Triad Regulatory News (TRD)

Legal Entity Identifier (LEI) No. 213800MDNBFVEQEN1G84

Triad Group Plc ("Triad" or "the Company")

Audited results for the year ended 31 March 2026

(Company number: 02285049)

Triad Group Plc is pleased to announce its audited results for the year ended 31 March 2026. 

The Board is proposing a final dividend of 6p per share, bringing the total dividend to 9p per share for the financial year. The dividend is subject to shareholder approval at the Annual General Meeting ("AGM"), and details of the AGM will be announced at the appropriate time.

For further information, please contact:

Triad Group Plc

James McDonald

Finance Director and Company Secretary

Tel: 01908 278450

Zeus Capital Limited

Darshan Patel

Tel: 020 7614 5900

Strategic report

Financial highlights

Chairman's statement

Dr John Rigg

Financial headlines

For the year ended 31 March 2026 the Group reports revenue of £24.8m (2025: £21.4m). The gross profit as a percentage of revenue was 27.1% (2025: 28.6%). The profit before tax was £1.9m (2025: £1.5m) and the profit after tax was £1.7m (2025: £1.7m). Cash reserves have increased to £4.2m (2025: £3.4m).

The Group continues to increase profitability year on year as a result of the continued growth in revenue, derived from both existing contracts and new business wins. The strategy of hiring new permanent consultants for new assignments and therefore maximising gross profit continued, with consultant numbers increasing at the close of the year to 170 (2025: 147). There was an impact on profitability and gross margin percentage from the increases to employer's national insurance contributions imposed at the start of the financial year. Nevertheless, the Group absorbed these costs, reduced reliance upon contractors and grew gross profit by 10%.

Cash balances increased to £4.2m (2025: £3.4m). During the year, there were no bad debts (2025: nil) and no requirement for external financing (2025: nil). The increase in cash balances was generated from operating profits less the healthy dividend distribution of 7p per share (2025: 6p). Cash is expected to grow in step with future operating profits which will support healthy dividend distributions.

Overview of results

I am delighted with these results which build on an impressive prior year. They are also a fitting way to celebrate the Company's 30th anniversary as a publicly listed company, following flotation in March 1996. Triad is one of a very few main market public companies to have survived that period intact, and the fact that we continue to thrive and perform successfully for our staff, customers and shareholders is a source of great personal pride.

The results reflect an extremely solid and diverse base of contracts across several large Government clients, providing opportunities for our cadre of expert consultants to deliver digital solutions at scale. I am particularly pleased to see headcount steadily growing as the Company services more demand from our client base.

During the period, the Company secured substantial amounts of its work via existing contracts as well as through new contracts won at the Office for Product Safety & Standards and the Foreign, Commonwealth & Development Office. A very significant contract secured towards the end of the financial year with the Met Office lays the foundation for another two years of delivery for an important existing client.

The external environment is arguably more volatile than ever. Technology is advancing at breakneck speed, the political environment is extremely fluid, and competition is ferocious. I know I can rely on the resilience and tenacity that has characterised our thirty years as a public company to provide us with the wherewithal to exploit the opportunities a changing environment inevitably presents.

Our lean operation means that profit converts very efficiently into cash, and our cash position has improved significantly from the prior year which itself was a notable improvement on the previous year.

Dividend

With the outlook for profit after tax continuing to be robust, the Board proposes a final dividend of 6p per share (2025: 4p per share), which together with the interim dividend already paid of 3p per share (2025: 2p per share), totals 9p per share for the financial year (2025: 6p per share).

Employees, clients and shareholders

On behalf of the Board of Directors, I would like to thank all employees, new and established, for their hard work and outstanding contribution. I would also like to thank our clients for providing the Company with so many opportunities to make a meaningful difference to the world in which we operate, and to our shareholders for their enduring support.

Dr John Rigg

Executive Chairman

19 June 2026

Managing Director's statement

Adrian Leer

Business commentary

The Company delivered a very strong financial performance for the year ended 31 March 2026, with revenue rising to £24.8m from £21.4m and profit before tax increasing to £1.9m from £1.5m. These results built decisively on the extremely solid performance during the previous year and reflect a superb effort from everyone involved. Cash reserves strengthened to £4.2m from £3.4m. Gross margin was 27.1%, compared with 28.6% last year, the difference attributable to the increase in employer's national insurance contributions, offset by a reduced reliance on contractors.

To deliver these results the Company increased its headcount of full-time permanent consultants from an average of 131 last year to 157 in the current year. All new recruits were fee-earning consultants, maintaining the Company's ability to increase its front-line capacity without needing to expand its back office. The ability to work as a close-knit group of people with a strong Triad family culture is a great strength.

Commercial highlights

A strong focus on delivery characterised the year, and notably many of our clients opted to extend commercial arrangements with the Company to maintain its track record of delivery momentum, an undoubted hallmark of the Triad approach. These contract extensions signal a genuine desire to secure more of the same from our delivery consultants and reinforce our position as trusted partner to all our major clients.

In addition to multiple significant contract extensions, we secured major contract wins at the Met Office and the Office of Product Safety & Standards (OPSS), totalling nearly £20m in award value. Whilst the Company was the incumbent for each of the preceding respective contracts, there was no doubting the fierceness of competition that accompanied both procurements. Other notable wins included a further multi-million award at the Foreign Commonwealth & Development Office (FCDO), providing further evidence of the confidence placed in us by all our key clients. The Company secured an important new client, Medicines and Healthcare products Regulatory Agency (MHRA), part of a broader strategy to develop our health sector footprint.

As is the case with many of these procurements, presence on the relevant frameworks is a prerequisite. The Company was therefore delighted to obtain a place on the latest iteration of the Technology Services framework (TS4), securing coverage on all the lots we applied for. Similarly, the Company was also successful in securing a place on each of the lots applied for within the Digital Outcomes and Specialists 7 (DOS 7) framework.

Operational highlights

Our mission to support the Met Office's transformation continued during the year, with consultants across business analysis and architecture disciplines providing a leading role in areas such as legacy systems retirement, product migration, future security, and scaling climate services. This service represents the blue ribboned of business analysis services across the public sector, and it is a source of enormous pride that our work during the year will continue for another two years thanks to the successful procurement outcome.

At the Department for Energy Security and Net Zero (DESNZ), our teams continued to drive forward with the digital delivery necessary to enable initiatives such as the Warm Homes Discount and the Private Rented Sector Exemption scheme. These nationally significant projects demand the highest levels of expertise and competence, and our consultants have relished the challenge. Working at DESNZ has also provided a boost to our growing Salesforce practice, a platform which we see as increasingly significant across Central Government, Health and Law Enforcement.

At OPSS we were heavily involved in multiple digital delivery programmes to upgrade and introduce capabilities that would underpin the organisation's mission to protect consumers from harmful products. The flagship ECM platform at OPSS went from strength to strength, benefiting from a continuous delivery process that permits the safe and frequent release of product enhancements.

Our emerging health strategy started well with the win at MHRA, and our involvement in cross-cutting initiatives with the National Data Library included a focus on improving experiences for those with long-term health conditions. Our appointment of a clinician to join our consulting team has significantly boosted our credentials in a sector where we believe our capabilities are very well suited.

