includes salary and employers pension contributions; all other elements are variable.
Long-Term Incentives Plan (LTIP) awards
On 13 June 2024 the Remuneration Committee approved LTIP awards to Mark Pickett and Diane McIntyre.
Type
Number of shares
Face value1
Performance condition
Performance period
% Vesting at
threshold
Mark Pickett
Nil-Cost Option
443,602
£235,109
(81% of salary)
Adjusted EBITDA, free
cash flow and other
specific operational
performance
measures
Measured over 2 years to
31 December 2025
50% of LTIP
Mark Pickett
Nil-Cost Option
665,403
£352,663
(121% of salary)
Adjusted EBITDA, free
cash flow and other
specific operational
performance
measures
Measured over 3 years to
31 December 2026
50% of LTIP
Diane McIntyre
Nil-Cost Option
262,875
£139,234
(64% of salary)
Adjusted EBITDA, free
cash flow and other
specific operational
performance
measures
Measured over 2 years to
December 2025
50% of LTIP
Diane McIntyre
Nil-Cost Option
394,313
£208,985
(97% of salary)
Adjusted EBITDA, free
cash flow and other
specific operational
performance
measures
Measured over 3 years to
December 2026
50% of LTIP
1. Face value calculated based on share price on 13 June 2024 (53p).
Strategic Report
Governance
Financial Statements
43
Remuneration Committee Report continued
Share award interests
The interests in share options were as follows:
At 1
January
2024
Granted
Expected
to lapse
Exercised
At 31
December
2024
Exercise
price
Price on
date of grant
Date
from which
exercisable
Expiry date
Mark Pickett
LTIP – 7 July 2020
321,429
—
—
(321,429)
—
Nil
56.0p
Jul 2023
Jul 2030
LTIP – 28 June 2021
157,959
—
—
(157,959)
—
Nil
98.0p
Jun 2024
Jun 2031
LTIP – 11 April 2022
182,118
—
(26,471)
—
155,647
Nil
92.0p
Apr 2025
Apr 2032
LTIP – 16 October 2023
173,022
—
—
—
173,022
Nil
71.0p
Oct 2026
Oct 2033
LTIP – 13 June 2024
—
443,602
(55,450)
—
388,152
Nil
53.0p
Jun 2026
Jun 2034
LTIP – 13 June 2024
—
665,403
(55,450)
—
609,953
Nil
53.0p
Jun 2027
Jun 2034
Diane McIntyre
LTIP – 28 June 2021
123,809
—
(6,803)
(117,006)
—
Nil
98.0p
Jun 2024
Jun 2031
LTIP – 11 April 2022
142,745
—
(19,608)
—
123,137
Nil
92.0p
Apr 2025
Apr 2032
LTIP – 16 October 2023
145,965
—
—
—
145,965
Nil
71.0p
Oct 2026
Oct 2033
LTIP – 13 June 2024
—
262,875
(32,860)
—
230,015
Nil
53.0p
Jun 2026
Jun 2034
LTIP – 13 June 2024
—
394,313
(32,860)
—
361,453
Nil
53.0p
Jun 2027
Jun 2034
The closing share price at 31 December 2024 was 46.4p and during the year ranged from 38.5p to 62.5p. There have been no variations
to the terms and conditions or performance criteria for share awards during the financial year. There are no vested but unexercised
options relating to the Directors as at 31 December 2024.
Of the applicable LTIPS 75% of Mark Pickett’s and Diane McIntyre’s shares vested in relation to the 2024 performance.
Annual percentage change in Directors’ remuneration compared to FTE employees
Year-on-year percentage change in remuneration
2024
2023
2022
2021
20201
Group FTE employees
883
938
972
936
832
Average Remuneration/FTE £'000
57
56
54
54
52
Average FTE Employees percentage change3
1%
5%
(1)%
3%
(2)%
Directors’ percentage change
Mark Pickett
10%
55%
(51)%
4%
1%
Richard Last
3%
—
1%
5%
(35)%
Roger McDowell
3%
—
3%
5%
(5)%
Nigel Halkes
3%
—
2%
11%
100%
Diane McIntyre2
26%
33%
17%
—
—
1. Includes three months at 80% pay as a mitigating action to COVID.
2. Diane McIntyre’s figures in 2021 relate to the period from 1 June 2021 to 31 December 2021.
3. Average percentage change is a result of investment in our GDC and Manila shared service centre in 2022 and 2023.
Tribal Group plc | Annual Report & Accounts 2024
44
Information not subject to audit
Directors’ shareholdings
The table below sets out the Directors’ current shareholdings as at 31 December 2024. The shareholding guideline for the Chief
Executive Officer is to hold two times base salary in stock (excluding invested LTIPs) within no more than five years of appointment.
Director
Beneficially
owned
% of salary/
share value held
LTIP
options
Mark Pickett
1,572,115
250%
1,326,774
Diane McIntyre
68,006
15%
860,570
Richard Last
3,095,726
1238%
—
Roger McDowell
3,975,726
3112%
—
Nigel Halkes
14,285
11%
—
Note: % of salary/share value held is calculated by reference to the value of the individual’s shareholding in Tribal valued at the share price on the close of business on 31
December 2024.
All-employee plans
The Committee believes wider employee share ownership can act as an additional retention and motivation vehicle and has operated
Save As You Earn (SAYE) Schemes and Share Incentive Plans (SIP) in the past. The Committee regularly considers the appropriate
overall incentive schemes for all employees.
Position against dilution limit
The share incentive plans operate in line with the ABI principle, which requires that all commitments must not exceed 10% of the
issued share capital in any rolling ten-year period. Given the Company’s issued share capital, the number of employees and the
level of participation in the LTIP, the Committee believes that operating a single 10% in ten-year limit for all share plans remains
appropriate. The Group’s position against the dilution limit at 31 December 2024 was 8.2%.
Executive Directors’ external appointments
Executive Directors are permitted to accept an external non-executive position with the Board’s approval. Any fees received in respect
of these appointments may be retained by the Executive. No such fees were received by the Executive Directors during the year.
Approved by the Remuneration Committee on 19 March 2025
Roger McDowell
Chairman, Remuneration Committee
Strategic Report
Governance
Financial Statements
45
Directors’ Report
Principal activities
Tribal Group plc is incorporated as a public limited company,
and is registered in England and Wales with registered number
4128850. Its registered office is at St Mary’s Court, 55 St
Mary’s Road, Sheffield, S2 4AN.
The Company acts as a holding company with a number of
trading subsidiaries that provide education-related systems,
solutions and consultancy services. There was no significant
change in this activity during the year. The subsidiary
undertakings of the Company are listed in Note 32.
Results and dividends
The profit for the year, after taxation, amounted to £5.5m (2023:
of £5.3m). The Board is proposing a final dividend in respect of
the year ended 31 December 2024 of 0.65p, pending approval
at the AGM on 27 May 2025. The anticipated payment date is
24 July 2025, with an associated record date of 27 June 2025
and ex-dividend date of 26 June 2025. As noted in the 2023
Annual Report and Accounts the Board deferred its decision
upon the quantum of the dividend in respect of the year-ended
31 December 2023 due to the uncertainty over the outcome of
the dispute with NTU. Following the settlement of the dispute,
in November an interim dividend in the year-ended 31 December
2024 of 0.65p per share was paid totalling £1.4m. The Board
intends to continue a progressive dividend policy, with a single
dividend payment each year following annual results.
Dividend policy
Meeting shareholder dividend expectations is a high priority as
it supports our overall strategy. Our longer-term plan indicates
that our progressive dividend policy can be met whilst making
the investments we need to meet our strategic objectives. It is
Tribal’s expectation that only a final dividend will be paid going
forward.
Business model and strategy
The business model and strategy section, on pages 3 to 6;
set out the Company’s strategy, business model and key
performance indicators.
Long-term financing
On 29 December 2023 the Group entered into a three year
£20m multicurrency revolving facility with HSBC with the
option to extend by a further two years. In January 2025 the
first option to extend the facility by one year was taken with
the remaining year available to be taken in December 2025.
The facility was put in place to cover general corporate and
working capital requirements of the Group, as at 31 December
2023 £8.0m (2023: 14.0m) of the loan was utilised. The Group
had a £2m committed overdraft facility in the UK and an AUD
$2m committed overdraft facility in Australia, both facilities
are committed for a 12-month period ending August 2025 and
October 2025 respectively. At 31 December 2024 none of the
overdraft facilities were drawn.
Following a review of the Group’s forecasts and projections, the
Directors consider the Group is well placed to meet its funding
requirements for the foreseeable future. Information about the
use of financial instruments by the Group is given in Note 30 of
the financial statements.
Board effectiveness
In respect of our operations as a Board, we continue to reflect
upon our collective skills and experience and our ability to
effectively lead Tribal.
Environment
The credibility and longevity of any business goes beyond
pure financial gain; a principle long-embodied and supported
by Tribal’s strong values-based culture and approach to
environmental, social and governance issues.
The ESG Report is on pages 22 to 25 and highlights our
initiatives in relation to Environmental, Social and Governance
matters concerning the Group.
Principal risks and uncertainties
The Group’s principal risks and uncertainties are explained in the
Strategic Report on pages 28 to 29. Risks of a financial nature
are addressed in Note 30 of the financial statements.
Section 172
The Board’s responsibilities to promote the success of the Group
under Section 172 of the Companies Act 2006, as modified by
the Companies (Miscellaneous Reporting) Regulations 2018 are
outlined in the Section 172 Statement on pages 20 to 21.
The Directors present
their report and
audited consolidated
financial statements
for the year ended 31
December 2024.
Tribal Group plc | Annual Report & Accounts 2024
46
Directors’ indemnities
The Company has made qualifying third-party indemnity
provisions for the benefit of its Directors, which remain in force
at the date of this report and throughout the year. Directors’ and
officers’ liability insurance is provided for all Directors of the
Company.
Going concern
Please refer to the going concern statement in the Strategic
Report on page 19 for details on the assessment carried out by
Directors with regard to going concern.
Directors retiring
The names of the Directors who served during the year and up to
the date of signing the financial statements are set out on pages
30 and 31. All Directors are required to submit to re-election
each year and will be proposed for re-election at the forthcoming
AGM.
The appointment and replacement of Directors is governed
by the Company’s Articles of Association, the Companies Act
2006 and related legislations. The Articles themselves may be
amended by special resolution of the shareholders.
Directors’ interests in the Company and share capital
information, including share options, are detailed in the
Remuneration report on pages 41 to 45.
Share capital
Details of the authorised and issued share capital are shown
in Note 23 to the financial statements. The Company has one
class of Ordinary Shares, which carry no right to fixed income.
Each share carries the right to one vote at general meetings of
the Company. During the year, the Company issued 1,632,952
shares (2023: nil Ordinary Shares of 5p).
Branches
The Group has overseas branches in New Zealand, Abu Dhabi, and
Singapore.
Employees
Tribal is a business which is highly dependent on its people.
We seek to attract, develop and retain high-calibre staff and,
as a consequence, our customers can be assured that the
service they receive is among the best available. The Group’s
commitment to its people is discussed in the Environmental,
Social and Governance Report on pages 22 to 25.
The Board takes its responsibilities to employee engagement
and interests very seriously and ensures any decisions made
take into consideration the impact on the Group’s employees.
Employees have the opportunity to ask questions regarding all
aspects of the business during our regular Group-wide update
meetings with the Group’s Executive Management team. The
Group recognises the value of its employees and where possible
seeks to promote internally within the business and aims to
empower, where appropriate, employees to aid with decision-
making within the Group.
Employee interests are considered in full when the Board is
making key decisions regarding changes to the business, such
as restructuring, acquisitions and streamlining of operating
segments. Decisions impacting employees’ interest are
communicated in a timely manner.
The Group is an equal opportunities employer and bases all
decisions on individual ability, regardless of race, religion,
gender, sexual orientation, age or disability. Applications for
employment by disabled persons will always be fully considered,
having regard to their particular aptitudes and abilities. Should
any employee become disabled, every practical effort is made
to provide continued employment. Depending on their skills
and abilities, they enjoy the same career prospects and scope
for realising their potential as other employees. Appropriate
training is arranged for disabled employees, including retraining
for alternative work for those who become disabled, to promote
their career development within the organisation.
Research and development
The Group continues to invest in research and development of
software products, as set out in Notes 5 and 14 of the financial
statements. The investment is predominantly in the Group’s
next-generation cloud-based student information system,
Edge. Total research and development expenditure decreased
to £10.6m (2023: £12.4m) of which £4.4m (2023: £8.5m) was
capitalised.
Future developments
An indication of likely future developments in the business of the
Group is included in the Strategic Report.
Annual General Meeting
The Company’s AGM will be held on 27 May 2025. The notice
convening the AGM and an explanation of the business to
be put to the meeting are contained in a separate circular to
shareholders.
Strategic Report
Governance
Financial Statements
47
Directors’ Report continued
Independent auditor
BDO LLP have expressed their willingness to continue in office as
auditor and a resolution to reappoint them will be put to the AGM.
Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the group financial statements in
accordance with UK adopted international accounting standards
and the Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and Company and of
the profit or loss of 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.
•
For the Group financial statements, state whether they have
been prepared in accordance with UK adopted international
accounting standards subject to any material departures
disclosed and explained in the financial statements.
•
For the Company financial statements, state whether
applicable UK Accounting Standards have been followed
subject to any material departures disclosed and explained
in the Company 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.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain 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 requirements
of 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.
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.
Corporate governance
The Company’s statement on corporate governance compliance
can be found in the Corporate Governance Statement on pages
34 to 37 of the Annual Report and Accounts. The Corporate
Governance Report forms part of this Directors’ report and is
incorporated by reference.
Statement of disclosure of information
to auditor
In accordance with Section 418, Directors’ reports shall include a
statement, in the case of each Director in office at the date the
Directors’ Report is approved, that:
•
So far as each Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware.
•
They have taken all the steps that they ought to have
taken as Directors in order to make themselves aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Approved by the Board of Directors and signed on its behalf by;
Mark Pickett
Chief Executive Officer
Registered number 4128850
26 March 2025
Tribal Group plc | Annual Report & Accounts 2024
48
Independent Auditor’s Report
Independent auditor’s report to the members of Tribal Group plc
Opinion on the financial statements
In our opinion:
•
the financial statements give a true and fair view of the
state of the Group’s and of the Company’s affairs as at 31
December 2024 and of the Group’s profit for the year then
ended;
•
the Group financial statements have been properly prepared
in accordance with UK adopted international accounting
standards;
•
the Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
•
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of Tribal Group plc (the
‘Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024 which comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Balance Sheet, the Consolidated
Statement of Changes in Equity, the Consolidated Cash Flow
Statement, the Company only Balance Sheet, the Company
only Statement of Changes in Equity and notes to the financial
statements, including material accounting policy information
for the Group financial statements and a summary of significant
accounting policies for the Company financial statements.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable
law and UK adopted international accounting standards.
The financial reporting framework that has been applied
in the preparation of the Company financial statements is
applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting
Practice).
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.
Independence
We remain independent of the Group and the Company in
accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
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
Company’s ability to continue to adopt the going concern basis
of accounting included:
•
Obtaining the going concern assessment, approved by
the Directors, including detailed cash flow and covenant
compliance forecasts up to 31 March 2026 and where
applicable agreed this to third party documentation including
signed banking facilities;
•
Inspecting the Group’s signed 4 year £20m multicurrency
revolving facility with HSBC and other bank overdraft
arrangements to confirm that the Group has sufficient
liquidity to meet its liabilities as they fall due over the going
concern period. We also agreed the nature of the financial
covenants included therein and checked that management’s
covenant forecasts and compliance over the going concern
period were appropriately derived.
•
Assessing the reasonableness of the Directors’ assumptions
included in the going concern forecast, including revenue
growth and margins, with reference to the historical accuracy
of the Directors’ forecasts by comparing the current
forecasts with actual trading results post year end; and
•
Assessing the appropriateness of sensitivity analyses
prepared by the Directors over the Group’s cash flow
forecasts. We also considered our own sensitivities including
the effects of adverse movements in EBITDA by removing
revenue growth from the Directors’ forecasts.
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 Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Strategic Report
Governance
Financial Statements
49
Independent Auditor’s Report continued
Overview
Key audit matters
Revenue recognition
Accounting treatment – NTU contract
2024
2023
Accounting treatment of the NTU contract is no longer considered to be a key audit matter because the contractual
dispute was settled between the parties in May 2024.
Materiality
Group financial statements as a whole
£571,000 (2023: £497,500) based on 5% (2023: 5%) of Adjusted profit before tax
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material
misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We
continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of
material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
The Group comprises twenty-six separate legal entities or
branches, consisting of a mixture of trading and holding
activities across various geographical jurisdictions in which
the Group operates. The main holding company is in the United
Kingdom which consolidates the results of the Group. The
Group has a centralised control environment with a central
management function based in the United Kingdom coupled with
a shared service centre location in the Philippines.
The components in scope for audit procedures were selected
based on our assessment of the likelihood of that component
giving rise to a risk of material misstatement in the Group
financial statements. Full scope audit procedures were
performed on components with significant levels of aggregation
risk. Specific audit procedures were performed on components
where aggregation risk was considered to be limited or none.
For components in scope, we used a combination of risk
assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. These further audit procedures
included:
•
Procedures on the entire financial information of the
component, including performing substantive procedures
and tests of operating effectiveness of controls; and
•
Procedures on one or more classes of transactions, account
balances or disclosures.
We also obtained an understanding of the internal control
environment related to the financial reporting process and
assessed the appropriateness, completeness and accuracy
of the Group journals and other adjustments performed on
consolidation.
Procedures performed at the component level
We performed procedures to respond to group risks of material
misstatement at the component level that included the
following;
•
Full scope audit procedures were performed on the entire
financial information of Tribal Education Limited, Tribal Group
Pty Ltd and Callista Software Services Pty Ltd.
•
Specific audit procedures were performed on one or more
classes of transactions, account balances or disclosures of
Tribal Group plc, Tribal Holdings Limited, Class Measures Inc.,
Tribal Education Limited (Abu Dhabi Branch) and Empowering
Education International Limited.
The Group engagement team has performed all procedures
directly and has not involved component auditors in the Group
audit.
Procedures performed centrally
We considered there to be a high degree of centralisation of
financial reporting and commonality of controls in relation to
implementation revenue. We therefore designed and performed
procedures centrally in this area.
The Group operates a centralised IT function that supports IT
processes for certain components. This IT function is subject
to specified risk-focused audit procedures, predominantly the
testing of the relevant IT general controls and IT application
controls.
Changes from the prior year
In the current year we scoped in certain revenues in Class
Measures Inc and Tribal Education Ltd (Abu Dhabi branch) which
were not included in our scope in the previous year due to the
identification of contracts with customers in these components
which could give rise to a risk of material misstatement in the
Group financial statements.
Tribal Group plc | Annual Report & Accounts 2024
50
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue Recognition-
Implementation Services
(Refer to notes 1, 2 and 3 of
the financial statements)
Implementation revenue
comprises revenue received
from customers for the
configuration, set up and
installation of the Group’s
software products.
For fixed price implementation
projects, judgement is
required in determining the
stage of completion which is
driven by the estimated total
implementation time required
and the total time incurred to
date.
In light of the judgements
required to be made by the
Directors in this area, we have
determined that revenue
recognition in relation to these
ongoing, fixed price revenue
projects is a key audit matter.
As part of our audit procedures, we:
• Assessed the appropriateness of the Group’s revenue recognition policies
against the requirements of the applicable accounting standards;
• Performed an assessment of a sample of contractual terms and conditions
of the services being provided to check that that the revenue recognition
policy is appropriate in the circumstances;
• Made enquiries of project managers to understand the nature of the
projects, how projects were progressing against key milestones and any
impact on expected delivery times from changes in project scope;
• Assessed the appropriateness of the stage of completion and the
resulting revenue recognised for a sample of contracts by:
– Agreeing the number of days worked to date in the determination of
the percentage complete on projects and compared this against the
timecard system;
– Reviewing management’s time forecasts for ongoing projects and
performing a review of historical forecasting on a sample of projects to
confirm the accuracy of the project managers’ forecasts.
– Verifying progress against key milestones on a sample of projects by
viewing correspondence between the customer and the Group.
– Verifying timecard approvals by ensuring that for a sample of timecards,
the timecards had been approved by an appropriate individual; and
– Testing the monthly project review control performed by the commercial
management and finance teams.
Key observations:
Based on the procedures performed, we consider the revenue recognised on
the ongoing, fixed price Implementation Services projects to be appropriate.
Climate change
Our work on the assessment of potential impacts of 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; and
•
Review of the minutes of Board and Audit Committee
meetings and any other relevant party and other papers
related to climate change and performing a risk assessment
as to how the impact of the Group’s commitments as set
out in the Environmental, Social and Governance Report may
affect the financial statements and our audit.
We challenged the extent to which climate-related
considerations, including the expected cash flows from the
initiatives and commitments have been reflected, where
appropriate, in the Directors’ going concern assessment and
in management’s judgements and estimates in relation to
impairment of assets and the recognition of deferred tax assets.
We also assessed the consistency of management’s disclosures
included as Other Information with the financial statements and
with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify
there to be any Key Audit Matters materially impacted by
climate-related risks.
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.
Strategic Report
Governance
Financial Statements
51
Independent Auditor’s Report continued
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 financial statements
Company financial statements
2024
£
2023
£
2024
£
2023
£
Materiality
571,000
497,500
940,000
927,000
Basis for determining
materiality
5% (2023: 5%) of profit before tax, adjusted for
exceptional items as disclosed in Note 6 of the
financial statements.
2% (2023: 2%) of the Company’s net assets.
Rationale for the benchmark
applied
Adjusted profit before tax is a key measure for
stakeholders
This entity is the holding company of the Group. The
entity is purely for holding investments, financing and
incurring Group expenditure. Net assets was chosen as
the appropriate benchmark.
Performance materiality
428,000
358,000
705,000
664,000
Basis for determining
performance materiality
In determining performance materiality, we considered
a number of factors including the areas of estimation
within the financial statements and history of errors.
On this basis performance materiality was set at 75%
(2023: 72%) of Group materiality.
In determining performance materiality, we considered
a number of factors including the areas of estimation
within the financial statements and history of errors.
On this basis performance materiality was set at 75%
(2023: 72%) of Group materiality.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group based on a percentage
of between 30% and 95% (2023: 30% and 90%) of Group performance materiality dependent on a number of factors including
extent of disaggregation of the financial information across components, relative size of components, expectations about the
nature, frequency, and magnitude of misstatements in the component financial information and history of errors and our assessment
of the risk of material misstatement of those components. Component performance materiality ranged from £53,000 to £406,600
(2023: £146,000 to £441,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences more than £28,500 (2023:
£24,500). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Tribal Group plc | Annual Report & Accounts 2024
52
Other information
The Directors are responsible for the other information. The other information comprises the information included in the document
entitled Annual Report & Accounts 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.
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 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.
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 Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• The Company financial statements are not in agreement with the accounting records
and returns; or
• Certain disclosures of Directors’ remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to
do so.
Strategic Report
Governance
Financial Statements
53
Independent Auditor’s Report continued
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
•
Our understanding of the Group and the industry in which it operates;
•
Discussion with management and those charged with governance and the Audit Committee;
•
Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and
•
We considered the significant laws and regulations to be the applicable accounting framework, UK and overseas tax legislation
and the AIM Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws
and regulations to be the health and safety legislation, UK employment law and UK and overseas tax legislation.
Our procedures in respect of the above included:
•
Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
•
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
•
Review of financial statement disclosures and agreeing to supporting documentation;
•
Involvement of tax specialists in the audit; and
•
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
•
Enquiry with management, those charged with governance and the Audit Committee regarding any known or suspected
instances of fraud;
•
Obtaining 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.
•
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
•
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
•
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
•
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by
these.
Tribal Group plc | Annual Report & Accounts 2024
54
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management
override of controls.
Our procedures in respect of the above included:
•
Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation
and testing a random sample of journals within the residual population; and
•
Assessing significant estimates made by management for bias including the assessment of the stage of completion of the
Group’s ongoing, fixed price implementation projects and the estimates of future revenues and costs included in the Group’s
impairment models.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were
all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations
in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
James Eastell
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Bristol, UK
26 March 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Strategic Report
Governance
Financial Statements
55
FINANCIAL
STATEMENTS
Tribal Group plc | Annual Report & Accounts 2024
56
Financial Statements
58
Consolidated Income Statement
58
Consolidated Statement of
Comprehensive Income
59
Consolidated Balance Sheet
61
Consolidated Statement of Changes in Equity
61
Consolidated Cash Flow Statement
62
Notes to the Financial Statements
104 Company only Balance Sheet
105 Company only Statement of Changes in Equity
106 Notes to the Company Balance Sheet
Company Information
111 Company Information
Strategic Report
Governance
Financial Statements
57
Note
Year ended
31 December 2024
Total
£’000
Year ended
31 December 2023
Total
£’000
Revenue
3
90,008
85,750
Cost of sales
(46,513)
(43,628)
Gross profit
43,495
42,122
Total administrative expenses
(36,602)
(34,861)
Operating profit
4,5
6,893
7,261
Analysed as:
Operating profit (before exceptional items)
4
12,465
10,581
Exceptional items
6
(5,572)
(3,320)
Operating profit (EBIT)
6,893
7,261
Finance income
8
137
308
Finance costs
9
(1,172)
(939)
Profit before tax
5,858
6,630
Tax charge
10
(370)
(1,336)
Profit attributable to the owners of the parent
5,488
5,294
Earnings per share
Basic
12
2.6p
2.5p
Diluted
12
2.5p
2.4p
All activities are from continuing operations.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Profit for the year
5,488
5,294
Other comprehensive expense:
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit pension schemes
26
(89)
(129)
Deferred tax on measurement of defined benefit pension schemes
21
(8)
–
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(1,453)
(458)
Other comprehensive expense for the year net of tax
(1,550)
(587)
Total comprehensive income for the year attributable
to equity holders of the parent
3,938
4,707
Consolidated Income Statement
For the year ended 31 December 2024
Tribal Group plc | Annual Report & Accounts 2024
58
Consolidated Balance Sheet
As at 31 December 2024
Note
2024
£’000
2023
£’000
Non-current assets
Goodwill
13
27,600
28,524
Other intangible assets
14
50,041
49,894
Property, plant and equipment
15
621
836
Right-of-use assets
25
1,693
2,117
Net investment in lease
25
-
21
Deferred tax assets
21
6,873
4,960
Retirement benefit scheme assets
26
102
81
86,930
86,433
Current assets
Trade and other receivables
16
16,197
13,690
Net investment in lease
-
49
Contract assets
3
3,441
5,918
Current tax assets
1,206
752
Cash and cash equivalents
17
5,293
6,797
26,137
27,206
Total assets
113,067
113,639
Current liabilities
Trade and other payables
18
(7,034)
(5,902)
Accruals
(9,193)
(9,194)
Contract liabilities
3
(29,783)
(27,732)
Current tax liabilities
(2,352)
(1,541)
Lease liabilities
25
(706)
(713)
Provisions
20
(502)
(1,205)
(49,570)
(46,287)
Net current liabilities
(23,433)
(19,081)
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Governance
Financial Statements
59
Note
2024
£’000
2023
£’000
Non-current liabilities
Other payables
18
(66)
(212)
Deferred tax liabilities
21
(2,547)
(2,740)
Contract liabilities
3
(26)
–
Lease liabilities
25
(903)
(1,320)
Borrowings
19
(8,000)
(14,000)
Provisions
20
(489)
(605)
(12,031)
(18,877)
Total liabilities
(61,601)
(65,164)
Net assets
51,466
48,475
Equity
Share capital
23
10,693
10,611
Share premium
83
83
Other reserves
24
29,287
28,893
Accumulated profits
11,403
8,888
Total equity attributable to equity holders of the parent
51,466
48,475
Notes 1 to 32 form part of these financial statements. The Company’s registered number is 04128850.
The financial statements on pages 58 - 103 were approved by the Board of Directors and authorised for issue on 26 March 2025
and were signed on its behalf by:
Richard Last
Mark Pickett
Director
Director
Consolidated Balance Sheet continued
As at 31 December 2024
Tribal Group plc | Annual Report & Accounts 2024
60
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Note
Share
capital
£’000
Share
premium
£’000
Other
reserves
£’000
Accumulated
(losses)/profits
£’000
Total
equity
£’000
Balance at 31 December 2022
10,611
83
28,598
5,526
44,818
Profit for the year
–
–
–
5,294
5,294
Other comprehensive expense for the year
–
–
–
(587)
(587)
Total comprehensive income for the year
–
–
–
4,707
4,707
Equity dividend paid
11
–
–
–
(1,377)
(1,377)
Credit to equity for share-based payments
22
–
–
295
–
295
Tax credit on credit to equity for share-based payments
10
–
–
–
32
32
Contributions by and distributions to owners
-
-
295
(1,345)
(1,050)
Balance at 31 December 2023 and 1 January 2024
10,611
83
28,893
8,888
48,475
Profit for the year
–
–
–
5,488
5,488
Other comprehensive expense for the year
–
–
–
(1,550)
(1,550)
Total comprehensive income for the year
–
–
–
3,938
3,938
Issue of equity share capital
23
82
–
–
–
82
Equity dividend paid
11
–
–
–
(1,389)
(1,389)
Credit to equity for share-based payments
22
–
–
394
–
394
Tax charge on credit to equity for share-based payments
10
–
–
–
(34)
(34)
Contributions by and distributions to owners
82
–
394
(1,423)
(947)
At 31 December 2024
10,693
83
29,287
11,403
51,466
Note
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Net cash from operating activities
27
12,710
8,308
Investing activities
Purchases of property, plant and equipment
15
(273)
(390)
Expenditure on intangible assets
14
(4,427)
(8,479)
Payment of deferred consideration for acquisitions
–
(71)
Proceeds from sub-leases
25
17
50
Net gain on forward contracts
–
175
Net cash outflow from investing activities
(4,683)
(8,715)
Financing activities
Interest paid
(1,066)
(717)
Loan arrangement fees
–
(112)
Loan drawdown
8,000
8,750
Loan repayment
(14,000)
(1,000)
Proceeds on issue of shares
23
82
–
Principal paid on lease liabilities
25
(768)
(911)
Interest paid on lease liabilities
25
(76)
(77)
Equity dividend paid
11
(1,389)
(1,377)
Net cash (used in)/from financing activities
(9,217)
4,556
Net (decrease)/increase in cash and cash equivalents
(1,190)
4,149
Cash and cash equivalents at beginning of year
6,797
2,856
Effect of foreign exchange rate changes
(314)
(208)
Cash and cash equivalents at end of year
17
5,293
6,797
Consolidated Cash Flow Statement
For the year ended 31 December 2024
Strategic Report
Governance
Financial Statements
61
1. Accounting policies
General information
Tribal Group plc (the Company) is a company incorporated, registered and domiciled in England and Wales in the United Kingdom
under the Companies Act. The Company is a public limited company which is listed on the Alternative Investment Market (AIM).
The address of the registered office is given on page 111. The principal activities of the Company and its subsidiaries (the Group)
and the nature of the Group’s operations are set out in Note 4 and in the Strategic Report on pages 1 - 29. The financial statements
are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.
Amounts are rounded to the nearest thousand unless otherwise stated. Foreign operations are included in accordance with the
policies set out below. The principal accounting policies applied in the preparation of these consolidated financial statements are
set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements on pages 58 - 103 have been prepared in accordance with UK adopted International Accounting
Standards. The financial information has been prepared on the historical cost basis, except for contingent consideration,
share-based payments and forward exchange contracts which are recognised at fair value.
The preparation of financial statements in accordance with UK adopted International Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the
Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in Note 2.
Adoption of new and revised standards
In preparing these financial statements, the company has early adopted the amendment to IFRS 9, issued by the IASB in May 2024.
The amendment clarified situations in which a financial asset or a financial liability is recognised and derecognised and provided an
exception for certain financial liabilities settled using an electronic payment system. The guidance clarified that entities may be
permitted to derecognise financial liabilities settled by an electronic payment system earlier than their settlement date, subject
to certain criteria being met.
At the date of the authorisation of these financial statements, the following Standards and Interpretations which have not been
applied in these financial statements were in issue but not yet effective (and in some cases had not been adopted by the UK):
Mandatorily effective for periods beginning on or after 1 January 2025:
•
Amendments to IAS 21 Lack of exchangeability
There are no standards or interpretations that are mandatorily effective for periods beginning on or after 1 January 2026.
None of the above standards are expected to have a material impact on the Group or are expected to be early adopted.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company:
•
Has the power over the investee.
•
Is exposed, or has the rights, to variable returns from its involvement with the investee.
•
Has the ability to use its power to affect its returns.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-Group transactions, balances, income
and expenses are eliminated on consolidation.
Notes to the Financial Statements
Tribal Group plc | Annual Report & Accounts 2024
62
Adoption of the going concern basis
As at 31 December 2024, the Group had cash and cash equivalents of £5.3m (2023: £6.8m) and borrowings of £8.0m (2023:
£14.0m). The Group has a £2.0m committed overdraft facility in the UK and a AUD$2.0m committed overdraft facility in Australia.
Both facilities are committed on a 12-month rolling period ending August 2025 and October 2025 respectively. At the year-end
neither facility had been drawn down.
Tribal Group plc has a £20.0m loan facility to cover temporary working capital requirements of the Group and corporate merger and
acquisition activity, if required, which expires in December 2027. See Note 19.
The Group benefits from strong annual recurring revenues and cash generation, it also has a significant pipeline of committed
income as it enters 2025. The Group’s net current liability position has increased to £23.4m from £19.1m in 2023; the increase
mainly driven by net contract liabilities. Net current liabilities primarily consists of net contract liabilities of £26.3m (2023:
£21.8m) relating to deferred customer revenue recognised in accordance with IFRS 15.
During the year the NTU contract dispute was settled with remaining payments to be made in 2025 of £1.7m.
In assessing the Group’s going concern position the Directors have considered all relevant facts, latest forecasts, an assessment
of the risks faced by the Group, and considered potential changes in trading performance. In addition, management have stress
tested the latest forecasts to the point where either the Group cannot meet its liabilities or is in breach of banking covenants
and have concluded that this position is highly unlikely. Accordingly, the Directors have a reasonable expectation that the Group
and the Company have adequate resources to continue in operational existence for at least 12 months from the date of approval
of the financial statements and the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the
financial statements.