Beyond digital delivery, the Company continued to play an active role in industry engagement via the Central Government and Justice & Emergency Services programmes at TechUK, as well as speaking engagements at the National Police Chiefs Council Digital Summit and hosting round tables on topics such as building capability within the Civil Service. Building capability for our civil service clients is a cornerstone of our engagement model and forms part of a comprehensive suite of social value measures the Company is providing in addition to the primary deliverables commissioned.

As the business has grown, our systems and controls have matured. We are extremely proud of our integrated management system approach which enables compliance with ISO standards 9001, 14001 and 27001 but which more importantly provide us with the foundations on which to build.

The increasing reach of AI is something the Company views as an opportunity rather than a threat and as a consequence we are growing our ability to offer more solutions more quickly to our public sector clients.

Outlook

The outlook is very promising. Short-term, the new financial year has started well. The Company is growing steadily, and we have made significant changes to our work-winning approach to secure the platform for future growth. Secured work is at levels higher than previous years, and we continue to be enthusiastic about our prospects to win more work in our core and emerging markets.

Adrian Leer

Managing Director

19 June 2026

Organisation overview

Triad Group Plc is engaged in the provision of information technology consultants to deliver technology-enabled business change to organisations in the public sector, private sector, and not-for-profit sector.

Business model

The Group provides a range of consultancy services to clients to help them deliver a tangible return on their investment in technology. Our primary engagement model is to deliver these services via our permanent consultants, sometimes augmented by carefully selected associates. This is mainly on a time and materials basis. We rely upon our in-house resourcing team to provide both permanent and associate staff, ensuring that we maintain tight control of our supply chain and quality at all times.

Our services span the delivery life cycle from high level consulting, early strategy, programme management, project delivery, software delivery, and support activities.

The Group operates mainly in the United Kingdom. Our workforce is increasingly distributed across the UK and we have permanent office space in Godalming (registered office) and Milton Keynes.

Principal objectives

The principal objectives of the Group are to;

· Provide clients with industry leading service in our core skills.

· Achieve sustainable profitable growth across the business and increase long-term shareholder value.

The key elements of our strategy to achieve our objectives are;

To provide a range of specialist services relevant to our clients' business

· Our services include consultancy, change leadership, project delivery, software development and business insights. Further capacity and expertise may be provided via our associate network.

· We continue to adopt a "business first, technology second" approach to solving our clients' problems. A cornerstone of our service offer is our consultancy model, offering advice and guidance to clients in terms of technology investments.

To develop long term client relationships across a broad client base

· Enduring client relationships fuel profitability. A hallmark of our trading history has been the frequency of repeat business, which itself has been a function of outstanding delivery and proactive business development within existing accounts.

· Our consistent track record in this regard is our major asset when developing propositions for new clients, along with the use of case studies and references.

· We have structured our service offering to enable clients to engage early, thus enabling the building of trust and confidence from the outset.

To work with partners

· Our strategy includes working with carefully chosen partners operating under their client frameworks in addition to the frameworks on which Triad is listed. This will expose more opportunities whilst reducing the cost of sale.

To leverage Group capability and efficiency to increase profitability

· We continue to develop synergies across the Group's activities both externally and internally, driving better outcomes for clients whilst improving efficiency and effectiveness. The management team sets objectives to ensure that these synergies are exploited.

· We enable our clients to benefit from access to a full range of IT services, delivered through a single, easy to access, point of sale.

· We will continue to provide the highest quality of service to our customers through our teams of skilled consultants and market experts.

Principal risks and uncertainties

The Group's business involves risks and uncertainties, which the Board systematically manages through its planning and governance processes.

The Board has conducted a robust assessment of the principal risks facing the Group, examining the Group's operating environment, scanning for potential risks to the health and wellbeing of the organisation. The Directors factor into the business plan the likelihood and magnitude of risk in determining the achievability of the operational objectives. Where feasible, preventive and mitigating actions are developed for all principal risks.

The Executive Directors review the risk register and track the status of these risk factors on an on-going basis, identifying any emerging risks as they appear. In addition to Board meetings, regular meetings are held between the Executive Chairman and the Managing Director to ensure risks are identified and communicated.

The outputs of this management review form part of the Board's governance process, reviewed at regular Board meetings. When emerging risks arise, these are reviewed by senior management on an immediate basis and communicated to the Board as appropriate.

The Directors are of the opinion that there is no overall increase in the principal risk ratings and the impact upon the business.

The principal risks identified are:

IT services market

The demand for IT services is affected by UK market conditions. This includes, for example, fluctuations in political and economic uncertainty, and the level of public sector spending. Negative impacts can reduce revenue growth and maintenance due to the loss of key clients, reduction in sales pipelines and reduction in current services. The creation of new services, acquisition of new clients and the development of new business relationships are important in protecting the Group from fluctuations in market conditions.

Economy

The political and economic uncertainty generated by global instability via global tariff issues and the impact of the Middle East crisis, have the potential to negatively affect the Group's marketplace due to an impact on Government spending plans and the cancellation or delay of IT projects. Political volatility in the UK, and the effects upon Government departmental budgets, poses both a risk and an opportunity. The strong relationships the Group enjoys with a large range of public sector clients within the UK mitigates this risk.

Due to the nature of the Group's client base and activities in the UK, the continued global geopolitical events have not had a direct impact and are not considered to do so in the future. However, there may still be a secondary effect as a result of the impact on the wider economy. The Directors will continue to monitor this situation closely.

Employment market conditions in the UK mainly affect the Group's ability to attract and retain staff as wage inflation will continue to be a risk to the business. The Group's response to this risk is outlined within the Availability of staff below. 

Growth in the fee earning permanent consultant headcount in-line with contract wins results in an increasingly larger fixed cost base that must be matched by revenue to both maintain and grow profitability. Uncertainty in the economy poses a risk to profitability. This risk is mitigated by constant review of new business pipelines and resource allocations by the Executive Director team and monthly review by the Board.

Revenue visibility

The pipeline of contracted orders for time and materials consultancy work can be relatively short and this reduces visibility on long-term revenue generation. Political uncertainty, particularly in the public sector, can reduce visibility in securing new business. The Board carefully reviews forecasts to assess the level of risk arising from business that is forecast to be won and maintains very strong relationships with key client relationships.

Availability of staff

In a constantly evolving market for talent acquisition, the ability to access appropriately skilled resources, recruit and retain the best quality staff is key to ensuring the ability to deliver profitable growth and deliver IT services to our clients. During the year, there were geopolitical events that continued to create volatility across the wider economy. To mitigate these risks, the Group continues to recruit the best quality individuals and ensures a resilient network of associate resources is scaled appropriately to meet the demands of the business. The Group also reviews remuneration and benefits on an annual basis and adjusts these accordingly within market rates. In addition, the Group operates a Company-wide staff development programme to ensure continuous personal growth and consistent staff engagement. The onboarding of new consultants is managed by a highly experienced and dedicated team of resourcing professionals, and this provides quality assurance processes to accelerate hiring and maintain very low attrition rates. To encourage retention, when appropriate and sufficient headroom exists to do so, selected staff are awarded share options and restricted stock units.

Competition

The Group operates in a highly competitive environment. The markets in which the Group operates are continually monitored to respond effectively to emerging opportunities and threats. The Group ensures a high quality of service to long-tenured clients, which includes continuous review of delivery against project plan and obtaining client feedback. This promotes longevity of client relationships and to a high degree mitigates the risk of competition.

The risk associated with environmental, social and corporate governance (ESG) is considered to be low, although the group takes its responsibilities in this regard very strongly. Details of these responsibilities can be found on page 10.

There are or may be other risks and uncertainties faced by the Group that the Directors currently deem immaterial, or of which they are unaware, that may have a material adverse impact on the Group.

The risk appetite of the Group is considered in light of the principal risks and their impact on the ability to meet its strategic objectives. The Board regularly reviews the risk appetite which is set to balance opportunities for business development and growth in areas of potentially higher risk, whilst maintaining reputation, regulatory compliance, and high levels of customer satisfaction.

Section 172 statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of key stakeholders in the Group in their decision making. Engagement with the Group's stakeholders is essential to successfully managing the business and the effectiveness of this engagement helps to understand the impact of key decisions on stakeholders.

The Board has identified the key stakeholders as shareholders, clients, partners, employees and suppliers.

· Shareholders: Shareholders are closely involved with the strategic direction and culture of the business. Dialogue is maintained with shareholders and issues of significance are communicated as necessary. In addition, a full shareholder briefing is presented at the Group's annual general meeting of shareholders. The Board awarded an interim dividend of 3p per share (2025: 2p per share) to shareholders. This decision was made following a detailed review of future profitability and cash flow and showed that there was the expectation of increased profitability and with that, increased cash balances without the requirement for external funding. Based upon trading expectations and cash flow forecasts, the future financial performance is expected to build. The Board has therefore proposed a final dividend of 6p per share for the year ended 31 March 2026 (2025: 4p per share).

· Clients: Delivering a quality service is the key to the Group's future success, and effective and successful delivery of services to our clients is the key focus of the Group. To increase effectiveness, a continuous review of consultant allocation, utilisation rates and delivery structures is made to enhance the efficiency of the Group's service to clients. Regular operational governance meetings take place with senior management and key client contacts. Key account delivery and management tools are in constant review to enhance and promote efficiencies. The Group continue the strategy of building permanent consultant numbers to improve and broaden the skill sets and enhance delivery to clients. Associates are utilised only on a limited basis where rare technical expertise is required.

· Business partners: Effective working relationships that enable future growth are important to the Group. The Group continue to cultivate strong relationships with our business partners which may include intermediaries and sub-vendor arrangements, with regular dialogue and updates to ensure that delivery to our shared clients is as effective as possible. During the financial year, the Group continued to explore delivery methods with partners that enable the acquisition of new business.

· Employees: Motivated and satisfied employees are the lifeblood of our business and our people are key to our success. The Group strives to achieve the highest standards in its dealings with all employees. During the financial year, the Group continued to deliver a high level of communication with employees, including regular Group meetings chaired by the Managing Director. One-to-one meetings with employees and the Managing Director are also available on request and regularly take place. The Group continued to provide appropriate comprehensive induction and ongoing training tailored to individual needs. Extensive employee benefits are provided which are continually reviewed to enhance the wellbeing of all employees. Remuneration packages are reviewed on an annual basis to ensure retention of employees, as are flexible working environments and grading reviews. The Group operates the Triad Employee Share Incentive Plan, which facilitates awards of restricted stock units (RSUs) to employees from time to time within allowable limits. See page 76 for details.

· Suppliers: Effective engagement with suppliers enables the Group to deliver a quality service to our clients. The Group maintains appropriate arm's-length trading relationships with quality suppliers and is fully committed to fairness in its dealing with them, including embracing the principle of paying suppliers within agreed credit terms during the course of normal business.

The Directors continue to ensure there is full regard to the long-term interests of both the Group and its key stakeholders including the impact of its activities on the community, the environment and the Group's reputation. In doing this, the Directors continue to act fairly and in good faith taking into account what is most likely to promote the long-term success of the Group.

· Relations with key stakeholders such as shareholders, clients, employees and suppliers are maintained by regular, open and honest communication in both verbal and written form.

· The Directors are fully aware of their responsibilities to promote the success of the Group in accordance with section 172 of the Companies Act 2006.

· The Directors continuously take into account the interests of its principal stakeholders and how they are engaged. This is achieved through information provided by management and also by ongoing direct engagement with the stakeholders themselves.

· The Board has ensured an appropriate business structure is in place to ensure open and effective engagement with the workforce via the Executive Directors and the management team.

· The Board and the management team continue to work responsibly with all relevant stakeholders and has appropriate anti-corruption and anti-bribery, equal opportunities and whistleblowing procedures and policies in place.

· As required, non-Executive Directors, professional advisors and the Company Secretary provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues.

The Directors do not consider there to be any key decisions made in the year other than to continue with the strategy of growing consultancy business and increasing permanent consultants in step with this growth, to deliver higher gross profit margins, profitability, and improve cash flow to maintain and grow dividend distribution to shareholders.

Viability statement

In accordance with the Listing Rules the Directors have assessed the Company's viability over the next three financial years. Given the Group's business model and commercial and financial exposures the Directors consider that three years is an appropriate period for the assessment. The maximum period of visibility of commercial arrangements with clients is currently two years, however in considering the assessment period assumptions have been made beyond this immediate timeframe extended to 3 years based upon the strategic direction of the business. As part of the long-term viability assessment the Directors have considered the principal risks.

This assessment of viability has been made with reference to the Group's current financial and operational positions. Revenue projections, cash flows, availability of required finance, commercial opportunities and threats, and the Group's experience in managing adverse conditions in the past have been reviewed. The Group was founded in 1988 and has survived several recessions.

An example of the robust performance of the business model was the successful navigation of the Covid-19 pandemic. Despite the overwhelming threat the pandemic presented, the Group was able to improve profitability and increased cash reserves without the requirement for external funding or needing to take advantage of Government support schemes. This success was due to the agility of the business model, client delivery techniques and the quality of our employees and hiring processes.

Geopolitical and domestic political events have had no material negative impact upon the Group's client base and trading results, and the Board do not expect this to change.

The effects of IR35 legislation is minimal as the Group has continued to reduce associate fee earners in favour of higher margin permanent consultants. The risk in this area is not considered material.

The Group continues to acquire new business, successfully retender material business, secure extensions with existing clients and grow consultant numbers. The Directors have approached the budget and forecasting cycle for the 2027 financial year and beyond with a conservative outlook, but are confident in the business model and the ability of both new business acquisition and highly skilled and long tenured consultants to improve upon these conservative expectations.

The viability assessment considered the principal risks as set out on page 6. The Board modelled a number of realistic scenarios based upon conservative budgets and forecasts. This included modelling the most severe scenario possible which assumed that all current client contracts discontinued at expiry, with no extension or replacement and with no further cost mitigation. The group have extended at a high level these forecasts to 3 years for the purposes of considering viability.