Revenue recognition
Revenue is measured at the fair value of the consideration receivable from the provision of goods and services to third party
customers in the normal course of business. Revenue is stated excluding sales tax and trade discounts. The particular recognition
policies applied in respect of the various potential elements of short-term or repeat service contracts are as set out below.
For multi-element contracts that include more than one separable revenue stream, the stand alone selling prices of the
component parts are established, and revenue recognised for each separable element in line with the relevant policy below.
Where legally separate contracts are entered into at or near the same time, with the same entity and were negotiated as a
package, they are treated as a single arrangement for accounting purposes. Performance obligations are met in the same way for
each relevant stream as noted below.
The Group has long-term contracts for the provision of more complex, project-based services including arrangements that
involve significant production, modification, or customisation of software. Where the outcome of such long-term project-based
contracts can be measured reliably, revenue and costs are recognised by reference to the stage of completion of the project at
the balance sheet date. This is measured by the proportion of development time incurred for work performed to date compared
to the estimated total development time required. Variations in contract work are included to the extent that the amount can be
measured reliably, and the revenue is considered highly probable not to reverse.
Where the outcome of a long-term project-based contract cannot be estimated reliably, contract revenue is recognised to the
extent of contract costs that it is probable and be recovered. When it is probable that the total contract costs will exceed total
contract revenue, the expected loss is recognised as an expense within cost of sales immediately.
The transaction price of contracted goods and services is shown separately in the contract with customers. The contracted
prices of each component of a product sale are expected to provide a robust and appropriate starting point in seeking to allocate
the total transaction price to the identified performance obligations. The time value of money is not expected to be significant as
contracts where cash is disconnected from revenue by greater than one year are likely to be rare.
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Governance
Financial Statements
63
Notes to the Financial Statements
1. Accounting policies continued
Revenue recognition continued
Interest is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Balances arise on contract assets and liabilities when cumulative payments received from customers at the balance sheet date
do not necessarily equal the amount of revenue recognised on contracts. Customers are on standard payment terms which may
result in settlement of invoices prior to recognition of associated revenue.
Student Information Systems
Licence and Development Fees – applies to Software and Support
•
Revenue on perpetual software licenses is recognised on the commencement of software implementation and related
consultancy.
•
Revenue on the implementation of fixed price software licenses is recognised over the duration of the project implementation
period on a percentage complete basis being the number of days complete compared to the number of days expected for the
project based on timesheet records. Revenue is recognised over time as the conditions as set out in IFRS 15.35(a) are met.
•
Revenue from term software licenses is recognised on a pro-rata basis over the period of the license. This has the effect of
spreading the recognition of License and Development Fees revenue over an extended period, rather than immediate, upfront
recognition, to reflect the performance obligation of the license transferring over time in line with IFRS 15.B56.
•
Customer paid enhancements (Development Fees) are recognised in line with Implementation Services as noted below.
•
Support and Maintenance – applies to Foundation Software and Edge.
•
Revenue from contracts for software maintenance and support is recognised on a pro rata basis over the contract period,
reflecting the Group’s obligation to support the relevant software products and update their content over the contract period.
Implementation Services – applies to Professional Services
•
Revenue from software implementation, consultancy and other services that involve the purchase of a number of days is
recognised as the service is provided.
•
If implementation services are inherently linked to the delivery of fixed price software, revenue is recognised on a percentage
complete basis being the number of days complete compared to the number of days expected for the project based on
timesheet records.
Cloud Services - applies to Foundation Cloud Services
•
Revenue from contracts for cloud services is recognised on a pro rata basis over the contract period, reflecting the Group’s
obligation to host the relevant software products over the contract period.
Other Services – applies to Other Software Services (including Bespoke Software, Software Solutions, Data Managed
Services and SchoolEdge)
•
Revenue from other services that are provided for a specific term are recognised on a pro rata basis over the contract period.
This includes services such as hosting and managed IT services; and where services include any element of Licence and
Development Fees, Support and Maintenance, Implementation Services or Cloud Services revenue recognition will be in line
with the policy outline in the relevant section above.
Etio (formerly Education Services)
•
Revenue from the sale of services is recognised upon transfer of control to the customer and assessment of performance
obligations. This is generally when services are performed for customers. The method by which the Group measures the
service being performed varies depending on the nature of the contract, but will typically be driven by either time incurred
or deliverables delivered as appropriate to the particular arrangement with the customer. Performance obligations are
considered to be met upon the transfer of deliverables as defined in the contract.
Deferred contingent consideration
The Group has deferred contingent consideration obligations arising from acquisitions.
The accounting for changes in the present value of deferred contingent and non-contingent consideration, that do not qualify as
measurement period adjustments, and for which consideration is classified as a liability, are remeasured at subsequent reporting
dates at present value with the corresponding gain or loss being recognised in profit or loss.
Any equity-based consideration is recognised in equity at the date it is agreed and would not be remeasured at subsequent
reporting dates, with subsequent settlement accounted for within equity.
Tribal Group plc | Annual Report & Accounts 2024
64
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date).
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net of the acquisition date
amounts of the identifiable assets acquired and liabilities assumed.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any), the excess is recognised immediately in the income statement as a bargain purchase
gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is
allocated to each of the Group’s cash-generating units (CGUs) expected to benefit from the combination. CGUs (or groups of
CGUs) to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the CGU (or groups of CGUs) is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGUs (or group of CGUs) and then
to the other assets of the CGU (or groups of CGUs) pro rata on the basis of the carrying amount of each asset. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary or a division, the attributable amount of goodwill is included in the determination of the profit and
loss on disposal. Goodwill arising on acquisition before the date of transition to IFRS has been retained at the previous UK GAAP
amounts, subject to being tested for impairment at that date.
Merger reserve
The merger reserve comprises the non-statutory premium arising on shares issued as consideration for acquisition of subsidiaries
where merger relief under the relevant section of the Companies Act applies. To the extent that the creation of goodwill originally
gave rise to a merger reserve, upon impairment, an appropriate amount is transferred from the merger reserve to the profit and
loss reserve.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets and right-of-use assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment (if any). Tangible and Intangible
assets are amortised over their estimated useful lives (see Notes 14 and 15).
The recoverable amount is the higher of fair value less costs to sell and the value in use. The estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable
amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable
amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as
income immediately.
Unlike intangible assets and goodwill, right-of-use assets are not subject to a significant risk of material impairment, due to the
nature and short-term duration of the leases held by the Group. Expected changes to the rental duration of office properties and
the corresponding discount rate used to value lease liabilities are not considered probable within the course of normal business,
so are excluded from the requirements set out in IAS 1.125.
Business systems
The Group’s business systems (internal operational systems; i.e. finance, HR) are treated as an intangible asset where the
probable future economic benefits arising from the investment can be assessed with reasonable certainty at the time the costs
are incurred. Costs included are those directly attributable to the design, construction and testing of new systems (including
major enhancements) from the point of inception to the point of satisfactory completion as defined by IAS 38, with the exception
of cloud computing costs which are expensed as incurred. Maintenance and minor modifications are expensed against the income
statement as incurred. These assets are amortised by equal instalments over 10 years.
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Financial Statements
65
Notes to the Financial Statements continued
1. Accounting policies continued
Internally generated intangible assets – research and development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the Group’s product development is recognised only if all of the following
conditions have been demonstrated:
•
The technical feasibility of completing the intangible asset so that it will be available for use or sale.
•
The intention to complete the intangible asset and use or sell it.
•
The ability to use or sell the intangible asset.
•
How the intangible asset will generate probable future economic benefits.
•
The availability of adequate technical, financial and other resources to complete the development and to use or sell the asset.
•
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the
period in which it is incurred.
Intangible assets
Intangible assets are stated at cost, net of amortisation and any recognised impairment loss. These assets are amortised on a
straight-line basis over their useful economic lives as follows:
•
Development costs – 3 to 15 years.
•
Business systems – 10 years.
•
Software licences – 3 to 5 years.
Acquired intangibles
Acquired intangibles are stated at cost, net of amortisation and any recognised impairment loss. These assets are amortised
on a straight-line basis over their useful economic lives as follows:
•
Acquired intellectual property – 15 years.
•
Acquired software – 15 years.
•
Acquired customer contracts and relationships – 3 to 12 years.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of depreciation and any recognised impairment loss. Depreciation is charged
so as to write off the cost of each asset, other than assets in the course of construction, by equal instalments over their
estimated useful economic lives as follows:
•
Leasehold buildings – life of the lease.
•
Fixtures, fittings and other equipment – 3 to 7 years.
Leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
measured by reference to the measurement of the lease liability on that date, less any lease incentives received. The right-of-use
asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the Group’s incremental borrowing rate. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects
the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as
expenses in the period in which the event or condition that triggers the payment occurs
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of buildings that have a lease
term of 12 months or less and leases of low-value items including office equipment. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the term of the lease.
Tribal Group plc | Annual Report & Accounts 2024
66
Sub-leases
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses
the lease classification as a sub-lease with reference to the right-of-use-asset arising from the head lease, not with reference to
the underlying asset.
Other items
IAS 1, Presentation of Financial Statements, provides no definitive guidance as to the format of the income statement, but
states key lines which should be disclosed. It also encourages the disclosure of additional line items and the reordering of items
presented on the face of the income statement when appropriate for a proper understanding of the entity’s financial performance.
The Group has adopted a policy of disclosing separately on the face of its Group income statement the effect of any components
of financial performance considered by the Directors to be not directly related to the trading business or regarded as exceptional,
or for which separate disclosure would assist in a better understanding of the financial performance achieved.
Both materiality and the nature and function of the components of income and expense are considered in deciding upon such
presentation. Such items may include, inter alia, impairment and amortisation charges relating to goodwill and other intangible
assets, the financial effect of major restructuring and integration activity, gains or losses associated with acquisitions (including
the costs of such acquisitions, movements in deferred contingent consideration and the associated unwind of any discount
thereon), profits or losses arising on business disposals, share-based payments and other items where separate disclosure is
considered appropriate by the Directors, including the taxation impact of the aforementioned items.
Retirement benefit costs
The Group operates two defined contribution pension schemes that are established in accordance with employment terms
set by the employing companies. The assets of these schemes are held separately from those of the Group in independently
administered funds. The amount charged against profits represents the contributions payable to the scheme in respect of the
accounting period.
Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes,
where the Group’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit
scheme.
For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with
actuarial valuations being carried out at the end of each reporting period. Remeasurement comprising actuarial gains and losses,
the effect of the asset ceiling (if applicable) and the return on scheme assets (excluding interest) are recognised immediately in
the balance sheet with a charge or credit to the statement of comprehensive income in the period in which they occur.
Remeasurement recorded in the statement of comprehensive income is not recycled. Past service cost is recognised in profit or
loss in the period of scheme amendment. Net interest is calculated by applying a discount rate to the net defined benefit liability
or asset. Defined benefit costs are split into three categories:
•
Current service cost, past service cost and gains and losses on curtailments and settlements.
•
Net interest expense or income.
•
Remeasurement.
The Group presents the first component of defined benefit costs within cost of sales and administrative expenses in the
consolidated income statement. Curtailment gains and losses are accounted for as past-service cost. Net interest expense
or income is recognised within finance costs. The retirement benefit obligation recognised in the consolidated balance sheet
represents the deficit or surplus in the Group’s defined benefit pension schemes. Any surplus resulting from this calculation is
limited to the present value of any economic benefits available in the form of refunds from the schemes or reductions in future
contributions to the schemes.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will
be required to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle
the obligation at the balance sheet date, and are discounted to present value where the effect is material.
A property-related provision is recognised and measured as a provision when the Group has a present obligation arising under a
property-related contract. This includes dilapidation costs arising from exiting a leasehold property where the costs are not all
expected to be incurred during the next year. For a business that is closed or to be discontinued the provision reflects the costs
associated with exiting the property leased by the discontinued or closed business.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is
considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the
contract exceed the economic benefits expected to be received under it.
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Financial Statements
67
Notes to the Financial Statements continued
1. Accounting policies continued
Provisions continued
A legal claims provision is recognised and measured as a provision when the Group has a present obligation arising under a legal
claim. This includes anticipated costs to resolve any contractual disputes and any anticipated costs in respect of disputes arising
on previously disposed of businesses.
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a
valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main
features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from
the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the
ongoing activities of the entity.
Foreign currencies
Transactions in currencies other than the local functional currency are recorded at the rates of exchange on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated
at the rates prevailing on the balance sheet date, with differences recognised in profit or loss in the period in which they arise.
On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates prevailing on the
balance sheet date. Income and expense items are translated at the average exchange rates for the period. These are considered
to be approximate rates for the transaction dates. Goodwill and fair value adjustments arising on the acquisition of a foreign entity
are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising, if any, are
recognised directly within equity within other comprehensive income. Such translation differences are recognised as income or
expense in the period in which the operation is disposed of.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are
measured at fair value at the date of grant. This is expensed on a straight-line basis over the vesting periods of the instruments.
At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the
effect of the particular vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss
such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to other reserves in equity.
Fair value is measured by use of an adjusted Black-Scholes model for the 2017 - 2024 LTIPs (including the CSOP) and a Monte-
Carlo model for the LTIPs awarded in 2016, as these will vest dependent on market conditions.
Tax
Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Current tax provisions are recognised in accordance with IFRIC 23 and represent genuine uncertain tax treatments. The Group
continually monitors the status of any tax provisions and will reassess annually based on any changes in facts or circumstances
leading to a ‘more likely than not’ outcome.
Research and development tax credits are recognised in other revenue in the consolidated income statement.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying values of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from
goodwill or from initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying value of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated
at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax in the
income statement is charged or credited, except when it relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt within equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Tribal Group plc | Annual Report & Accounts 2024
68
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
Financial assets are classified into the following specified categories: financial assets at Fair Value Through Profit or Loss (FVTPL)
and Amortised Cost. The classification depends on the nature and purpose of the financial assets and is determined at the time of
initial recognition. The Group does not currently hold any assets at fair value through profit or loss.
Amortised cost
These assets arise principally from the provision of goods and services to customers (e.g. trade receivables) and cash and cash
equivalents. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition, and
are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment of financial assets
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within
IFRS 9 using a provision matrix in the determination of credit losses. During this process the probability of the non-payment of
the trade receivable is assessed. This probability is then multiplied by the amount of the expected loss arising from default to
determine the expected credit loss for the trade receivables. Provisions are recorded net in a separate provision account with the
loss being recognised in the consolidated income statement. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the amount of provision is based on whether there has been a
significant increase in credit risk since the initial recognition of the asset.
The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents.
Cash comprises cash in hand and deposits repayable on demand. These instruments are readily convertible to a known amount of
cash and are subject to an insignificant risk of change in value.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered
into.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or Amortised Cost. The only financial liability held at FVTPL
by the Group is deferred contingent consideration.
Dividends
Dividends are recognised when they become legally payable. In the case of final dividends, this is when approved by the
shareholders at the AGM.
Contingent liabilities
Contingent liabilities are disclosed when there are uncertainties related to the amount or timing of any outflows.
Strategic Report
Governance
Financial Statements
69
Notes to the Financial Statements continued
2. Critical accounting judgements and sources of estimation uncertainty
In the process of applying the Group’s accounting policies, which are described in Note 1, the Board has made the following
judgements that have the most significant effect on the amounts recognised in the financial statements.
Carrying value of goodwill
The carrying value of goodwill at the year-end is £27.6m (2023: £28.5m). An annual impairment review is required under IAS 36
Impairment of Assets involving judgement over the future cash flows and discount rates for CGUs. The Group prepares such cash
flow forecasts derived from the most recent budgets approved by the Board of Directors.
Value in use has been estimated for each group of CGUs as part of the annual impairment test for the Group’s goodwill allocated to
its groups of CGUs. The key assumptions used in the calculations, and the sensitivity of value in use to these key assumptions are
set out in Note 13 to these financial statements.
Carrying value of development costs
The carrying value of development costs is £45.0m (2023: £43.7m). Judgement is required to assess whether costs meet the
criteria for capitalisation set out in IAS 38, the useful life of those assets, and subsequently the consideration of the potential
need for impairment of these assets, in particular in relation to their expected ability to generate future revenue. Amortisation is
charged once a product is ready for its intended use. Amortisation is charged on a straight-line basis over the useful economic life
of the product to which the expenditure relates which range from 3 to 15 years, with a weighted average product life of 15 years.
Value in use has been estimated for each group of CGUs as part of the annual impairment testing.
In considering the appropriateness of the useful economic life of products management take into account typical product life
cycles, technical, technological, commercial or other types of obsolescence and the stability of the industry in which the asset
operates/changes in the market demand for the product.
Revenue recognition
The Group’s revenue recognition policies are disclosed in Note 1. In some cases, particularly in relation to software implementation
programmes on which we are engaged in a number of international settings, judgement is required to determine the most
appropriate measure of the stand alone selling prices and separately the timing of the revenue and profit recognition related to
the service and products that have been delivered to customers at the balance sheet date. Judgement is also required in the
recognition of any variable consideration and in the associated risk of recoverability of any associated receivables and contract
assets where invoicing and/or payment is subject to certain future milestones. Programme delivery requirements, software
specification and customer expectations may evolve during the course of these major projects. This may result in developments
to ongoing commercial arrangements that could materially impact the basis of financial judgements made at the period end.
Therefore, the potential impact of these evolving obligations and the overall customer project status must be considered carefully
and where appropriate reflected in accounting judgements.