In all scenarios, it was found that there was sufficient headroom in cash flow to continue operating within current resources for the next 3 years, and without the requirement to utilise external funding or exercise cost mitigation programmes. The Group was therefore found to have sufficient financial strength to withstand considerable financial headwinds.

The Board believes that the Group remains well placed to navigate effectively a prolonged period of uncertainty and to mitigate the risks presented by it.

Based upon the results of this analysis, the Board has a reasonable expectation that the Group will be able to continue in operation and be able to meet its liabilities over the next 3-year viability period. In reaching this assessment, the Board has taken into account future trading, access to external funding and cash flow expectations.

Performance assessment, financial review and outlook

Financial and non-financial key performance indicators (KPIs) used by the Board to monitor progress are revenue, profit/(loss) from operations, EBITDA, gross margin and average headcount. Financial KPIs are discussed in more detail in the Financial review below. The outlook for the Group is discussed in the Chairman's statement on page 1. The non-GAAP KPI's that the Directors consider the users of the financial statements to be interested in are profit/(loss) from operations and EBITDA. The Directors consider that the users of the financial statements are focused on profitable growth and dividend distribution and as such profit/(loss) from operations is a KPI. The Directors consider that EBITDA is a KPI as it indicates the results that will translate to cash balances.

The KPIs are as follows;

¹ EBITDA - Profit from operations of £1,897,000 (2025: £1,500,000) adding back the depreciation and amortisation charge in the year of £142,000 (2025: £210,000)

Corporate social responsibility

Our employees

The Group is committed to equal opportunities and operates employment policies which are designed to attract, retain and motivate high quality staff, regardless of gender, age, race, religion or disability. The Group has a policy of supporting staff in long term career development.

Culture and engagement

The Group recognises the importance of having effective communication and consultation with, and of providing leadership to, all its employees. The Group promotes the involvement of its employees in understanding the aims and performance of the business. An assessment of culture, engagement and future contribution made to the business by employees is made at each Board meeting and is considered a key aspect of the meetings. The Board has been satisfied with policies and practices and they are aligned with the Group's purpose and strategy and no corrective action is required.

The Group strives to recruit and retain high quality employees at the cutting edge of technology. A key engagement factor is the continuous professional development of all staff. The Group is committed to providing increased training and development opportunities, to enhance both the expertise and engagement of our workforce and improving the quality of our services to our clients.

Diversity and inclusion

Diversity and inclusion is a key component of working life in the Group. Employees are encouraged to take an active role in decision making and driving the business forward, including several platforms within the business to share good practice, successes and potential improvements. We continue to include diversity within our recruitment policies and make improvements as appropriate.

The following table shows the average number of persons employed during the year, by gender, who were Directors, senior managers or employees of the Company.

As at 31 March 2026 there were 7 Board members, of which 5 (2025: 5) were male (71%) and 2 (2025: 2) were female (29%). Overall, the proportion of female Directors during the year was approximately in line with the average Group female representation of 28% (2025: 27%).

Board performance composition is reviewed regularly to ensure that there is a suitable range of skills and experience amongst the Directors. The Board consists of mainly long tenured Triad Group Directors, and with respect to both female and non - white British Directors, the Group operates a meritocracy and there are currently no specific Board diversity targets in place. Management continue to recruit and nurture the best available talent, regardless of gender or ethnicity, and formal succession plan procedures are in practice. We will, however, continue to keep the Board's composition and in particular the diversity and blend of backgrounds, skills, and experience under review.

For the purposes of UK Listing Rule 6.6.6R (9), as at 31 March 2026, the Company did not meet the requisite targets. The targets are specifically that:

· Female representation on the Board is 40%;

· At least 1 senior Board member is a female; and

· 1 individual is from a minority ethnic background.

Charlotte Rigg was appointed to the senior position on the Board as Deputy Executive Chairman on 1 June 2023. Although we note that UK Listing Rule 6.6.6R (9) (ii) does not include this specific role, we can confirm that this is not only a senior role in the Company and on the Board of Directors, but also one of significant importance.

As required by UK Listing Rule 6.6.6R (10), our gender and ethnicity data as at 31 March 2026 (in the format set out in UKLR6 Annex 1R) is detailed below. The Board members were asked to confirm which of the categories set out in the below they identify with. Any new appointees to the Board in the future will be asked to provide this information.

Environment and greenhouse gas reporting

This statement contains the Group's TCFD aligned disclosure in accordance with FCA requirements of Listed UK companies in line with UKLR 6.6.6(8)R. The Group is required to report on a 'comply or explain' basis against the 11 recommended TCFD disclosures. The Board have assessed the requirements and have concluded that climate related risks are negligible to the Group. The Board have taken this into account when applying the TCFD framework, to ensure the level of disclosure is commensurate to the level of risk, and the Group have therefore not yet completed planning for different climate related scenarios, including 2 degree or lower. The Group has provided responses across the TCFD's pillars and aims to advance the maturity of its climate-related actions and disclosures on an annual basis. Regarding IFRS S2 requirements, being the disclosure of information about climate-related risks and opportunities that could reasonably be expected to affect the Group's cash flows, its access to finance or cost of capital over the short, medium or long term, the Group believes there is a negligible risk from climate change and therefore the Board's opinion is that no additional disclosures are required.

The Board have assessed interim measures to achieve the 2050 net zero targets. Given the nature of the Group's operating model, a key contribution to emissions is driven by its supply network and notably, public transport. The Board expect these emissions to reduce as transport moves towards net zero.

The Group's key metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management processes are Scope 1, Scope 2 and Scope 3 emissions.

The Group has provided responses across the TCFD's pillars and aims to advance the maturity of its climate-related actions and disclosures on an annual basis.

The four pillars are as follows:

The Group has used mileage reports, public transport journey details and meter readings converted to tCO2e using the 2025 UK Government's conversion factors for company reporting of greenhouse gas emissions. No independent assurance has been carried out on the climate metrics or disclosures due to the limited impact on the Group. No risks have been identified in the year. No assurance, remediation or improvements have been required during the year. The ISO 14001:2015 accreditation earned in the year evidences and strengthens our resolve in this area. No peer benchmarking has taken place due to the limited actions that can be taken on the Group's climate related risks.

The annual quantity of greenhouse gas (GHG) emissions for the period 1 April 2025 to 31 March 2026 in tonnes of carbon dioxide equivalents (tCO2e) for the Group is shown in the table below, no changes have been made to the calculation of emissions from the previous year:

¹ The calculation of tCO2e for each source has been prepared in accordance with DEFRA guidelines for GHG reporting. The tCO2e per £1m of revenue has reduced significantly to 3.1 (2025: 6.4) which was due to management actions and consultant travel patterns within one client assignment. Heating of leased properties has reduced following a review of usage patterns, the material reduction of site visits as a contract comes to a successful close and the offset of emissions from the afforestation from the 'Triad Trees' project. The intensity ratio has decreased to 0.4 (2025: 0.9) due to a material increase in FTE with relatively lower emissions. Both KPIs are still relatively low and as the Company continues to grow in size, with no further outlay in scope emissions, it is expected these ratios will continue to reduce.

The annual energy consumed as a result of the purchase of electricity and heat for the period 1 April 2025 to 31 March 2026 in kWh is shown in the table below:

The emissions are generated solely by activities in the UK. Emissions generated by electricity consumption is 21% (2025: 18%).

The Group has not been subject to any environmental fines during the year ended 31 March 2026 (2025: nil).

Social, community and human rights issues

Triad takes its responsibilities to the community and society as a whole very seriously. With people at the core of our values, during 2020 Triad was proud to have achieved its first Disability Confident badge - Disability Confident Level 1 ("Committed"). To show our continued commitment in this area, during 2023 we achieved Disability Confident Level 2 ("Employer") and in 2025 moved to the highest level (level 3 - "Leader").

We are using this to guide our practices, particularly with regards to equality of opportunity for disabled staff and through our recruitment process. An example of this is the introduction of a Disability & Accessibility Network, which has been set up to support Triad employees including those with physical and mental impairments. The Group also actively engages with its supply chain partners and tech industry bodies to advocate the principles of Disability Confident employers.

Triad Group is committed to supporting the mental health and wellbeing of its staff. All staff have access to our Employee Assistance Programme, which provides access to confidential advice and emotional support 24 hours a day, 365 days a year, via online resources and telephone helpline.

In line with a client specific social value commitment, we launched a wellness survey in December 2024 for one of our delivery teams and contributed to the design of a combined Diversity, Disability & Wellbeing survey. During the year ended 31 March 2025, the Group also supported another client social value commitment with the planting of 600 sapling 'Triad Trees' in the Lake District, contributing to future net zero efforts and this project will be extended in the next year. Each year, a group of Triad employees also spend a day maintaining an important stretch of canal in Bedfordshire, supporting local wildlife and improving the local environment.

The Group actively supports charities. Managing Director Adrian Leer is a board member of Action for Children, and our staff participate in regular fund-raising activities for the charity, promoted and supported by Triad. During the year, the Group continue to support The City of London Police Cadets, which helped to fund extra-curricular development activities for young people within the organisation.

There are no human rights issues that impact upon operations.

There were no political donations made in the year (2025: nil).

Financial review

Group performance

Group revenue in the year increased to £24.8m (2025: £21.4m), a considerable increase of 16% and this was generated from both existing contracts and new business wins. The conversion to gross profit was presented with a small number of expected hurdles via cost of sales; increased employment costs via the increases to employer's national insurance contributions, and salary inflation in a highly competitive market for talent in the UK. Gross profit did increase by a material amount of 10% to £6.7m (2025: £6.1m), with gross profit as a percentage of revenue, impacted by the cost of sales changes, to 27.1% (2025: 28.6%).

The Group reports a profit from operations before taxation of £1.9m (2025: £1.5m). This improvement of 27% was due to the increase in gross profit of £0.6m offset with an almost static administrative expenses cost base increase of £0.1m, and the net reduction of other income and impairment costs derived in 2025 from the early settlement of a lease liability in advance by a former tenant of £0.1m.

The Group reports a profit after tax of £1.7m (2025: £1.7m). The total tax charge of £208k (2025: credit £214k) includes the reversal of a previously recognised deferred tax asset of £0.6m relating to restricted stock units (RSUs) (2025: recognition £0.6m).

The balance sheet remains strong with no external debt, with the exception of the lease liabilities arising due to the application of IFRS16, and the Group enjoys reserves of cash at £4.2m (2025: £3.4m) and no bad debts (2025: nil).

Administrative expenses

Administrative expenses are stable and provide a good platform for profitable growth. The total costs during the year were £4.8m (2025: £4.7m) and the increase of £0.1m was due to a net increase in personnel costs of £0.4m offset with the reduction in share-based payment expenses of £0.3m.

Staff costs

Total staff costs have increased to £16.6m (2025: £14.0m) (note 8) which is mainly due to the increase in the average fee earning consultant number to 157 (2025:131) and salary inflation. The increased tax burden due to the employer's national insurance contributions rate increases of £0.3m were offset by the reductions in share-based payments of the same amount. As the administrative base remains flat, the continued growth in consultant numbers improves the ratio of fee earners to administration staff to 31:1 (2025: 27:1). In line with strategy, new permanent consultants are hired in step with new contract wins to match skills with client requirements and also to reduce benched consultant time and costs. The number of fee earning consultants increased to 170 (2025: 147) at the close of the year.

Cash

Cash and cash equivalents as at 31 March 2026 increased to £4.2m (2025: £3.4m). The increase in profitability combined with robust invoicing and credit control processes resulted in a net inflow from operating activities of £2.3m (2025: inflow £2.2m). The net cash outflow from financing activities was £1.4m (2025: £1.2m), which included dividends paid of £1.2m (2025: £1.0m). The net cash outflow from investing activities was £0.1m (2025: inflow £0.3m) and relates to the purchase of IT equipment for new hires only and is consistent with prior year outflow. The net inflow of £0.3m in the year ended 31 March 2025 was due to cash received from a tenant and the subsequent derecognition of a finance lease receivable of £0.4m. The Group has in the past held invoicing facilities, but due to the business model and continuously improving cash flow forecasts, the Directors do not believe a replacement facility is required in the foreseeable future. No external funding or overdraft facilities were utilised in the period (2025: nil).

Non-current assets

Non-current assets excluding taxation decreased by £0.1m (2025: £0.4m) which was due to the amortisation of the right of use asset.

Taxation

The Group adopts a low-risk approach to its tax affairs. The Group does not employ any complex tax structures or engage in any aggressive tax planning or tax avoidance schemes. The deferred tax asset decreased to £0.4m (2025: £1.0m) in the year. This decrease was mainly due to the issue of shares from the 2025 RSU vesting during the year and a deduction from taxable profits was made. The Directors expect that tax losses brought forward will be utilised against future taxable income (see note 9).

Net assets

The net asset position of the Group at 31 March 2026 was £4.9m (2025: £4.8m). Further movements during the year are detailed on page 54.

Share options and restricted stock units

A total of 9,000 options were exercised by staff during the year and refer to note 20 for details (2025: 40,607). No further options were granted in the year (2025: nil).

On 28 March 2025, all 750,000 restricted stock units (RSUs) vested to the Executive Directors and certain employees (see note 21). The allocation of these shares was dependent upon the issue of the share certificates and as at 31 March 2025 the shares had not yet been issued. In that year, within other debtors there was an amount of £377k (see note 16) and a corresponding creditor due to HMRC of £377k, with respect to the estimated employer's national insurance contributions payable, as per the conditions of the scheme. During the year ended 31 March 2026, the shares were issued with a lower tax liability of £256k which was due to the lower share price than provided for in 2025. All liabilities were paid to HMRC and the same amount was received by the Company from the recipients of the shares. At the balance sheet date there were no amounts outstanding relating to RSUs.

No further restricted stock options (RSUs) were granted to either Directors or staff during the year (2025: nil).

No share-based payment expense has been recognised in the year (2025: £262k).

Dividends

With the expectation of future profitability and improving cash flows, the Board are proposing a final dividend of 6p per share (2025: 4p per share), which together with the interim dividend already paid of 3p per share (2025: 2p per share), totals 9p per share for the financial year (2025: 6p per share). See note 10.