Uncertainty over income tax treatments
From time to time the Group encounters situations where there is uncertainty over income tax treatments that may affect both
current and deferred taxes. Where the Group determines it is probable that a tax treatment will be accepted, then it measures its
income taxes on that basis. In relation to the prior period, the Group has excluded an amount of £0.8m of current tax from the tax
charge included in the consolidated income statement on the basis it believes that it is probable that the relevant tax authority
will accept an amended and refiled tax return. During 2024 the full amount of £0.8m was paid. This amount is included in current
tax assets in 2024 on the basis that it is expected to be recovered in due course.
Tribal Group plc | Annual Report & Accounts 2024
70
3. Revenue from contracts with customers
The Group has split revenue into various categories which is intended to enable users to understand the relationship between
revenue streams and segment information.
31 December 2024
UK
£’000
Australia
£’000
Other APAC
£’000
North America
and Rest of
the world
£’000
Total
£’000
Software and Support
30,455
7,089
2,243
1,711
41,498
Foundation Cloud Services
10,785
1,452
546
192
12,975
Professional Services
7,431
561
1,211
241
9,444
Core Student Information Systems (SIS)
48,671
9,102
4,000
2,144
63,917
Other software and services
3,562
5,258
–
5
8,825
Total Student Information Systems (SIS)
52,233
14,360
4,000
2,149
72,742
Schools inspections and other related services (QAS)
9,343
2
6
5,487
14,838
i-graduate survey and data analytics
1,013
117
982
316
2,428
Total Etio
10,356
119
988
5,803
17,266
Total
62,589
14,479
4,988
7,952
90,008
31 December 2023
UK
£’000
Australia
£’000
Other APAC
£’000
North America
and Rest of
the world
£’000
Total
£’000
Software and Support
27,681
6,868
2,207
1,872
38,628
Foundation Cloud Services
8,384
1,432
453
150
10,419
Professional Services
7,969
498
1,164
151
9,782
Core Student Information Systems (SIS)
44,034
8,798
3,824
2,173
58,829
Other software and services
3,316
6,424
–
9
9,749
Total Student Information Systems (SIS)
47,350
15,222
3,824
2,182
68,578
Schools inspections and other related services (QAS)
9,121
–
1
5,104
14,226
i-graduate survey and data analytics
1,214
370
1,076
286
2,946
Total Etio
10,335
370
1,077
5,390
17,172
Total
57,685
15,592
4,901
7,572
85,750
The disaggregation of revenue in primary geographical markets is included within Note 4.
Net contract liabilities
Contract asset/
(liability)
2024
£’000
Contract asset/
(liability)
2023
£’000
Opening contract balance
(21,814)
(19,469)
Of which released to income statement
21,814
19,328
New billings and cash in excess of revenue recognised
(26,368)
(21,673)
Closing contract balance
(26,368)
(21,814)
Balances arise on contract assets and liabilities when cumulative payments received from customers at the balance sheet date
do not necessarily equal the amount of revenue recognised on contracts. Customers are on standard payment terms, which may
result in settlement of invoices prior to the recognition of associated revenue.
Strategic Report
Governance
Financial Statements
71
Notes to the Financial Statements continued
3. Revenue from contracts with customers continued
Contract assets inherently have some contractual risks associated with them related to the specific and ongoing risks in each
individual contract with a customer. The impairment of contract assets reflects provisions recognised against contract assets in
relation to these risks. See Note 30.
The amount of incremental costs to obtain a contract which extends over a period of more than 12 months has been recognised as
an asset in prepayments totalling £0.1m (2023: £0.3m) and will be released in line with the total contract revenue. No amount has
been impaired at 31 December 2024 or 2023.
Remaining performance obligations
The amount of revenue that will be recognised in future periods on revenue contracts entered into prior to 31 December when the
remaining performance obligations will be satisfied is analysed as follows:
At 31 December 2024
2025
£’000
2026
£’000
2027
£’000
Thereafter
£’000
Total
£’000
Software and Support
39,929
38,854
16,294
563
95,640
Foundation Cloud Services
12,690
12,558
7,911
1,405
34,564
Professional Services
6,519
508
37
–
7,064
Core SIS
59,138
51,920
24,242
1,968
137,268
Other software and services
3,938
2,133
996
268
7,335
Total SIS
63,076
54,053
25,238
2,236
144,603
Schools inspections and other related services (QAS)
13,830
7,488
6,856
4,890
33,064
i-graduate survey and data analytics
1,371
567
78
59
2,075
Total Etio
15,201
8,055
6,934
4,949
35,139
Total
78,277
62,108
32,172
7,185
179,742
At 31 December 2023
2024
£’000
2025
£’000
2026
£’000
Thereafter
£’000
Total
£’000
Software and Support
37,810
36,765
22,502
504
97,581
Foundation Cloud Services
11,523
11,219
7,204
1,272
31,218
Professional Services
7,763
1,642
52
–
9,457
Core SIS
57,096
49,626
29,758
1,776
138,256
Other software and services
6,120
2,346
1,066
56
9,588
Total SIS
63,216
51,972
30,824
1,832
147,844
Schools inspections and other related services (QAS)
11,396
6,190
275
22
17,883
i-graduate survey and data analytics
1,764
903
453
–
3,120
Total Etio
13,160
7,093
728
22
21,003
Total
76,376
59,065
31,552
1,854
168,847
An analysis of the Group’s revenue, from continuing operations, is as follows:
2024
£’000
2023
£’000
Sales of services
90,008
85,750
Total revenue
90,008
85,750
Further details of the nature of the services provided are disclosed in Note 4. Sales of goods are not material and are therefore
not shown separately. Included in sales of services is £1.3m (2023: £1.3m) related to software license revenues recognised as a
result of a periodic review of our license entitlement resulting from changes in our customers’ enrolled student numbers. There is
no revenue in respect of discontinued operations.
Tribal Group plc | Annual Report & Accounts 2024
72
4. Business segments
Information reported to the Group’s Chief Executive for the purposes of resource allocation and assessment of segment
performance is focused on the nature of each type of activity. The Group’s reportable segments and principal activities under IFRS
8 are detailed below:
•
Student Information Systems (SIS) represents the delivery of software and subsequent maintenance and support services
and the activities through which we deploy and configure our software for our customers, including software solutions, asset
management and information managed services.
•
Etio (formerly Education Services) represents inspection and review services which support the assessment of educational
delivery, and a portfolio of performance improvement tools and services, including analytics.
In accordance with IFRS 8 ‘Operating Segments’, information on segment assets is not shown, as this is not provided to the chief
operating decision-maker, being the Chief Executive. Inter-segment sales are charged at prevailing market prices.
Revenue
Adjusted segment operating profit
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
SIS
72,742
68,578
24,938
23,412
Etio
17,266
17,172
409
2,254
Total
90,008
85,750
25,347
25,666
Unallocated corporate expenses
(11,921)
(14,360)
Amortisation of acquired software and customer
contracts and relationships
(961)
(725)
Adjusted operating profit
12,465
10,581
Exceptional items (see Note 6)
(5,572)
(3,320)
Operating profit
6,893
7,261
Finance income
137
308
Finance costs
(1,172)
(939)
Profit before tax
5,858
6,630
Tax charge
(370)
(1,336)
Profit after tax
5,488
5,294
Associated depreciation and amortisation is allocated to segment profits and is included in adjusted segment operating profit
as above. The amount included in SIS is £2.7m (2023: £2.3m) and within Etio £0.2m (2023: £0.2m). The accounting policies of
the reportable segments are the same as the Group’s accounting policies described in Note 1. Segment profit represents the
profit earned by each segment, without allocation of central administration costs, including Directors’ salaries, finance costs
and income tax expense. This is the measure reported to the Group’s Chief Executive for the purpose of resource allocation and
assessment of segment performance.
Within Etio revenues of approximately 9% (2023: 9%) have arisen from the segment’s largest customer; within SIS revenues of
approximately 4% (2023: 4%) have arisen from the segment’s largest customer. These percentages are calculated against total
revenue.
Strategic Report
Governance
Financial Statements
73
Notes to the Financial Statements continued
4. Business segments continued
Geographical information
Revenue from external customers, based on their geographical location, is shown below:
2024
£’000
2023
£’000
UK
62,589
57,685
Australia
14,479
15,592
Other APAC
4,988
4,901
North America
3,243
3,650
Rest of the world
4,709
3,922
90,008
85,750
Non-current assets (excluding deferred tax)
2024
£’000
2023
£’000
UK
67,796
67,523
Australia
11,719
13,342
Other APAC
435
531
North America
13
27
Rest of the world
94
50
80,057
81,473
5. Operating profit for the year
Note
2024
£’000
2023
£’000
Operating profit for the year is stated after charging:
Staff costs (excluding amounts capitalised)
7
47,791
47,151
Depreciation and other amounts written off in property, plant and equipment
15
433
566
Depreciation of right-of-use assets
25
889
1,004
Amortisation of software and customer contracts and relationships
14
961
725
Amortisation of business systems
14
8
7
Amortisation of development costs and acquired intellectual property
14
1,910
1,485
Impairment of development costs
14
1,526
–
Fair value loss on financial asset
–
577
Research and development expenditure
6,139
3,951
Net foreign exchange (gains)/losses
(611)
130
The analysis of auditors’ remuneration is as follows:
2024
£’000
2023
£’000
Fees payable to the Company’s auditor for the audit of the Company’s Annual Report
376
399
Fees payable to the Company’s auditor and its associates for other services
to the Group:
– the audit of the Company’s subsidiaries pursuant to legislation
123
120
Total audit fees
499
519
Total non-audit fees
–
–
Total auditor’s remuneration
499
519
Tribal Group plc | Annual Report & Accounts 2024
74
A number of non-IFRS adjusted profit measures are used in this Annual Report and financial statements. Exceptional items are
excluded from our headline performance measures by virtue of their size and nature, in order to reflect management’s view of the
underlying performance of the Group (see Note 6).
Summarised below is a reconciliation between statutory results to adjusted results. The Group believes that alternative
performance measures such as adjusted EBITDA are commonly reported by companies in the markets in which it competes and
are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation and
amortisation, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), or
based on factors which do not reflect the underlying performance of the business. The adjusted profit after tax earnings measure
is also used for the purpose of calculating adjusted earnings per share.
Alternative performance measures (APM)
2024
£’000
2023
£’000
Statutory operating profit
6,893
7,261
Amortisation of development costs and acquired intellectual property
1,910
1,485
Amortisation of other intangibles
8
7
Depreciation on property, plant and equipment
433
566
Depreciation of right-of use assets
889
1,004
Amortisation of software and customer contracts and relationships
961
725
Exceptional items (Note 6)
5,572
3,320
Adjusted EBITDA
16,666
14,368
2024
£’000
2023
£’000
Adjusted EBITDA
16,666
14,368
Exceptional items (Note 6)
(5,572)
(3,320)
EBITDA after exceptional items
11,094
11,048
Depreciation and amortisation
(4,201)
(3,787)
Operating profit (EBIT)
6,893
7,261
Net financing costs
(1,035)
(631)
Profit before tax
5,858
6,630
Strategic Report
Governance
Financial Statements
75
Notes to the Financial Statements continued
6. Exceptional items
2024
£’000
2023
£’000
Acquisition related costs
-
103
Takeover costs
(191)
(1,420)
Etio restructure
(288)
(1,003)
Impairment of development costs (Note 14)
(1,405)
-
NTU Settlement and associated costs
(3,023)
-
Group restructuring and associated costs
(665)
(1,000)
Total exceptional items
(5,572)
(3,320)
The exceptional items are not part of the Group’s underlying trading activities and include the following:
Acquisition-related costs: Amounts relating to the consultancy and legal costs of potential acquisitions (2024; £nil; 2023: credit
of £0.1m). The credit in 2023 arose from the remeasurement of accounting for changes in the fair value of the contingent deferred
consideration as part of the earn-out agreement with Eveoh BV, and the corresponding gain has been recognised in the income
statement.
Restructuring and associated costs relate to the restructuring of the Group’s operations, including properties and the Education
Services Restructure. (2024: £1.0m; 2023: £2.0m). These costs relate to one-off initiatives that support the Group’s transition to a
pure-play EdTech, SaaS business.
Takeover costs: Amounts relating to the lapsed offer for Tribal Group plc by Ellucian. Costs of £0.2m (2023 £1.4m) were spent on due
diligence and external advisors.
NTU settlement and associated costs: Amounts payable in respect of the full and final settlement with Nanyang Technological
University (“NTU”) resolving all outstanding issues in relation to the contact between Tribal and NTU which was terminated on 23
March 2023.
Impairment of development costs: Amounts relating to the impairment of the TDE (The Data Engine) asset following an impairment
review at the end of the year, see Note 14.
7. Staff numbers and costs
The average monthly number of persons employed under contracts of service by the Group (including Executive Directors) during the
year was as follows:
2024
number
2023
number
Selling, operations, marketing and development
772
833
Finance and administration
111
105
883
938
The aggregate payroll costs of these persons were as follows:
2024
£’000
2023
£’000
Wages and salaries
44,596
46,691
Social security costs
3,924
4,013
Other pension costs
2,005
2,199
Restructuring costs
747
1,260
Share option charge
561
354
51,833
54,517
The share option charge includes £nil (2023: £23,000) amounts paid and accrued on dividends on share options that have met
performance conditions.
The total payroll costs above include £4.0m (2023: £7.4m) capitalised as development costs. £28.0m of payroll costs are included in
cost of sales and £19.8m of payroll costs are included in administrative expenses.
Tribal Group plc | Annual Report & Accounts 2024
76
8. Finance income
2024
£’000
2023
£’000
Fair value movement on forward exchange contract
-
175
Net interest receivable on retirement benefit obligations
123
129
Interest receivable on leased assets
1
3
Other interest received
13
1
Total finance income
137
308
9. Finance costs
2024
£’000
2023
£’000
Interest on bank overdrafts and loans
1,105
717
Loan arrangement fees
(24)
112
Interest expense on lease liabilities
76
77
Unwinding of discounts
15
33
Total finance costs
1,172
939
10. Tax
2024
£’000
2023
£’000
Current tax
UK corporation tax
(72)
(117)
Overseas tax
2,630
1,999
Adjustments in respect of prior years
9
(493)
2,567
1,389
Deferred tax
Current year
(2,197)
502
Adjustments in respect of prior years
-
(555)
(2,197)
(53)
Tax charge on profits
370
1,336
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Financial Statements
77
Notes to the Financial Statements continued
See Note 21 for further analysis of movements in the deferred tax position. The continuing tax charge can be reconciled to the
profit from continuing operations per the income statement as follows:
2024
£’000
2023
£’000
Profit before tax on continuing operations
5,858
6,630
Tax charge at standard UK rate of 25% (2023: 23.5%)
1,465
1,558
Effects of:
Overseas tax rates
274
342
Expenses not deductible for tax purposes
(33)
495
Adjustments in respect of prior years
9
(1,048)
Deferred tax on losses not previously recognised
(1,204)
–
Foreign exchange differences
(84)
–
Losses not recognised
15
92
Movement in IFRIC 23 tax provision
(72)
(117)
Effect of changes in tax rates
–
14
Tax expense for the year
370
1,336
In addition to the amount charged to the income statement a deferred tax charge of £34,000 (2023: credit of £32,000) has been
recognised directly in equity during the year in relation to Share Schemes.
A deferred tax charge of £8,000 (2023: £nil) has been recognised in the Consolidated Statement of Comprehensive Income in
relation to defined benefit pension schemes.
The Group continues to hold appropriate uncertain tax provisions.
The income tax expense for the year is based on the UK statutory rate of corporation tax for the period of 25% (2023: 23.5%).
Tax for other jurisdictions is calculated at the prevailing rates in the respective jurisdictions.
11. Dividends
2024
£’000
2023
£’000
Amounts recognised as distributions to equity holders in the period:
Interim dividend for the year ended 31 December 2024 of 0.65 pence
(Final dividend for the year ended 31 December 2022: 0.65 pence) per share
1,389
1,377
Proposed dividend:
Proposed final dividend for the year ended 31 December 2024 of 0.65 pence per share
1,390
–
The Board regularly reviews the available distributable reserves of Tribal Group plc to ensure they are protected for future dividend
payments.
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78
12. Earnings per share
Basic earnings per share and diluted earnings per share are calculated by reference to a weighted average number of Ordinary
Shares calculated as follows:
2024
‘000
2023
‘000
Weighted average number of shares outstanding:
Basic weighted average number of shares in issue
213,520
214,180
Dilutive weighted average number of employee share options
2,515
1,626
Total weighted average number of shares outstanding for dilution calculations
216,035
215,806
Diluted earnings per share reflects the dilutive effect of LTIP and CSOP share options for which vesting criteria have been met.
The maximum number of potentially dilutive shares, based on options that have been granted but have not yet met vesting
criteria, is 2,737,673 (2023: 3,300,128).
The adjusted basic and diluted earnings per share figures shown are included as the Directors believe that they provide a better
understanding of the underlying trading performance of the Group. A reconciliation of how these figures are calculated is set out below:
2024
£’000
2023
£’000
Net profit
5,488
5,294
Earnings per share
Basic
2.6p
2.5p
Diluted
2.5p
2.4p
Net profit (before exceptional items) *
10,138
8,811
Adjusted earnings per share
Basic
4.7p
4.1p
Diluted
4.7p
4.1p
* Net profit (before exceptional items) is calculated as below:
2024
£’000
2023
£’000
Operating profit (before exceptional items)
12,465
10,581
Finance income
137
308
Finance costs
(1,172)
(939)
Profit (before exceptional items) before tax
11,430
9,950
Tax charge (before exceptional items)
(1,292)
(1,139)
Net profit (before exceptional items)
10,138
8,811
Strategic Report
Governance
Financial Statements
79
Notes to the Financial Statements continued
13. Goodwill
2024
£’000
2023
£’000
Cost
At 1 January
109,755
110,407
Exchange differences
(924)
(652)
At 31 December
108,831
109,755
Accumulated impairment losses
At 1 January
81,231
81,231
At 31 December
81,231
81,231
Net book value
At 31 December
27,600
28,524
At 1 January
28,524
29,176
Goodwill acquired in a business is allocated, at acquisition, to the CGUs that are expected to benefit from the business
combination. The carrying amount of goodwill has been allocated as follows:
2024
£’000
2023
£’000
Student Information Systems (SIS)
24,066
24,990
Etio
3,534
3,534
27,600
28,524
Goodwill is reviewed at least annually for impairment by comparing the recoverable amount of each CGU with the goodwill,
intangible assets and property, plant and equipment allocated to that CGU.
The recoverable amount of a CGU is determined based on value in use calculations. These calculations use risk adjusted cash
flow projections based on the financial budget approved by management for the period to 31 December 2025. The budget
was prepared based on past experience, strategic plans and management’s expectation for the markets in which they operate
including adjustments for known contract ends, contract related inflationary increases and planned cost savings. From the budget
a forecast was extrapolated by product over a five-year period to give greater clarity on future cash flows. Cash flows beyond the
budget and extrapolation period were calculated into perpetuity using a 2% growth assumption. This growth rate is in line with the
expected long-term growth rate of the markets in which the business operates.
The cash flow projections are discounted at a pre-tax discount rate of 13.2% (2023: 16.0%). The single discount rate, which is
consistently applied for both CGUs, is determined with reference to available industry information and reflects specific risks
relevant to the Group.
Impairment testing inherently involves a number of judgemental areas, including the preparation of cash flow forecasts for periods
that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the Group
and the estimation of the future revenue and expenditure of each CGU. Accordingly, management undertook stress testing to
understand the key sensitivities and concluded that a rise in discount rate to 19.3% in SIS and 28.8% in Etio would trigger an
impairment. A decline in growth rate of EBITDA (6.5%) in SIS and (262.1%) in Etio would result in an impairment.
Management does not believe a reasonably possible change in the key assumptions may cause impairment.
Tribal Group plc | Annual Report & Accounts 2024
80
14. Other intangible assets
Acquired
software
£’000
Acquired
customer
contracts and
relationships
£’000
Acquired
Intellectual
property
£’000
Development
costs
£’000
Business
systems
£’000
Software
licenses
£’000
Total
£’000
Cost
At 1 January 2023
12,582
9,902
1,873
55,314
75
44
79,790
Additions
–
–
–
8,479
–
–
8,479
Exchange differences
(383)
(163)
–
(170)
–
–
(716)
At 31 December 2023
12,199
9,739
1,873
63,623
75
44
87,553
Additions
–
–
–
4,427
–
–
4,427
Impairments
–
–
–
(1,526)
–
–
(1,526)
Exchange differences
(545)
(232)
–
(229)
–
(1)
(1,007)
At 31 December 2024
11,654
9,507
1,873
66,295
75
43
89,447
Amortisation
At 1 January 2023
9,283
7,189
950
18,657
–
44
36,123
Charge for the year
267
458
97
1,388
7
–
2,217
Exchange differences
(383)
(129)
–
(169)
–
–
(681)
At 31 December 2023
9,167
7,518
1,047
19,876
7
44
37,659
Charge for the year
267
694
97
1,813
8
–
2,879
Impairments
–
–
–
(121)
–
–
(121)
Exchange differences
(545)
(222)
–
(243)
–
(1)
(1,011)
At 31 December 2024
8,889
7,990
1,144
21,325
15
43
39.406
Carrying amount
At 31 December 2024
2,765
1,517
729
44,970
60
–
50,041
At 31 December 2023
3,032
2,221
826
43,747
68
–
49,894
The Group is required to test annually if there are any indicators of impairment and perform an impairment test on all assets which
are under development, irrespective of whether there is an indicator of impairment. The recoverable amount is determined based
on value in use calculations of identified CGUs. The use of this method requires the estimation of future cash flows based on the
Group’s mid-range plans, the key assumption that affects this is revenue growth. This assumption has been sensitised as part of
current year testing.
The discount and growth rates are estimated using a pre-tax Weighted-Average Cost of Capital (WACC) that is indicative of
current market assessments of the time value of money, based on risks specific to the market in which the Group operates.
Cash flow projections are prepared for a 15 year period from 31 December 2024 as this is the expected life cycle of the CGUs. The
pre-tax discount rate used in the models is 17.6%.
With respect to the TDE (The Data Engine) asset, this product has been put on stop sell as the product strategy has shifted and
consequently an impairment review was required and this concluded that the asset should be fully impaired, with a net impact of
£1.4m. This has been included within Exceptional Items (Note 6).
Other products under development have been allocated to CGUs (SITS and Callista) being the foundation products into which the
new modules will be incorporated.
The impairment testing allocates all assets relating to specific CGUs.
Strategic Report
Governance
Financial Statements
81
Notes to the Financial Statements continued
15. Property, plant and equipment
Leasehold
improvements
£’000
Fixtures, fittings and
other equipment
£’000
Total
£’000
Cost
At 1 January 2023
2,344
996
3,340
Additions
52
338
390
Disposals
(220)
(192)
(412)
Exchange differences
(26)
(40)
(66)
At 31 December 2023
2,150
1,102
3,252
Additions
33
240
273
Disposals
(1,137)
(109)
(1,246)
Exchange differences
(24)
(45)
(69)
At 31 December 2024
1,022
1,188
2,210
Accumulated depreciation and impairment
At 1 January 2023
1,973
323
2,296
Charge for the year
119
447
566
Disposals
(212)
(181)
(393)
Exchange differences
(19)
(34)
(53)
At 31 December 2023
1,861
555
2,416
Charge for the year
73
360
433
Disposals
(1,126)
(89)
(1,215)
Exchange differences
(9)
(36)
(45)
At 31 December 2024
799
790
1,589
Net book value
At 31 December 2024
223
398
621
At 31 December 2023
289
547
836
There are £1.9m (2023: £2.9m) cost of assets that are fully depreciated within property, plant and equipment. A review of all
assets was undertaken in the year and £1.2m (2023: £0.4m) of fully depreciated assets have been written off as no longer in use.
16. Trade and other receivables
2024
£’000
2023
£’000
Amounts receivable for the sale of services
11,637
8,834
Less: Allowance for expected credit loss
(819)
(665)
10,818
8,169
Other receivables
648
689
Prepayments
4,731
4,832
16,197
13,690
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables which represent the Group’s
maximum exposure to credit risk in relation to financial assets. The Group’s credit risk is primarily related to its trade receivables.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international
credit rating agencies.
All receivables are due within one year in both current and prior years.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Tribal Group plc | Annual Report & Accounts 2024
82
Trade receivables
Trade receivables are measured at amortised cost. The average credit terms on sales is 30 days (2023: 30 days). The Group sells
the majority of its services to the public sector or related bodies and institutions, and as such there is a low incidence of default
experience.
Of the total trade receivables balance at the end of the year there were four customers (2023: three) who held balances
outstanding of more than 5% (2024: £4.0m; 2023: £1.7m). The average age of receivables is 37 days (2023: 29 days).
The Group applies the IFRS 9 simplified approach to measure expected credit losses using a lifetime expected credit loss
allowance for trade receivables and accrued income. To measure expected credit losses on a collective basis, trade receivables
and accrued income are grouped based on similar credit risk and ageing.
At 31 December 2024 the lifetime expected credit loss allowance for trade receivables is as follows:
Expected
credit loss rate
Gross carrying amount
£’000
Loss provision
£’000
Current
0.4%
8,723
33
30–60 days
1%
563
6
60–90 days
35%
92
32
90–180 days
4%
1,519
61
180+ days
93%
740
687
Total
11,637
819
At 31 December 2023 the lifetime expected credit loss allowance for trade receivables is as follows:
Expected
credit loss rate
Gross carrying amount
£’000
Loss provision
£’000
Current
1%
7,004
39
30–60 days
9%
715
62
60–90 days
18%
277
50
90–180 days
34%
399
137
180+ days
86%
439
377
Total
8,834
665
Movement in the expected credit loss allowance for trade receivables is as follows:
2024
£’000
2023
£’000
Balance at the beginning of the year
665
194
IFRS 9 expected credit loss adjustment
583
491
Amounts written off during the year
16
(12)
Movements on unused amounts
(445)
(8)
Balance at the end of the year
819
665
Contract assets
Contract assets are measured at amortised cost. Contract assets inherently have some contractual risks associated with them
related to the specific and ongoing risks in each individual contract with a customer. These are subject to the expected credit loss
impairment under IFRS 9.
Revenue provisions recognised in the income statement in respect of contract assets amount to £0.1m (2023: £nil).
Strategic Report
Governance
Financial Statements
83
Notes to the Financial Statements continued
17. Cash and cash equivalents
2024
£’000
2023
£’000
Cash and cash deposits
4,845
6,797
Other deposits
448
-
Cash and cash equivalents
5,293
6,797
Other deposits relate to restricted funds of £0.4m to settle contractual payments under a grant scheme that the Group
administers for the Department for Education.
Cash and cash equivalents of £5.3m (2023: £6.8m) comprise cash held by the Group and short-term bank deposits with an original
maturity of three months or less. The carrying amount of these assets approximates their fair value.
The credit quality of cash at bank can be assessed by reference to external credit ratings. The Group has not changed its risk
appetite during the year. The following table has been sourced from Moodys credit ratings.
2024
£’000
2023
£’000
Aa3
37
167
A1
3,493
4,655
A2
1,649
1,891
A3
65
34
Baa2
49
50
5,293
6,797
Cash and cash equivalents include the following for the purposes of the statement of cash flows:
2024
£’000
2023
£’000
Cash and cash deposits
4,845
6,797
Other deposits
448
-
5,293
6,797
18. Trade and other payables
2024
£’000
2023
£’000
Current
Trade payables
960
1,283
Other taxation and social security
3,450
3,664
Other payables
2,624
955
7,034
5,902
Non-current
Other payables
66
212
66
212
Total
7,100
6,114
The average credit period taken for trade purchases is 30 days (2023: 30 days). For most suppliers, no interest is charged on
the trade payables for the first 30 days from the date of invoice. Thereafter, in some cases, interest may be charged on the
outstanding balances due to certain suppliers at various interest rates. The Group has financial risk management policies in place
to ensure that all payables are paid within a reasonable time frame. The Directors consider that the carrying amount of trade and
other payables approximates their fair value.
Tribal Group plc | Annual Report & Accounts 2024
84
Other payables are split as follows:
2024
£’000
2023
£’000
Goods received not invoiced
-
68
Grant creditor
448
-
Other creditors
509
887
NTU settlement
1,667
-
2,624
955
19. Borrowings
The Group has a £2.0m committed overdraft facility in the UK and a AUD$2.0m committed overdraft facility in Australia. Both
facilities are committed for a 12-month rolling period ending August 2025 and October 2025 respectively. At 31 December 2024
none of the overdraft facilities were drawn.
On 29 December 2023 the Group entered into a three-year £20.0m multicurrency revolving facility with HSBC, plus a £5.0m
accordion, with the option to extend by a further two years. On 10 January 2025 the first year of the option to extend was invoked.
The facility was put in place to cover general corporate and working capital requirements of the Group, as at 31 December 2024
£8.0m (2023: £14.0m) of the loan was utilised.
The facility interest charge is set at SONIA +1.45% and the loan is subject to two covenants: Senior interest cover (ratio of EBITDA
to Senior interest charge) and Total debt cover (ratio of total debt to EBITDA). The Directors have reviewed the forecast covenants
and do not expect any breach for the foreseeable future.
20. Provisions
Restructuring
£’000
Property related
£’000
Other
£’000
Total
£’000
At 1 January 2024
779
850
181
1,810
Net additions to provision
233
26
28
287
Unwinding of discount
–
15
–
15
Utilisation of provision
(768)
(319)
–
(1,087)
Exchange rate movement
(19)
(9)
(6)
(34)
At 31 December 2024
225
563
203
991
The provisions are split as follows:
2024
Restructuring
£’000
Property related
£’000
Other
£’000
Total
£’000
Within one year
225
74
203
502
After more than one year
–
489
–
489
Total
225
563
203
991
2023
Within one year
779
245
181
1,205
After more than one year
–
605
–
605
Total
779
850
181
1,810
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will
be required to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle
the obligation at the balance sheet date, and are discounted to present value where the effect is material.
Property-related provision relates to the estimated future dilapidation costs arising from exiting leasehold properties, under IAS
37. This provision is discounted by property and is between 2.65% and 6.25%.
Other provision relates to the recoverability of input VAT in the Philippines. This provision is not discounted.
Restructuring provision represents amounts provided in respect of the Group’s restructuring and reorganisation and principally
reflects redundancy costs.
Strategic Report
Governance
Financial Statements
85
Notes to the Financial Statements continued
21. Deferred tax
The amounts provided for deferred tax and the amounts for which credit has been taken are set out below:
2024
£’000
2023
£’000
Deferred tax assets
Short-term timing differences
1,723
1,836
Share-based payments
157
356
Tax losses
4,993
2,768
6,873
4,960
Deferred tax liabilities
Retirement benefit schemes
(26)
(21)
Depreciation in excess of capital allowances
(1,409)
(1,383)
Intangible assets
(1,112)
(1,336)
(2,547)
(2,740)
4,326
2,220
The Directors are of the opinion, based on currently available forecasts, that these timing differences will reverse in the near
future and when they do there will be sufficient taxable profits to recognise the impact of this in the income statement.
Accordingly, the Directors believe that it is more likely than not that the deferred tax assets will be recoverable.
The Group has recognised a deferred tax asset of £5.0m (2023: £2.8m) on tax losses carried forward in the UK of £20.0m (2023:
£11.1m) and £0.02m in Canada. The Group has losses of £1.2m (2023: £6.0m) in the UK and losses of £nil (2023: £0.3m) in
Singapore on which no deferred tax has been recognised. The losses have no expiry date. The Group and Company have no further
unrecognised deferred tax assets or liabilities.
The movement in deferred tax during the year and prior year was as follows:
Temporary
differences on
non-current
assets
£’000
Retirement
defined benefit
schemes
£’000
Other
temporary
differences
£’000
Total
£’000
At 1 January 2023
(1,385)
(19)
3,538
2,134
Adjustments to opening balance
(12)
-
568
556
Credit/(charge) to income statement
14
(2)
(514)
(502)
Items taken directly to equity
–
–
32
32
At 31 December 2023
(1,383)
(21)
3,624
2,220
Foreign exchange differences
-
-
(49)
(49)
Credit/(charge) to income statement
(27)
2
2,222
2,197
Items taken directly to equity
–
–
(34)
(34)
Recognised in consolidated statement of comprehensive income
-
(8)
-
(8)
At 31 December 2024
(1,410)
(27)
5,763
4,326
Included in other temporary differences are deferred tax assets of £5.0m (2023: £2.8m) relating to tax losses carried forward and
other timing differences of £1.9m (2023: £2.2m). The balance also includes a deferred tax liability, in relation to intangible assets,
of £1.1m (2023: £1.3m).
The (charge)/credit taken to the income statement for items in ‘other temporary differences’ is split as follows: Tax losses
£2.2m(2023:(£0.9m)); Intangible assets £0.2m (2023: £0.2m); Share schemes (£0.2m) (2023: £0.02m); and other timing
differences (£0.1m) (2023: £0.2m).
The deferred tax assets are expected to be settled as follows: £1.6m (2023: £0.4m) less than 12 months from 31 December 2024
and £5.3m (2023: £4.6m) greater than 12 months from 31 December 2024. The deferred tax liabilities are all expected to reverse
greater than 12 months from 31 December 2024.
Tribal Group plc | Annual Report & Accounts 2024
86
22. Share-based payments
The Group recognised the following charges/(credit) related to equity-settled share-based payment transactions:
2024
£’000
2023
£’000
LTIPs awarded in 2024
242
-
LTIPs awarded in 2023
94
21
LTIPs awarded in 2022
94
141
LTIPs awarded in 2021
16
80
LTIPs awarded in 2020 (2 year vesting)
-
89
Foreign exchange on retranslation
(52)
(37)
Total
394
294
Awards made to eligible employees under the LTIP schemes are nil cost options with an award period of three years, unless stated.
Amount charged to the Consolidated Income Statement £0.4m (2023: £0.3m).
LTIPs awarded in 2024
New awards in 2024 to Mark Pickett (1,109,005) and Diane McIntyre (657,188) will vest equally over the next two and three years.
These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the years ended 31
December 2024, 2025 and 2026 together with other specific conditions. During 2024 176,620 options lapsed as part of the 2024
performance condition was not met.
Eligible employees on the Executive Board received 552,291 awards under the LTIP Scheme. These will vest equally over the next three
years. These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the year ended 31
December 2024, 2025 and 2026 together with other specific conditions. During 2024 no options lapsed.