By order of the Board

James McDonald

Finance Director

19 June 2026

Directors' report

The Directors present their Annual report on the activities of the Group, together with the financial statements for the year ended 31 March 2026. The Board confirms that these, taken as a whole, are fair, balanced and understandable, and that they provide the information necessary for shareholders to assess the Group's and Company's position and performance, business model and strategy, and that the narrative sections of the report are consistent with the financial statements and accurately reflect the Group's performance and financial position.

The Strategic report provides information relating to the Group's activities, its business and strategy and the principal risks and uncertainties faced by the business, including analysis using financial and other KPIs where necessary. These sections, together with the Directors' remuneration and Corporate Governance reports, provide an overview of the Group, including the employment, training, career development, treatment of disabled persons and environmental matters, and give an indication of future developments in the Group's business, so providing a balanced assessment of the Group's position and prospects, in accordance with the latest narrative reporting requirements. The Group's subsidiary undertakings are disclosed in the note 15 to the financial statements.

Corporate Governance disclosures required within the Directors' report, including details of Directors holding office, have been included within our Corporate Governance report beginning on page 24 and form part of this report. Disclosures with respect to political donations and streamlined energy and carbon reporting (SECR) also required within the Directors' report have also been included in the Strategic report beginning on page 1.

Share capital and substantial shareholdings

Share capital

As at 31 March 2026, the Company's issued share capital comprised a single class of shares referred to as ordinary shares. Details of the ordinary share capital can be found in note 20 to these financial statements.

Voting rights

The Group's articles provide that on a show of hands at a general meeting of the Company every member who (being an individual) is present in person and entitled to vote shall have one vote and on a poll, every member who is present in person or by proxy shall have one vote for every share held. The notice of the Annual General Meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the Annual General Meeting.

Transfer of shares

There are no restrictions on the transfer of ordinary shares in the Company other than as contained in the Articles:

· The Board may, in its absolute discretion, and without giving any reason for its decision, refuse to register any transfer of a share which is not fully paid up (but not so as to prevent dealing in listed shares from taking place) and on which the Company has a lien. The Board may also refuse to register any transfer unless it is in respect of only one class of shares, in favour of no more than four transferees, lodged at the Registered office, or such other place as the Board may decide, for registration, accompanied by a certificate for the shares to be transferred (except where the shares are registered in the name of a market nominee and no certificate has been issued for them) and such other evidence as the Board may reasonably require to prove the title of the intending transferor or his right to transfer the shares.

Certain restrictions may from time to time be imposed by laws and regulations, for example:

· Insider trading laws; and

· Whereby certain employees of the Group require the approval of the Company to deal in the Company's ordinary shares.

Appointment and replacement of Directors

The Board may appoint Directors. Any Directors so appointed shall retire from office at the next Annual General Meeting of the Company but shall then be eligible for re-appointment.

The current Articles require that at the Annual General Meeting one third of the Directors shall retire from office but shall be eligible for re-appointment. The Directors to retire by rotation at each Annual General Meeting shall include any Director who wishes to retire and not offer themselves for re-election and otherwise shall be the Directors who, at the date of the meeting, have been longest in office since their last appointment or re-appointment.

A Director may be removed from office by the service of a notice to that effect signed by at least three quarters of all the other Directors.

Amendment of the Company's Articles of Association

The Company's Articles may only be amended by a special resolution passed at a general meeting of shareholders.

Substantial shareholdings

The Board consider that a shareholder who holds more than 20% of the Company's issued share capital is a significant shareholder. As at 31 March 2025, M Makar was a significant shareholder with a holding of 3,476,452 and 20.85% of the issued share capital. During the year, a total of 759,000 new ordinary shares were issued and M Makar's holding reduced to 19.95% of the issued share capital and as at 31 March 2026 remains the Company's largest shareholder.

As at 31 March 2026, since the date of the last annual report in June 2025, the Company had received the following notifications relating to interests in the Company's issued share capital, as required under the Disclosure and Transparency Rules (DTR 5) when a notifiable threshold is crossed.

Shareholdings that have fallen below the minimum 3% required under DTR5 are not disclosed.

As at 19 June 2026, no further notifications have been received since the year end.

Dividends

There was a 3p per share interim dividend paid during the year (2025: 2p per share). For the year ended 31 March 2026 the Directors propose a final dividend of 6p per share (2025: 4p per share).

Financial instruments

The Board reviews and agrees policies for managing financial risk. These policies, together with an analysis of the Group's exposure to financial risks are summarised in note 3 of these financial statements.

Research and development activity

There has been a significant acceleration in both capability and adoption across the artificial intelligence landscape over the past 12 months. The Company has capitalised on this momentum through a targeted deployment of Microsoft 365 Copilot to selected colleagues, with usage now embedded into day‑to‑day operations and demonstrable productivity benefits being realised. In parallel, a number of AI‑driven agents have been developed to support internal processes, alongside the adoption of pre‑defined AI "skills" to improve efficiency and consistency.

The Company's development teams have also explored the use of AI‑assisted coding tools, supporting legacy system analysis and problem resolution. This research has also resulted in several proof‑of‑concept solutions, including a timesheet management system, a charity grant discovery tool, a consultant resource allocation capability and a collaborative digital whiteboard.

During the year, the Company's Chief Technology Officer was accepted onto a panel of AI experts and attended an international AI forum in Lithuania. This provided valuable exposure to emerging regulatory, ethical and applied AI developments, which are actively informing the Company's ongoing AI strategy and future investment decisions.

Directors' interests in contracts

Directors' interests in contracts are shown in note 22 to the accounts.

Directors' insurance and indemnities

The Company maintains Directors' and Officers' liability insurance which gives appropriate cover for any legal action brought against its Directors and Officers. The Directors also have the benefit of the indemnity provisions contained in the Company's Articles of Association. These provisions, which are qualifying third-party indemnity provisions as defined by Section 236 of the Companies Act 2006, were in force throughout the year and are currently in force.

Disclosure of information to auditor

All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's auditor for the purposes of their audit and to establish that the auditor is aware of that information. The Directors are not aware of any relevant audit information of which the auditor is unaware.

Forward-looking statements

The Strategic report contains forward-looking statements. Due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information, the actual results of operations, financial position and liquidity may differ materially from those expressed or implied by these forward-looking statements.

Going concern

The Group's business activities (including the Parent Company), together with the factors likely to affect its future development, performance and position, are set out in the Strategic report. The financial position of the Group, its cash flows, liquidity position and available working capital are described in the Strategic report. In addition, note 3 to the financial statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit risk and liquidity risk. The Group meets its day to day working capital requirements through cash reserves.

The Group operates an efficient low-cost operating model. The client base generally consists of large blue-chip entities, particularly within the public sector, enjoying long-term and productive client relationships. As such, debtor recovery has been reliable and predictable with no exposure to bad debts. For the year ended 31 March 2026, the Group has not utilised, nor anticipates prospectively utilising, any external debt or financing instruments.

The going concern assessment considered a number of realistic scenarios covering the period ending 30 September 2027, including the ability of future client acquisition, and the impact of the reduction in services of key clients upon future cash flows. In addition, the most severe scenario possible modelled, assumed all current client contracts discontinued at expiry with no extension or replacement and with no cost mitigation. Even in this most extreme scenario, the Group has enough liquidity and long-term contracts to support the business through the going concern period. The Directors have concluded from these assessments that the Group would have sufficient headroom in cash balances to continue in operation.

After making enquiries, including a review of the wider economy including inflationary pressures, the impact of Governmental instability, geopolitical events and global tariffs impacting the wider economy, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and at least twelve months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Auditor

During the year, under Section 519 of the UK Companies Act 2006, the Group's previous auditors BDO LLP ceased to hold office as auditors of the Group due to expiration of the term of office as their 20 years' maximum tenure had been reached.

At the Annual General Meeting held on 29 July 2025, the Group proposed a resolution to appoint HaysMac LLP as auditors of the Company for the year ending 31 March 2026. This was accepted by the shareholders and the resolution was passed.

A positive statement was registered by BDO with Companies House under Section 519 of the UK Companies Act 2006 confirming that there were no matters that needed to be brought to the attention of members or creditors of the Company.

The Board of Directors are of the opinion that HaysMac are a suitable fit for the business.

Environment and greenhouse gas reporting

Carbon dioxide emissions data is contained in the Corporate social responsibility section of the Strategic report.

Statement of Directors' responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements and have elected to prepare the Parent Company financial statements in accordance with UK adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss for the Group and Parent Company for that period.

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;

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

· prepare a directors' report, a strategic report and directors' remuneration report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the Group's performance, business model and strategy.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Post balance sheet events and future developments

There are no post balance sheet events.

Details of the Group's business activities and the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 1 to 18.

Other

There are no branches opened or employees working outside of the United Kingdom subsequent to the year end.

There have been no purchases of own shares subsequent to the year end.

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

· The financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Parent Company.

· The annual report includes a fair review of the development and performance of the business and the financial position of the Group and Parent Company, together with a description of the principal risks and uncertainties that they face.

By order of the Board

James McDonald

Company Secretary

19 June 2026

Corporate Governance report

The Board has considered the principles and provisions of the UK Corporate Governance Code 2024 ("the Code") applicable for this financial period. The changes made in the revised Code attempt to improve corporate governance processes and encourage companies to demonstrate how good governance contributes to the achievement of long-term success for stakeholders. The Group keep governance matters under constant review. Despite the changes in the Code requiring a review of processes, there has not been a requirement to make fundamental changes to strategy or working practices.

The following statement sets out the Group's application of the principles of the Code and the extent of compliance with the Code's provisions, made in accordance with the requirements of the Listing Rules.

The Board

The Board is responsible for the long-term and sustainable success of the business, and considers all opportunities and risks as set out in the principal risks and uncertainties on page 6. Further, the Board considers how good governance can assist in promoting the delivery of the strategy, by reference to strong stakeholder engagement. Details of how the Board drive this engagement can be found within the S172 statement on page 7.

The Directors who held office during the financial year were:

Executive Directors

Independent non-Executive Directors

Current directorships are as follows:

Dr John Rigg is Chairman. He is a Chartered Accountant. He was a founder of Marcol Group Plc and was its Managing Director from 1983 until 1988. Marcol was floated on the Unlisted Securities Market in 1987. He was Chairman of Vega Group plc from 1989 until 1996, holding the post of Chief Executive for much of this period. Vega floated on the main market in 1992. He was a founder shareholder of Triad and served as the Chairman of the Company from 1988 up to just before its flotation in 1996, when he resigned to develop new business interests overseas. He was appointed as non-Executive Chairman in June 1999: in May 2004 he became part-time Executive Chairman.

Adrian Leer is Managing Director. He was appointed to the Board on 3 March 2015. He initially joined Triad in 2009 in a consultative capacity, providing advice to the business regarding its fledgling geospatial product, Zubed, and helping to secure significant wins with major clients. In 2010, he became General Manager of Zubed Geospatial. Adrian became Commercial Director of Triad Consulting & Solutions in 2012.

Tim Eckes is Client Services Director. He was appointed to the Board on 1 January 2020. Tim Eckes joined Triad in 1991 as a graduate software engineer before moving into a number of technical and commercial roles. He has multi-sector experience, having been involved in engagements across finance, telecoms, travel and central government. In 5 years preceding his appointment to the Board, as Managing Consultant he played a significant role in growing the business, through the development of long lasting and profitable relationships with key clients.

Charlotte Rigg is Deputy Executive Chairman and was appointed to this position on 1 June 2023. She was appointed to the Board as non-Executive Director on 1 January 2020. On 1 November 2024 Charlotte was appointed to the position of Chairman of the Audit Committee. Charlotte Rigg's experience is both extensive and diverse. Over the last 25 years she has built an internationally recognised stud farm and runs a sizeable upland grazing farm in Cumbria where the stud is based. In addition, Charlotte runs a successful and expanding investment property portfolio which has been established for over 20 years.

James McDonald is Finance Director and was appointed to the Board on 16 June 2020. He joined the Company in February 2020 and, in March 2020, assumed the position of Company Secretary and acting Finance Director. He is a Chartered Certified Accountant and has previously held a senior finance position at Foxtons Group plc, prior to which he was Group Finance Director and Company Secretary at Brook Street Bureau Plc. He qualified with EY in London.

Alison Lander is a non-Executive Director and was appointed to this position on 1 June 2023 and appointed Chairman of the Remuneration Committee of 1 November 2024. She is a science graduate with many years' experience of working with blue-chip organisations within the IT sector, including Vickers Shipbuilding, Fokker Space and Triad Group Plc. She has also had a continuous relationship with the Group, assisting the Chairman and Board for over 20 years.

Steve Sanderson is a non-Executive Director. He was appointed non-Executive Director in March 2026. Steve is a Chartered Accountant and returns to the Board as a former non-Executive Director of the Company for many years. Steve has extensive experience at executive director level in the IT services and telecommunications sectors and a background that includes public flotations, plc directorship, fund raising, acquisition and disposal activities. In recent years he served as Finance Director of e2E, a UK space systems and satellite consultancy company acquired by Telespazio UK Ltd in November 2023.

The Board exercises full and effective control of the Group and has a formal schedule of matters specifically reserved to it for decision making, including responsibility for formulating, reviewing and approving Group strategy, budgets and major items of capital expenditure.

Regularly the Board will consider and discuss matters that include, but are not limited to:

· Strategy;

· Shareholder value;

· Financial performance and forecasts;

· Alignment of culture to Group values;

· Employee engagement;

· Human resources; and

· City and compliance matters.

The Executive Chairman, John Rigg, is responsible for the leadership and efficient operation of the Board. This entails ensuring that Board meetings are held in an open manner and allow sufficient time for agenda points to be discussed. It also entails the regular appraisal of each Director, providing feedback and reviewing any training or development needs.