LTIPs awarded in 2023
New awards in 2023 to Mark Pickett (240,308) and Diane McIntyre (178,006) will vest after three years.
These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the year ended 31
December 2023 together with other specific conditions. There are 318,987 options available to vest in 2026.
Eligible employees on the Executive Board received 185,194 awards under the LTIP Scheme. These will vest after three years.
These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the year ended 31
December 2023 together with other specific conditions. During 2024 31,014 options lapsed. There are 136,236 options available
to vest in 2026.
LTIPs awarded in 2022
New awards in 2022 to Mark Pickett (317,647) and Diane McIntyre (235,294) will vest equally over the next three years. These awards
were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the years ended 31 December 2022, 2023
and 2024. During 2024 46,079 options lapsed as part of the 2024 performance condition was not met. There are 278,783 options
available to vest in 2025.
Eligible employees on the Executive Board received 294,117 awards under the LTIP Scheme. These will vest equally over the next three
years. These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the years ended 31
December 2022, 2023 and 2024. During 2024 44,848 options lapsed. There are 142,015 options available to vest in 2025.
LTIPs awarded in 2021
New awards in 2021 to Mark Pickett (275,510) and Diane McIntyre (204,081) will vest equally over the next three years.
These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the years ended 31
December 2021, 2022 and 2023. During 2024 274,965 options were exercised. There are no options outstanding as at 31 December
2024.
Strategic Report
Governance
Financial Statements
87
Notes to the Financial Statements continued
22. Share-based payments continued
LTIPs awarded in 2020
New awards in 2020 to Mark Pickett (482,143) will vest equally over the next three years. These awards were granted subject
to performance conditions based on the Group’s Adjusted EBITDA for the years ended 31 December 2020, 2021 and 2022. The
options met the three-year vesting condition on 7 July 2023. During 2024 321,429 options were exercised. There are no options
outstanding as at 31 December 2024.
Eligible employees on the Executive Board also received 1,876,000 awards under the LTIP Scheme. These will vest equally over
the next three years. These awards were granted subject to performance conditions based on the Group’s Adjusted EBITDA for the
years ended 31 December 2020, 2021 and 2022. The options met the three-year vesting condition on 7 July 2023. During 2024
893,333 options were exercised. There are no options outstanding as at 31 December 2024.
In addition 1,920,000 options were granted to eligible employees under the LTIP Scheme. These awards were granted subject to
time limit conditions. 50% of the options can be exercised from 1 July 2021 and 50% from 1 July 2022. During the year 335,810
options were exercised. As at 31 December 2024 there are 593,914 options outstanding.
LTIPs awarded in 2019 (including the CSOP)
Eligible employees received awards under the CSOP scheme on 7 June 2019 and on 16 September 2019. Those granted in June
2019 can only be exercised after a three-year period if the share price is above 71p, and those granted in September 2019 can
only be exercised after a three-year period if the share price is above 61.5p. The options met the three year vesting condition
on 7 June 2022 and 16 September 2022 respectively. No options were exercised in the year. As at 31 December 2024 there are
700,000 options outstanding.
LTIPs awarded in 2018 (including the CSOP)
Eligible employees received awards under the CSOP scheme on 26 March 2018. These can only be exercised after a three-year
period if the share price is above 79.6p. The options met the three-year vesting condition on 26 March 2021. No options were
exercised in the year. As at 31 December 2024 there are 125,000 options outstanding.
LTIPs awarded in 2017 (including the CSOP)
Awards in 2017 under the new CSOP scheme (as part of the 2010 LTIP Plan) can only be exercised after a three-year period and if the
share price is above 80p. The options met the three-year vesting condition on 2 July 2020. No options were exercised in the year. As
at 31 December 2024 there are 100,000 options outstanding.
LTIPs awarded in 2016
Awards in 2016, to eligible employees, vest according to a target share price. The amount of awards that will vest will range
between 0% and 100% of those granted based on a target share price between 60p and 80p which could be met at any point over
a three-year period. These awards have now vested. No options were exercised in the year. As at 31 December 2024 there are
75,000 options outstanding.
Options outstanding during the year are as follows:
LTIP – nil cost (2 years)
LTIP – nil cost (3 years)
LTIP (inc CSOP)
SAYE
Number of
options
‘000
Weighted
average
exercise
price*
Number of
options
‘000
Weighted
average
exercise
price*
Number of
options
‘000
Weighted
average
exercise
price
Number of
options
‘000
Weighted
average
exercise
price
Outstanding at 1 January 2024
940
£0.05
2,570
£0.05
950
£0.70
18
£0.58
Exercised during the year
(336)
£0.05
(1,490)
£0.05
–
–
-
-
Granted during the year
–
–
2,318
£0.05
–
–
–
–
Lapsed during the year
(10)
£0.05
(305)
£0.05
(25)
(£0.80)
(18)
£0.58
Outstanding at 31 December 2024
594
£0.05
3,093
£0.05
925
£0.70
-
-
Exercisable at 31 December 2024
594
£0.05
75
£0.05
925
£0.70
-
-
Weighted average remaining
contractual life (years)
5.5
–
6.8
–
3.7
–
–
–
Weighted average share price at date
of exercise
–
£0.49
–
£0.55
–
–
–
-
* Under Companies Act 2006 rules a nominal value must be paid to issue new shares, however under the rules of the LTIP and
Matching Share Schemes the Company will pay the nominal value to the participants as a bonus.
Tribal Group plc | Annual Report & Accounts 2024
88
Share options outstanding at the year-end have the following exercise prices: LTIP: £0.05, CSOP £0.80, £0.71 and £0.615.
The Group has used a Monte-Carlo valuation model for the LTIPs awarded in 2016 and an adjusted Black-Scholes valuation model
for the 2017 to 2024 LTIP awards (including the new CSOP plan) in order to incorporate discount factors into the fair value to
reflect the performance conditions of the LTIP grants. The following table sets out the information about how the fair value of the
grants are calculated:
Date of grant
2 Jun 2016
2 Jul 2017
26 Mar 2018
7 Jun 2019
16 Sep 2019
Type of grant
LTIPs
LTIPs
(inc CSOP)
LTIPs
(inc CSOP)
LTIPs
(inc CSOP)
LTIPs
(inc CSOP)
Share price
£0.505
£0.78
£0.796
£0.71
£0.615
Exercise price
£0.05
£0.80
£0.796
£0.71
£0.615
Expected dividend yield
0%
0%
1%
1.57%
1.79%
Risk-free interest rate
0.14%
0.14%
0.14%
1.04%
1.04%
Expected volatility
68%
61%
61%
26%
26%
Term (years)
3.0
5.0
5.0
5.0
5.0
Option fair value
£0.316
£0.407
£0.374
£0.32
£0.28
Expiry date
27 Jun 2026
2 Jul 2027
26 Mar 2028
06 Jun 2029
15 Sep 2029
No of options issued
3,591,020
3,535,000
3,975,000
2,600,000
300,000
No of options outstanding
75,000
100,000
125,000
400,000
300,000
Date of grant
7 Jul 2020*
11 Apr 2022
26 May 2022
16 Oct 2023
5 Jun 2024
13 Jun 2024
Type of grant
LTIPs
LTIPs
LTIPs
LTIPs
LTIPs
LTIPs
Share price
£0.59
£0.92
£0.91
£0.71
£0.43
£0.53
Exercise price
£0.05
£0.05
£0.05
£0.05
£0.05
£0.05
Expected dividend yield
2.12%
2.68%
2.68%
0.90%
0.01%
0.01%
Risk-free interest rate
0.40%
2.02%
2.02%
4.17%
4.05%
3.98%
Expected volatility
24%
30%
30%
28%
28%
28%
Term (years)
2.0
5.0
5.0
5.0
5.0
5.0
Option fair value
£0.51
£0.80
£0.81
£0.64
£0.38
£0.49
Expiry date
30 Jun 2030
11 Apr 2032
26 May 2032
16 Oct 2033
5 Jun 2034
13 Jun 2034
No of options issued
1,920,000
552,941
294,117
603,508
552,291
1,766,193
No of options outstanding
593,914
278,783
142,015
455,223
552,291
1,589,573
* These awards have no market-based performance conditions.
The expected term (the period from grant date to the estimated exercise date) used in the models has been adjusted, based on
management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the term commensurate
with the expected term immediately prior to the date of grant.
Strategic Report
Governance
Financial Statements
89
Notes to the Financial Statements continued
23. Share capital
2024
number
2024
£’000
2023
number
2023
£’000
Allotted, called up and fully paid
At beginning of the year
212,221,746
10,611
212,221,746
10,611
Issued during the year
1,632,952
82
–
–
At end of the year
213,854,698
10,693
212,221,746
10,611
The Company has one class of Ordinary Shares of 5p each which carry no right to fixed income. 1,632,952 shares were issued in
the year in order to satisfy exercises of share-based payment schemes. The exercise costs of 5p per share for the LTIPs resulted
in cash receipts of £0.1m.
24. Other reserves
Capital
reserve
£’000
Merger
reserve
£’000
Own share
reserve
£’000
Share-based
payment
reserve
£’000
Total
£’000
At 1 January 2023
9,545
11,304
(198)
7,947
28,598
Movement in relation to share-based payment (net)
–
–
–
295
295
At 31 December 2023
9,545
11,304
(198)
8,242
28,893
Movement in relation to share-based payment (net)
–
–
–
394
394
At 31 December 2024
9,545
11,304
(198)
8,636
29,287
The capital reserve of £9.5m (2023: £9.5m) resulted from a share exchange when Tribal Group plc was listed in February 2001.
The merger reserve of £11.3m (2023: £11.3m) relates to the premium arising on shares issued subject to the provisions of section
612 of the Companies Act 2006 (previously section 131 of the Companies Act 1985), net of cumulative goodwill impairment of
£58.7m (2023: £58.7m) in respect of related acquisitions deemed to be impaired.
The own share reserve of £(0.2)m (2023: £(0.2)m) represents the cost of 127,500 shares (2023: 320,086) in Tribal Group plc held
by the Employee Share Ownership Trust (EBT) to satisfy certain options under the Group’s share option schemes. During 2024
500,558 shares were purchased by the EBT, and 693,144 shares were sold to satisfy options granted in 2020 and 2021 under the
LTIP Scheme (see Note 22).
The share-based payment reserve represents the reserve arising from the application of IFRS 2.
25. Leases
As a lessee
The Group’s leases represent land and buildings. Information about leases for which the Group is a lessee is presented below:
Right-of-use assets
2024
£’000
2023
£’000
Balance at 1 January
2,117
1,435
Additions to right-of-use assets
622
1,856
Depreciation charge for year
(889)
(1,004)
Disposals during the year
(119)
(138)
Exchange differences
(38)
(32)
Balance at 31 December
1,693
2,117
Tribal Group plc | Annual Report & Accounts 2024
90
Lease liabilities
Maturity analysis
2024
£’000
2023
£’000
Less than one year
757
744
One to five years
938
1,397
Total undiscounted lease liabilities at 31 December
1,695
2,141
Current
706
713
Non-current
903
1,320
Lease liabilities included in the consolidated balance sheet at 31 December
1,609
2,033
2024
£’000
2023
£’000
Balance at 1 January
2,033
1,449
Additions
536
1,668
Lease payments
(844)
(988)
Interest expense
76
77
Disposals during the year
(155)
(142)
Exchange differences
(37)
(31)
Balance at 31 December
1,609
2,033
2024
£’000
2023
£’000
Amounts recognised in the consolidated income statement
Interest on lease liabilities
76
77
Interest received on leased assets
(1)
(3)
Depreciation on right-of-use assets
889
1,004
Expenses relating to short-term leases
59
17
Expenses relating to leases of low-value assets
12
16
1,035
1,111
Amounts recognised in the consolidated cash flow statement
Interest paid on lease liabilities
(76)
(77)
Principal lease payments
(768)
(911)
Total cash outflow for leases
(844)
(988)
The Group has lease contracts for office properties in various countries that the Group operates in. Leases of office properties
generally have lease terms between two and ten years. The Group’s obligations under its leases are secured by the lessor’s title
to the leasehold properties. The Group has several lease contracts that include extension and termination options. These options
are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business
needs. Management exercises judgement in determining whether these extension and termination options are reasonably certain
to be exercised. As at 31 December 2024, management does not intend to exercise termination options (i.e. break clauses) in the
existing leases. Total lease payments of £0.03m (2023: £0.1m) were potentially avoidable had the Group exercised break clauses
at the earliest opportunity.
The Group also has certain leases of office properties with lease terms of 12 months or less and leases of vehicles and office
equipment with low value as disclosed above. The Group applies the Short-Term Lease and Lease of Low-Value Assets recognition
exemptions for these leases.
Lease payments for some property leases are subject to annual fixed increase. The total lease payments subject to annual fixed
increase are £0.2m (2023: £0.2m) compared to total lease payments of £0.8m (2023: £1.0m).
Strategic Report
Governance
Financial Statements
91
Notes to the Financial Statements continued
25. Leases continued
As a lessor
Lease income from lease contracts in which the Group acts as a lessor is as below:
2024
£’000
2023
£’000
Finance income on the net investment in the lease
17
50
During 2024 the sublease was terminated.
Maturity analysis
2024
£’000
2023
£’000
Less than one year
-
50
One to five years
-
21
Total undiscounted lease payments receivable at 31 December
-
71
Current
-
49
Non-current
-
21
Net investment in the lease at 31 December
-
70
26. Retirement benefit schemes
The Group operates a number of defined contribution and defined benefit pension schemes within individual subsidiaries and
contributes to certain employees’ personal pension plans. The pension charge for the year ended 31 December 2024 was £2.0m
(2023: £2.2m), of which £2.0m (2023: £2.2m) related to defined contribution schemes and £nil (2023: £nil) to defined benefit
schemes.
Both schemes are closed for new members and there is no further accrual on salary costs.
Contributions amounting to £0.4m (2023: £0.4m) were payable to the funds at the year-end and are included in current liabilities.
Defined benefit schemes
At 31 December 2024, the Group operated two defined benefit pension schemes for the benefit of certain deferred employees of
its subsidiaries in the UK. These schemes are administered by separate funds that are legally separated from the Company.
The trustees of the pension funds are required by law to act in the interest of the funds and of all relevant stakeholders in the
schemes. The trustees of the pension funds are responsible for the investment policy with regard to the assets of the funds.
Scheme 1 – the Prudential Platinum Pension Fund
Tribal Education Limited, a Group subsidiary, participates in the Prudential Platinum Pension Fund (PPP), which is a defined benefit
arrangement. This is a multi employer plan whereby the Company has no liability for other employers’ obligations. If there is any
deficit on the wind up of the plan Tribal will augment the benefits payable on behalf of its members under an approved Group
income protection scheme. If there is any surplus on the wind up of the plan after all other payments have been made, this will be
returned to the Company. The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at
31 December 2021.
The Tribal Education section of the Prudential Platinum Pension Fund had three deferred members and two pensioners at the
year-end. The weighted average duration of the Defined Benefit Obligation is 23 years (2023: 26 years). Employer contributions
amounting to £14,000 were paid in the year ended 31 December 2024 (2023: £34,000). The accounting figures have been
calculated using the valuation as at 31 December 2021, updated on an approximate basis to 31 December 2024 by a qualified
independent actuary.
Tribal Group plc | Annual Report & Accounts 2024
92
Scheme 2 – the Mercer DB Master Trust (formerly known as the Federated Pension Plan)
Tribal Education Limited, a Group subsidiary, participates in the Mercer DB Master Trust (MMT), which is a defined benefit
arrangement. The Ofsted employees were transferred back to Ofsted in March 2017 and the plan closed to future accrual.
The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at 5 April 2024.
The Tribal Education section of the Mercer DB Master Trust had 71 deferred members and 89 pensioners/dependents at the year
end. The weighted average duration of the Defined Benefit Obligation is 14 years (2023: 17 years). The Company does not have
an unqualified right to apply any surplus in the scheme either on a ongoing basis or upon winding-up of the plan. Consequently a
surplus of £3.1m has not been recognised in these financial statements. Employer contributions amounting to £0.1m were paid
in the year ended 31 December 2024 (2023: £0.1m). The accounting figures have been calculated using the valuation as at 5 April
2024, updated on an approximate basis to 31 December 2024 by a qualified independent actuary.
The schemes are exposed to a number of risks, including:
•
Investment risk: movement of discount rate used against the return from plans.
•
Interest rate risk: decreases/increases in the discount rate used will increase/decrease the defined benefit obligation.
•
Longevity risk: changes in the estimation of the mortality rates of current and former employees.
The assets of the funds have been taken at market value and the actuarial assumptions used to calculate scheme liabilities under
IAS 19 Employee Benefits for both schemes are:
2024
% per annum
2023
% per annum
Inflation
2.20-3.20
2.10–3.10
Salary increases
–
–
Rate of discount
5.55
4.5
Pension in payment increases
2.20-3.20
2.10–3.10
The salary increase assumption is nil as both the MMT and PPP only have deferred and pensioner members.
The mortality assumptions adopted at 31 December 2024 imply the following life expectations:
Males
Females
Aged 65 in 2024
89.4
93.2
Aged 65 in 2044
91.0
94.8
The mortality assumptions adopted at 31 December 2023 imply the following life expectations:
Males
Females
Aged 65 in 2023
91.4
93.2
Aged 65 in 2043
92.9
95.1
All assets are held in pooled investment vehicles. The analysis of these assets at the balance sheet date was as follows:
2024
£’000
2023
£’000
Equities
1,190
1,219
Corporate bonds
141
143
Debt instruments
4,506
4,950
Gilts
117
126
Alternative assets
663
812
Property
1,201
1,187
Cash
62
28
Total fair value of scheme assets
7,880
8,465
All equities and corporate bonds are quoted on active markets.
Strategic Report
Governance
Financial Statements
93
Notes to the Financial Statements continued
26. Retirement benefit schemes continued
The sensitivities regarding the principal assumptions used to measure the schemes’ liabilities are set out below:
Assumption
Change in assumption
Impact on scheme liabilities
Discount rate
Increase by 0.5%
Decrease by 7%
Rate of inflation
Increase by 0.5%
Increase by 6%
Rate of mortality
Increase by one year
Decrease by 3%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated
with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability
recognised within the statement of financial position.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
The amount included in the balance sheet arising from the Group’s obligation in respect of its defined benefit schemes is as follows:
2024
£’000
2023
£’000
Present value of defined benefit obligations
(4,723)
(5,740)
Fair value of scheme assets
7,880
8,465
Surplus in schemes
3,157
2,725
Surplus in scheme not recognised
(3,055)
(2,644)
Asset recognised in the balance sheet
102
81
Reconciliation of opening and closing balances of the fair value of scheme assets:
2024
£’000
2023
£’000
Fair value of scheme assets at beginning of year
8,465
8,131
Expected return on assets
376
383
Actuarial (losses)/gains due to investment returns different from the return implied by the
discount rate
(711)
85
Contributions by employer
90
110
Benefits paid
(237)
(143)
Administration expenses
(103)
(101)
Fair value of scheme assets at end of year
7,880
8,465
Reconciliation of opening and closing balances of the present value of the defined benefit obligations:
2024
£’000
2023
£’000
Defined benefit obligation at beginning of year
5,740
5,418
Interest cost
253
254
Actuarial (gain)/loss – experience
(251)
86
Actuarial (gain)/loss – demographic assumptions
(92)
84
Actuarial (gain)/loss – financial assumptions
(690)
41
Benefits paid
(237)
(143)
Defined benefit obligation at end of year
4,723
5,740
Tribal Group plc | Annual Report & Accounts 2024
94
The Group’s contribution rate for 2024 and 2023 for the Prudential Platinum Fund and for the Mercer DB Master Trust was 0%.
The Group expects to make contributions of £0.1m to the defined benefit schemes during the next financial year.
Analysis of amounts recognised in the consolidated income statement for the defined benefit schemes is as follows:
2024
£’000
2023
£’000
Administration expenses
103
101
Recognised in arriving at operating profit
103
101
Other finance (income)/expense
Interest on pension scheme liabilities
253
254
Expected return on pension scheme assets
(376)
(383)
Net finance income
(123)
(129)
Total credit to income statement
(20)
(28)
Analysis of actuarial gains and losses in the consolidated statement of comprehensive income:
2024
£’000
2023
£’000
Actuarial (losses)/gains on pension scheme assets
(711)
85
Experience gains/(losses) arising on the scheme liabilities
251
(86)
Changes in assumptions underlying the present value of scheme liabilities
782
(125)
Surplus in scheme not recognised
(411)
(3)
Total actuarial losses recognised in the consolidated statement of comprehensive income
(89)
(129)
The history of experience adjustments is as follows:
2024
£’000
2023
£’000
2022
£’000
2021
£’000
2020
£’000
Present value of defined benefit obligations
(4,723)
(5,740)
(5,418)
(9,005)
(9,225)
Fair value of scheme assets
7,880
8,465
8,131
8,790
8,267
Surplus/(deficit) in the scheme
3,157
2,725
2,713
(215)
(958)
Experience adjustments arising on scheme assets:
Amount
(711)
85
(736)
503
493
Percentage of the scheme assets
(9%)
1%
(9%)
6%
6%
Experience adjustments arising on scheme
liabilities:
Amount
251
(86)
(258)
(10)
6
Percentage of the present value of the scheme
liabilities
(6%)
2%
5%
–
–
The recent Virgin Media case raised an issue relating to “Section 37” certification requirements for pension schemes that
contracted out of the earnings related elements of the state pension (SERPS / S2P) after 1997. This found that certain scheme
rule changes may be invalid without certification.
The Trustees are carrying out a detailed review of the Prudential Platinum Pension Fund Sub-Scheme’s historical amendments
to confirm whether or not changes made whilst the Sub-Scheme was contracted out complied with the principles established by
the NTL v Virgin Media case, there have only ever been 5 members of this Sub-Scheme it was only created in 2009, hence it is not
believed that any liability to the Group would be significant.
Strategic Report
Governance
Financial Statements
95
Notes to the Financial Statements continued
27. Notes to the cash flow statement
2024
£’000
2023
£’000
Operating profit from continuing operations
6,893
7,261
Depreciation of property, plant and equipment
433
566
Depreciation of right-of-use assets
889
1,004
Amortisation and impairment of other intangible assets
2,879
2,217
Impairment of development costs
1,405
-
Share-based payments
394
331
Movement in contingent deferred consideration
-
(115)
Research and development tax charge/(credit)
44
(141)
Net pension credit
13
(9)
Other non-cash items
(280)
(470)
Operating cash flows before movements in working capital
12,670
10,644
Increase in receivables
(81)
(423)
Increase/(decrease) in payables
2,273
(853)
Net cash from operating activities before tax
14,862
9,368
Net tax paid
(2,152)
(1,060)
Net cash from operating activities
12,710
8,308
Net cash from operating activities before tax can be analysed as follows:
2024
£’000
2023
£’000
Continuing operations
14,862
9,368
28. Analysis of net debt
2024
£’000
2023
£’000
Cash and cash deposits (see Note 17)
4,845
6,797
Borrowings
(8,000)
(14,000)
Net debt
(3,155)
(7,203)
Reconciliation of changes in net debt
2024
£’000
2023
£’000
Opening net debt
(7,203)
(3,394)
Net (decrease)/increase in cash and cash equivalents
(1,190)
4,149
Movement in borrowings (Note 19)
6,000
(7,750)
Restricted Cash
(448)
-
Non-cash effect of foreign exchange rate changes
(314)
(208)
Closing net debt
(3,155)
(7,203)
Tribal Group plc | Annual Report & Accounts 2024
96
29. Contingent liabilities and commitments
The Company and its subsidiaries have provided performance guarantees issued by its banks on its behalf, in the ordinary course
of business, totalling £0.2m (2023: £0.1m).
As disclosed in Note 32, Tribal Holdings Limited, Tribal Dynamics Limited, International Graduate Insight Group Limited and
Semestry Limited have taken advantage of the exemption available under Section 394A/479A of the Companies Act 2006 in
respect of the requirements for audit. As a condition of the exemption, the Company has guaranteed the year-end liabilities of
these subsidiaries until they are settled in full. In 2023, International Graduate Insight Group Limited prepared audited statements
and did not take advantage of the exemption.
The liabilities of the subsidiaries at the year-end were £82.6m (2023: £72.8m). These are inclusive of intercompany liabilities of
£72.3m (2023: £69.6m).
The Group delivers complex multi-year projects which from time to time give rise to significant operational and commercial
risks. Such risks may, in certain circumstances, lead to potential negotiations or disputes with customers which may give rise to
consequential financial or commercial obligations or liabilities arising.
30. Financial instruments
Capital risk management
The Group manages its capital to ensure the entities in the Group will be able to continue as going concern, while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists
of cash and cash equivalents (see Note 17) and equity attributable to equity holders of the parent, comprising issued capital,
reserves and retained earnings as disclosed in consolidated statement of changes in equity and Notes 23 and 24.
Gearing ratio
The gearing ratio at the year-end is as follows:
2024
£’000
2023
£’000
Net debt
(3,155)
(7,203)
Equity
51,466
48,475
Net debt to equity ratio
(6.1%)
(14.9%)
Categories of financial instruments
The Directors consider that the book value of the financial assets and liabilities is equal to their fair value.
Strategic Report
Governance
Financial Statements
97
Notes to the Financial Statements continued
30. Financial instruments continued
31 December 2024
Financial
assets
measured
at amortised cost
£’000
Financial
liabilities
measured
at amortised cost
£’000
Financial
liabilities
measured
at FVTPL
£’000
Total
£’000
Financial assets
Cash and cash equivalents
5,293
–
–
5,293
Trade receivables and other receivables*
11,466
–
–
11,466
16,759
–
–
16,759
31 December 2024
Financial
assets
measured
at amortised cost
£’000
Financial
liabilities
measured
at amortised cost
£’000
Financial
liabilities
measured
at FVTPL
£’000
Total
£’000
Financial liabilities
Trade payables and other payables**
–
3,584
–
3,584
Bank loans
–
8,000
–
8,000
–
11,584
–
11,584
31 December 2023
Financial
assets
measured
at amortised cost
£’000
Financial
liabilities
measured
at amortised cost
£’000
Financial
liabilities
measured
at FVTPL
£’000
Total
£’000
Financial assets
Cash and cash equivalents
6,797
–
–
6,797
Trade receivables and other receivables*
8,858
–
–
8,858
15,655
–
–
15,655
Financial liabilities
Trade payables and other payables**
–
2,238
–
2,238
Bank loans
–
14,000
–
14,000
–
16,238
–
16,238
* Excluding amounts that relate to non-financial instruments of tax, prepayments and contract assets.
** Excluding amounts that relate to non-financial instruments of tax.
Financial risk management objectives
Treasury management is led by the Group finance team, which is responsible for managing the Group’s exposure to financial risk.
It operates within a defined set of policies and procedures reviewed and approved by the Board. This includes both foreign
exchange risk and interest rate risk. The Group’s exposure to interest rate fluctuations on its interest-bearing assets and liabilities
is selectively managed, using interest rate swaps where appropriate. This is an ongoing risk and the Board will continue with this
policy. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative
purposes. No interest rate swaps were in place at 31 December 2024 (2023: none).
Market risk
As the Group’s international activities grow, its exposure to overseas markets also increases in non-core territories outside of the
UK and Australasia. There have been no other significant changes to the Group’s exposure to market risk, or the manner in which it
manages and measures the risk.
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98
Foreign currency risk management
The Group undertakes an increasing number of transactions denominated in foreign currencies. Here, exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed within approved policy parameters and the Group enters into forward
foreign exchange contracts where appropriate. No forward contracts were in place at 31 December 2024 (2023: none).
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date
are as follows:
Assets
Liabilities
31 December 2024
£’000
31 December 2023
£’000
31 December 2024
£’000
31 December 2023
£’000
Euros
202
770
-
59
Australian dollar
2,086
2,073
22
–
United States dollar
322
644
63
31
Saudi Arabian riyal
10
–
–
–
New Zealand dollar
358
819
5
–
Canadian dollar
49
69
–
–
Philippine peso
84
302
6
–
United Arab Emirates dirham
87
191
–
–
Malaysian ringgit
424
395
1
–
Bahraini dinar
31
16
–
–
Singapore dollar
22
11
6
–
3,675
5,290
103
90
Foreign currency sensitivity analysis
The Group is primarily exposed to the following currencies: US dollar, Euro, Australian dollar, New Zealand dollar, Singapore dollar,
Canadian dollar, United Arab Emirates dirham and Philippine peso.
If sterling were to strengthen or weaken by 10% against the relevant foreign currencies, the balances in the table above would
give rise to an increase/reduction in profit of £0.4m (2023: £0.5m). This sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the period-end for a 10% change in foreign currency rates.
10% represents management’s assessment of the reasonably possible change in foreign exchange rates.
Interest rate risk management
The Group is exposed to interest rate risk because entities hold cash deposits. Hedging activities are evaluated regularly to align
with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. There are no
hedges in place as at 31 December 2024 (2023: nil).
The Group’s exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management
section of this note.
Credit risk management
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables. The Group’s credit risk is
relatively low because a high proportion of trade and other receivables have a sovereign or close to sovereign rating. Of the total
trade receivables balance at the end of the year there were four customers (2023: three) who held balances outstanding of more
than 5% (2024: £4.0m; 2023: £1.7m).
Strategic Report
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Financial Statements
99
Notes to the Financial Statements continued
30. Financial instruments continued
Trade receivables and contract assets
The Group applies the IFRS 9 simplified approach to measuring credit loss which uses a lifetime expected loss allowance for all
trade receivables and contract assets.
To measure the credit loss, trade receivables and contract assets have been grouped based on shared credit risk characteristics
and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics
as the trade receivables for the same type of contracts. The Group has therefore concluded that the expected loss rates for trade
receivables are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2024 or
31 December 2023 respectively and the corresponding historical credit losses experienced within this period. The historical
loss rates are adjusted to reflect current and forward-looking information affecting the ability of the customers to settle
the receivables. In the absence of any seasonality to the business, 2% increase in defaults was considered appropriate and
supportable as the risk of credit losses is relatively low.
Before applying the expected loss rate percentage to each respective ageing category of trade receivables an assessment of
specific customers has occurred and these amounts have been excluded from the general loss allowance. The expected credit
loss for these customers is separately assessed (using the same logic as above) and relates to customers where the probability of
default is higher.
A reconciliation of closing loss allowances for trade receivables and contract assets as at 31 December 2024 to the opening loss
allowances is in Note 16.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit.
Subsequent recoveries of amounts previously written off are credited against the same line item.
Other financial assets at amortised cost
Other financial assets at amortised cost include loans to related parties and key management personnel and other receivables.
The loss allowance for other financial assets at amortised cost as at 31 December 2024 was £nil (2023:£nil).
Contract risk management
Contract assets inherently have some contractual risks associated with them related to the specific and ongoing risks in each
individual contract with a customer.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities, and by continuously monitoring
forecast and actual cash flows and covenant headroom. The Group has access to committed financing facilities; being a short-
term UK overdraft facility of £2.0m and a short-term AUS overdraft facility of $2.0m. The total unused amount was £2.0m and
$2.0m at the balance sheet date and no interest is being incurred on this balance (2023: £nil). The Group expects to meet its
obligations from operating cash flows. The Group also had cash balances at 31 December 2024 of £4.8m (2023: £6.8m) as
detailed in Note 17. Interest is received on this at applicable bank rates. On 29 December 2023 the Group entered into a three-year
£20.0m multicurrency revolving facility with HSBC, plus a £5.0m accordion, with the option to extend by a further two years. On
10 January 2025 the first year of the option to extend was invoked. The facility was put in place to cover general corporate and
working capital requirements of the Group, and as at 31 December 2024 £8.0m (2023: £14.0m) was utilised.
Tribal Group plc | Annual Report & Accounts 2024
100
31. Related party disclosures
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are
not disclosed in this note.
On 13 June 2024, Tribal Group plc (the Company) granted nil-cost options over a total of 1,766,193 Ordinary Shares (representing
approximately 0.1% of the Company’s issued shares) to Mark Pickett (1,109,005) and Diane McIntyre (657,188) under the terms
of its 2018 Long-Term Incentive Plan. This award has been granted subject to performance conditions based on the Group’s
Adjusted EBITDA for the years ending 31 December 2024 - 2026 together with other specific conditions. 706,477 options may
not be exercised before 13 June 2026 and 1,059,716 not before 13 June 2027. During 2024 176,620 options lapsed as part of the
2024 performance condition was not met.
On 5 June 2024, Tribal Group plc (the Company) granted nil-cost options over a total of 552,291 Ordinary Shares (representing
approximately 0.1% of the Company’s issued shares) to eligible employees on the Executive Board under the terms of its 2018
Long-Term Incentive Plan. This award has been granted subject to performance conditions based on the Group’s Adjusted EBITDA
for the years ending 31 December 2024 to 2026 together with other specific conditions. The options may not be exercised before
5 June 2027.
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories
specified in IAS 24 ‘Related Party Disclosures’. The members of the Group Board and the Group’s Executive Board are considered to
be the key management personnel of the Group.
Remuneration of key management personnel
2024
£’000
2023
£’000
Salaries and short-term employee benefits
2,756
2,765
Share-based payments
445
327
3,201
3,092
Included within Directors’ salaries and short-term employee benefits are pension costs of £36,000 (2023: £35,000) in respect
of accruals and payments made to two (2023: two) Director’s individual defined contribution pension schemes. Included within
share-based payments are amounts paid on dividends on share options that have met performance conditions. Disclosures on
Directors’ remuneration, share options, long-term incentive schemes, and pension contributions are contained in the Directors’
remuneration section within the audited part of the Remuneration Report on page 43 and 44 and form part of these audited
financial statements. Arrangements with the Group’s pension schemes are set out in Note 26.
Strategic Report
Governance
Financial Statements
101
Notes to the Financial Statements continued
32. Subsidiaries
The Group consists of a Parent Company (limited by shares) Tribal Group plc, incorporated and domiciled in England and Wales and
a number of subsidiaries held directly and indirectly by Tribal Group plc, which operate and are incorporated around the world.
Tribal Education Limited operates branches in New Zealand and Abu Dhabi. Tribal Group Pty Limited operates a branch out of
Singapore.
Tribal Group plc has guaranteed the liabilities of Tribal Holdings Limited, Tribal Dynamics Limited, International Graduate Insight
Group Limited and Semestry Limited in order that they qualify for the exemption from audit under Section 394A/479A of the
Companies Act 2006 in respect of the year ended 31 December 2024. Information about the composition of the Group at the end
of the reporting period is as follows:
Name of entity
Address of the registered office
Nature of business
Proportion
of Ordinary
Shares held
directly by
Parent (%)
Proportion
of Ordinary
Shares
held by the
Group (%)
Tribal Education
Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Education-related
systems and solutions
100%
100%
Tribal Holdings
Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
IP holding Company
100%
100%
International
Graduate Insight
Group Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Educational consultancy
services
-
100%
Tribal Dynamics
Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Education-related
systems and solutions
-
100%
Tribal Dynamics
Holdings Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Dormant Company
100%
100%
Semestry Limited
Dundee One, River Court, 5 West Victoria Dock Road,
Dundee, D1 3JT, UK
Education-related
systems and solutions
100%
100%
Semestry
Netherlands BV
Kanaalpark 140, Leiden, 2321 JV, Netherlands
Education-related
systems and solutions
100%
100%
Human Edge
Software
Corporation PTY
Limited
G8 and 9 Glasshouse, 11 Mackey Street, 287-307
Melbourne Road, North Geelong, Victoria, 3215, Australia
Education-related
systems and solutions
–
100%
Tribal Campus PTY
Limited
G8 and 9 Glasshouse, 11 Mackey Street, 287-307
Melbourne Road, North Geelong, Victoria, 3215, Australia
Education-related
systems and solutions
–
100%
Tribal Group PTY
Limited
G8 and 9 Glasshouse, 11 Mackey Street, 287-307
Melbourne Road, North Geelong, Victoria, 3215, Australia
Education-related
systems and solutions
–
100%
Callista Software
Services PTY Limited
G8 and 9 Glasshouse, 11 Mackey Street, 287-307
Melbourne Road, North Geelong, Victoria, 3215, Australia
Education-related
systems and solutions
–
100%
Tribal Middle East
WLL Limited
Municipality 3457, Building 1398, Road 4626, Area 346,
Sea Front, Manama, Kingdom of Bahrain
Education-related
systems and solutions
–
100%
Tribal Group
(Malaysia) SDN
12th floor, Menara Symphony, No 5, Jalan Professor
Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya,
Selangor Darul Ehsan, Malaysia
Education-related
systems and solutions
–
100%
Tribal Group plc | Annual Report & Accounts 2024
102
Name of entity
Address of the registered office
Nature of business
Proportion
of Ordinary
Shares held
directly by
Parent (%)
Proportion
of Ordinary
Shares
held by the
Group (%)
Tribal Systems
Canada Limited
1750–1755 West Georgia Street, PO Box 11125,
Vancouver, BC, V6E 3PE, Canada
Education-related
systems and solutions
–
100%
Tribal Software
Philippines, INC
Units 1001,1005,1006, 10th floor Cyberpod One, Eton
Centris, Barangay Pinahan, Quezon City, Philippines 1100
Education-related
systems and solutions
–
100%
Class Measures Inc
419 Moody Street, #1001, Waltham, MA 02453, USA
Educational consultancy
services
–
100%
Class Measures
Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Dormant Company
–
100%
Empowering
Education
International Limited
St Mary’s Court, 55 St Mary’s Road, Sheffield, S2 4AN, UK
Educational consultancy
services
–
100%
Empowering
Education Australia
PTY Limited
66 Stone Parade, Davidson, NSW 2085, Australia
Educational consultancy
services
–
100%
Empowering
Education New
Zealand Limited
Suite 13741, Level 1, 6 Johnsonville Road, Johnsonville,
Wellington, 6037, NZ
Educational consultancy
services
–
100%
Empowering
Education
International
Limited Educational
Consultancy LLC
OPC
Office 1878, Firdous Tower, Al Salem Street,
Abu Dhabi, UAE
Educational consultancy
services
–
100%
Tribal Arabia Co. For
Business Service
6299, Saif Ad Dawlah Al Hamadani,3296,12815, Saudi
Arabia
Educational consultancy
services
–
100%
Tribal Group Asset Co
Pty Limited
G8 and 9 Glasshouse, 11 Mackey Street, 287-307
Melbourne Road, North Geelong, Victoria, 3215, Australia
Dormant Company
–
100%
Strategic Report
Governance
Financial Statements
103
Note
2024
£’000
2023
£’000
Fixed assets
Investments
35
84,895
84,859
Total fixed assets
84,895
84,859
Current assets
Debtors
36
12,575
5,705
Deferred tax assets
37
1,348
1,174
Cash at bank and in hand
291
278
Total current assets
14,214
7,157
Total assets
99,109
92,016
Creditors: amounts falling due within one year
38
(44,105)
(29,968)
Net current liabilities
(29,891)
(22,811)
Total assets less current liabilities
55,004
62,048
Creditors: amounts falling due after one year
38
(8,000)
(14,023)
Net assets
47,004
48,025
Capital and reserves
Called up share capital
39
10,693
10,611
Share premium
40
83
83
Merger reserve
40
11,304
11,304
Own share reserve
40
(198)
(198)
Share-based payment reserve
40
8,635
8,241
Retained earnings:
At 1 January
40
17,984
22,207
Loss for the year attributable to the owners
40
(100)
(2,853)
Equity dividend paid
40
(1,389)
(1,377)
Other changes in retained earnings
40
(8)
7
At 31 December
40
16,487
17,984
Equity shareholders’ funds
47,004
48,025
Notes 33 to 43 form part of these financial statements.
The financial statements on pages 104 - 110 of Tribal Group plc (registered number 04128850) were approved by the Board of
Directors and authorised for issue on 26 March 2025. They were signed on its behalf by:
Richard Last
Mark Pickett
Director
Director
Company only Balance Sheet
As at 31 December 2024
Tribal Group plc | Annual Report & Accounts 2024
104
Note
Called
up share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Own share
reserve
£’000
Share-based
payment
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
At 1 January 2023
10,611
83
11,304
(198)
7,947
22,207
51,954
Loss and total comprehensive expense
for the year
–
–
–
–
–
(2,853)
(2,853)
Equity dividend paid
11
–
–
–
–
–
(1,377)
(1,377)
Credit to equity for share-based payments
22
–
–
–
–
331
–
331
Foreign exchange differences on share-
based payments
22
–
–
–
–
(37)
–
(37)
Tax charge on credit to equity for share-
based payments
–
–
–
–
–
7
7
Contributions by and distributions to owners
-
-
–
-
294
(1,370)
(1,076)
At 31 December 2023 and 1 January 2024
10,611
83
11,304
(198)
8,241
17,984
48,025
Loss and total comprehensive expense
for the year
–
–
–
–
–
(100)
(100)
Issue of share capital
23
82
–
–
–
-
-
82
Equity dividend paid
–
–
–
–
–
(1,389)
(1,389)
Credit to equity for share-based payments
–
–
–
–
394
–
394
Tax credit on credit to equity for share-based
payments
–
–
–
–
–
(8)
(8)
Contributions by and distributions to owners
82
–
–
–
394
(1,397)
(921)
At 31 December 2024
10,693
83
11,304
(198)
8,635
16,487
47,004
Company only Statement of Changes in Equity
Strategic Report
Governance
Financial Statements
105
Notes to the Company Balance Sheet
33. Significant accounting policies
Tribal Group plc is a public limited company incorporated and domiciled in England and Wales.
The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets
the definition of a qualifying entity under FRS 101 (Financial Reporting Standard 101) issued by the Financial Reporting Council.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation
to share-based payment, financial instruments, capital management, presentation of comparative information in respect of
certain assets, presentation of a cash flow statement and certain related party transactions.
Where required, equivalent disclosures are given in the consolidated financial statements.
The financial information has been prepared on the going concern and historical cost basis. The principal accounting policies
adopted are the same as those set out in Note 1 to the consolidated financial statements except as noted below.
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
34. Loss for the year
As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account
for the year. The loss for the Company (before dividends paid) amounted to £0.1m (2023: £2.9m). Dividends paid amounted to
£1.4m (2023: £1.4m) The independent auditors’ remuneration for audit services to the Company was £0.4m (2023: £0.4m).
35. Investments
Shares in subsidiary
undertakings
£’000
Long-term
loans
£’000
Total
£’000
Cost
At 31 December 2022 and at 1 January 2023
30,925
54,248
85,173
Transfer of investment
(406)
–
(406)
Capital contribution relating to share-based payments
92
–
92
At 31 December 2023 and at 1 January 2024
30,611
54,248
84,859
Capital contribution relating to share-based payments
36
–
36
At 31 December 2024
30,647
54,248
84,895
Long-term loans are treated as investments as they are non repayable.
As Tribal Group plc grants share options to employees in subsidiary companies, a notional capital contribution is created in the
books of the relevant subsidiary undertaking. This is treated as an investment by Tribal Group plc.
The Directors have considered the value of the above investments and are satisfied that the aggregate value of each investment
is not less than its carrying value. The investments in subsidiaries are all stated at cost less provision.
Details of the Company’s subsidiaries are given in Note 32 to the consolidated financial statements.
36. Debtors
2024
£’000
2023
£’000
Amounts owed by Group undertakings
12,112
4,952
Other debtors
463
703
Current tax
-
50
12,575
5,705
All amounts owed by Group undertakings are unsecured and have no fixed repayment date. No interest is charged and amounts are
repayable on demand. All debtors fall due within one year.
The Company has applied the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for Group receivables. The Parent Company has guarantees in place for its UK subsidiaries, and management have
assessed each entity’s ability to repay amounts owed. As a result, no expected credit loss has been recognised.
Tribal Group plc | Annual Report & Accounts 2024
106
37. Deferred tax asset
2024
£’000
2023
£’000
Deferred taxation
At start of year
1,174
1,142
Credit to income statement
182
25
Items taken directly to equity
(8)
7
At end of year
1,348
1,174
The deferred tax asset is analysed as follows:
2024
£’000
2023
£’000
Share schemes
76
112
Other temporary differences
1,272
1,062
1,348
1,174
Included in other temporary differences are deferred tax assets of £1.2m (2023: £1.0m) relating to tax losses carried forward and
other timing differences of £0.05m (2023: £0.04m).
Deferred tax assets are all non-current assets.
38. Creditors
Amounts falling due within one year
2024
£’000
2023
£’000
Amounts owed to Group undertakings
43,222
28,278
Trade and other creditors
261
216
Accruals
481
1,474
Current tax liability
141
-
44,105
29,968
All amounts owed to Group undertakings are unsecured and have no fixed repayment date. No interest is charged and amounts are
repayable on demand.
Amounts falling due after one year
2024
£’000
2023
£’000
Borrowings
8,000
14,000
Other liabilities
-
23
8,000
14,023
Strategic Report
Governance
Financial Statements
107
Notes to the Company Balance Sheet continued
39. Called up share capital
2024
number
2024
£’000
2023
number
2023
£’000
Allotted, called up and fully paid
At beginning of the year
212,221,746
10,611
212,221,746
10,611
Issued during the year
1,632,952
82
–
–
At end of the year
213,854,698
10,693
212,221,746
10,611
The Company has one class of Ordinary Shares of 5p each which carry no right to fixed income.
Details of options in respect of shares outstanding at 31 December 2024 are as follows:
Employee share option schemes:
Number outstanding
‘000
Exercise price payable
Date from which
exercisable
2016 LTIP
75
£0.05
June 2019
2020 LTIP
594
£0.05
July 2021
2022 LTIP
421
£0.05
April 2025
2023 LTIP
455
£0.05
October 2026
2024 LTIP
618
£0.05
June 2026
2024 LTIP
1,524
£0.05
June 2027
3,687
2017 LTIP (inc CSOP)
100
£0.80
July 2020
2018 LTIP (inc CSOP)
125
£0.796
March 2021
2019 LTIP (inc CSOP)
400
£0.71
June 2022
2019 LTIP (inc CSOP)
300
£0.615
September 2022
Total Tribal Group plc share option schemes
4,612
Details of share-based payments are given in Note 22 to the consolidated financial statements.
Tribal Group plc | Annual Report & Accounts 2024
108
40. Share premium and other reserves
Merger
reserve
£’000
Share premium
reserve
£’000
Own share
reserve
£’000
Share-based
payment
reserve
£’000
Retained
earnings
£’000
At 31 December 2022 and 1 January 2023
11,304
83
(198)
7,947
22,207
Loss for the year
–
–
–
-
(2,853)
Equity dividend paid
–
–
–
–
(1,377)
Charge to equity for share-based payments
–
–
–
331
–
Foreign exchange differences on share-based payments
–
–
–
(37)
–
Tax charge on credit to equity for share-based payments
–
–
–
–
7
At 31 December 2023 and 1 January 2024
11,304
83
(198)
8,241
17,984
Loss for the year
–
–
–
–
(100)
Equity dividend paid
–
–
–
–
(1,389)
Charge to equity for share-based payments
–
–
–
446
–
Foreign exchange differences on share-based payments
–
–
–
(52)
–
Tax credit on credit to equity for share-based payments
–
–
–
–
(8)
At 31 December 2024
11,304
83
(198)
8,635
16,487
The merger reserve of £11.3m (2023: £11.3m) relates to the premium arising on shares issued subject to the provisions of section
612 of the Companies Act 2006.
The own share reserve of £(0.2)m (2023: £(0.2)m) represents the cost of 127,500 shares (2023: 320,086) in Tribal Group plc held
by the Employee Share Ownership Trust (EBT) to satisfy certain options under the Group’s share option schemes. During 2024
500,558 shares were purchased by the EBT, and 693,144 shares were sold to satisfy options granted in 2020 and 2021 under the
LTIP Scheme (see Note 22).
41. Contingent liabilities and commitments
A cross-guarantee exists between Group companies in respect of bank facilities which was £nil as at 31 December 2024 (2023: £nil).
In addition the Company and its subsidiaries have provided performance guarantees issued by its bank on its behalf in the ordinary
course of business, totalling £0.2m (2023: £0.1m). They are not expected to result in any material financial loss.
As disclosed in Note 32, Tribal Holdings Limited, Tribal Dynamics Limited, International Insight Group Limited and Semestry
Limited have taken advantage of the exemption available under Section 394A/ 479A of the Companies Act 2006 in respect of the
requirements for audit.
As a condition of the exemption, the Company has guaranteed the year-end liabilities of these subsidiaries until they are settled in
full. The liabilities of the subsidiaries at the year-end were £82.6m (2023: £72.8m). These are inclusive of intercompany liabilities of
£16.7m (2023: £16.6m).
Strategic Report
Governance
Financial Statements
109
Notes to the Company Balance Sheet continued
42. Financial instruments
All Company risks are aligned to those of the Group. Details of the risks relating to the Group are given in Note 30 to the
consolidated financial statements.
31 December 2024
Financial
assets
measured
at amortised cost
£’000
Financial
liabilities
measured
at amortised cost
£’000
Financial
liabilities
measured
at FVTPL
£’000
Total
£’000
Financial assets
Cash
291
–
–
291
Debtors*
12,128
–
–
12,128
12,419
–
–
12,419
Financial liabilities
Bank loans
–
8,000
–
8,000
Creditors**
–
43,483
–
43,483
–
51,483
–
51,483
31 December 2023
Financial
assets
measured
at amortised cost
£’000
Financial
liabilities
measured
at amortised cost
£’000
Financial
liabilities
measured
at FVTPL
£’000
Total
£’000
Financial assets
Cash
278
–
–
278
Debtors*
4,958
–
–
4,958
5,236
–
–
5,236
Financial liabilities
Bank loans
–
14,000
–
14,000
Creditors**
–
28,517
–
28,517
–
42,517
–
42,517
* Excluding amounts that relate to non-financial instruments of prepayments and tax.
** Excluding amounts that relate to non-financial instruments of accruals and tax.
43. Staff numbers and costs
The average monthly number of persons employed (including all Directors) under contracts of service by the Company during the
year was as follows:
2024
Number
2023
Number
5
5
The aggregate payroll costs of these persons were as follows:
2024
£’000
2023
£’000
Wages and salaries
1,335
1,186
Social security costs
96
92
Other pension costs
36
35
Share option charge
358
226
1,825
1,539
Directors’ emoluments incurred by the Company are included in the Remuneration Report on pages 41 to 45.
Tribal Group plc | Annual Report & Accounts 2024
110
Tribal Group plc
Registered in England and Wales
Company number: 04128850
Registered office
St Mary’s Court
55 St Mary’s Road, Sheffield
S2 4BN
T: 0330 016 4000
E: info@tribalgroup.com
www.tribalgroup.com
Company Secretary
Diane McIntyre
Stockbrokers
Investec Bank plc
2 Gresham Street, London
EC2V 7QP
Singer Capital Markets Limited
1 Bartholomew Lane, London
EC2N 2AX
Financial adviser
Investec Bank plc
30 Gresham Street, London
EC2V 7QP
Principal bankers
Lloyds Bank
PO Box 112
Canon’s House
Canon’s Way, Bristol
BS1 5LL
HSBC Bank
3 Temple Quay, Bristol
BS1 6DZ
Independent auditor
BDO LLP
Bridgewater House
Counterslip, Bristol
BS1 6BX
Solicitors
Taylor Wessing LLP
5 New Street Square, London
EC4A 3TW
Registrars
MUFG Corporate Markets
Central Square
29, Wellington Street, Leeds
LS1 4DL
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Financial calendar
Annual General Meeting
27 May 2025
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