Employee engagement is taken very seriously by the Board, and the need to engage with the workforce is even more important since the onset of the pandemic. Bi-weekly Group-wide communication meetings chaired by the Managing Director take place where there is a forum available for all staff to participate and contribute directly with management. Senior management meet daily to discuss the business and create appropriate communications that predominantly seek to enhance the well-being of staff and look to align Group values to strategy. Further, on-line platforms exist that enable constructive discussions concerning operational delivery and best practice. Given the size of the Group, it is not appropriate to develop any sub-committees for this purpose and direct Group forums encourage all staff to participate without dilution of message.

In a competitive marketplace for talent, the Board ensure further engagement via regular pay reviews and formal staff development processes, which enable training and career aspirations to be discussed along with the facilitation of individual career paths. The Board are firmly of the view that the culture centred around the recruitment and retention of quality staff, their wellbeing, development and future career and remuneration aspirations will drive the strategic aims of the business and drive stakeholder value in the long-term.

The Board meets regularly with senior management to discuss operational matters. The non-Executive Directors must satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust. Following presentations by senior management and a disciplined process of review and challenge by the Board, clear decisions on the policy or strategy are adopted that preserve Group values and are sustainable over the long-term. The responsibility for implementing Board decisions is delegated to management on a structured basis and monitored at subsequent meetings.

During the period under review, and to date, the Executive Chairman has not held any business commitments outside the Group.

Steve Sanderson is the nominated senior independent non-Executive Director. Charlotte Rigg is Deputy Executive Chairman and Alison Lander is a non-Executive Director. All have long-standing experience as company directors and are free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Board benefits from their experience and independence, when they bring their judgement to Board decisions. The Board considers that all continue to remain independent for the reasons stated above.

The Group has a procedure for Directors to take independent professional advice in connection with the affairs of the Group and the discharge of their duties as Directors.

The Board has an Audit Committee, comprised of the Executive Chairman John Rigg, Deputy Executive Chairman Charlotte Rigg and the independent non-Executive Directors, Alison Lander and Steve Sanderson. The Committee is chaired by Steve Sanderson.

The Board has a Remuneration Committee, comprised of the Executive Chairman John Rigg, Deputy Executive Chairman Charlotte Rigg and the independent non-Executive Director Alison Lander. No third-party advisors have a position on the committee or have provided services to the Committee during the year. The Committee is chaired by Alison Lander.

The following table shows the attendance of Directors at scheduled meetings of the Board and Audit and Remuneration Committees during the year ended 31 March 2026 and shows that the Board are able to allocate sufficient time to the Company to discharge their responsibilities effectively.

Audit Committee

The members of the Audit Committee are shown above.

The Board believe that during the year, John Rigg, a Chartered Accountant with broad experience of the IT industry, Chris Duckworth, with many years of experience in senior finance positions in listed companies (left the Board 28 February 2026), Charlotte Rigg with many years of business and sector experience and Alison Lander, who has a qualification in ESG, originally joined the Committee to reflect the increasing non-financial disclosures required for compliance with listing rules, particularly sustainability and climate change, have recent and relevant financial experience, as required by the Code. In February 2026 Chris Duckworth resigned from the Company. Steve Sanderson, a Chartered Accountant with many years of relevant experience in listed companies including previously holding the position of non-Executive Director with Triad Group, was appointed to the Board and the Audit Committee in March and became Chairman of the Committee on 31 March 2026. The Board believe that Steve's appointment has significantly strengthened the Committee.

The Audit Committee is responsible for reviewing the Group's annual and interim financial statements and other announcements, the effectiveness of the external audit and to ensure the financial reports are fair, balanced and understandable. It is also responsible for reviewing the Group's internal financial controls and its internal control and risk management systems. It considers the appointment and fees of the external auditor, their independence and discusses the audit scope and findings arising from audits. The Committee is also responsible for assessing the Group's need for an internal audit function, and where there is not one, considering annually whether there is a need and making a recommendation to the Board.

Consideration of significant issues in relation to the financial statements

The Audit Committee has considered the following significant issues in relation to the preparation of these financial statements:

Revenue recognition: The Committee has considered revenue recognised in projects during, and active at the end of the financial year to ensure revenue has been recognised correctly. Furthermore, the Committee has also assessed whether the Group is acting as agent or principal in a transaction.

IFRS 16 'Leases': The Committee has considered the accounting treatment with respect to the critical accounting estimates.

Dilapidations provisions: The Committee has considered the accounting treatment with respect to the critical accounting estimates.

Going concern: The Committee has reviewed budgets and cash flow projections, taking into account working capital facilities available to the Group, to ensure the going concern basis of preparation of the results remains appropriate.

Deferred tax: The Committee has reviewed budgets and taxable profits expectations and the likelihood that deductions from taxable profits and tax losses brought forward will be utilised against these profits.

Restricted Stock Units (RSUs): The Committee has considered all matters with respect to the vesting of the 2022 RSU awards and subsequent issue of new ordinary share capital, the tax liabilities and related assets.

Meetings with auditor and senior finance team

Members of the Audit Committee met with the senior finance team in advance of their meeting with the auditor, prior to commencement of the year-end audit to discuss;

· Audit scope, strategy and objectives

· Key audit and accounting matters

· Independence and audit fee

A meeting was held prior to the completion of the audit with the senior finance team and the auditor to assess the effectiveness of the audit and discuss audit findings.

Effectiveness of external audit process

The Committee conducts an annual review of the effectiveness of the annual report process. Inputs into the review include feedback from the finance team, planning and scope of the audit process and identification of risk, the execution of the audit, communication by the auditor with the Committee, how the audit adds value and a review of auditor independence and objectivity. Feedback is provided to the external auditor and management by the Committee, with any actions reviewed by the Committee.

Auditor independence and objectivity

The Committee has procedures in place to ensure that independence and objectivity is not impaired. These include restrictions on the types of services which the external auditor can provide, in line with the FRC Ethical Standards on Auditing. The external auditor has safeguards in place to ensure that objectivity and independence is maintained and the Committee regularly reviews independence taking into consideration relevant UK professional and regulatory requirements. The external auditor is required to rotate the audit partner responsible for the Group audit every five years.

Non-audit fees

During the year the Group did not engage its auditor for any non-audit work.

The Committee is responsible for reviewing any non-audit work to ensure it is permissible under UK audit regulations and that fees charged are justified, thus ensuring auditor independence is preserved.

Appointment of external auditor

Mandatory rotation of the auditor BDO LLP was required for the year ending 31 March 2026. HaysMac LLP was appointed external auditor in 2025 following a tendering process and approval by the shareholders at the AGM held in July 2025.

HaysMac LLP has confirmed to the Committee that they remain independent and have maintained internal safeguards to ensure that the objectivity of the engagement partner and audit staff is not impaired.

Internal audit

The Audit Committee has considered the need for a separate internal audit function this year but does not consider it appropriate in view of the size of the Group. The Group is certified to ISO 9001:2015, ISO 27001:2022 and ISO 14001:2015.

Internal controls and risk management

The Board has applied the internal control and risk management provisions of the Code by establishing a continuous process for identifying, evaluating and managing the significant and emerging risks faced by the Group. The Board regularly reviews the process (see principal risks and uncertainties, page 6) which has been in place from the start of the year to the date of approval of this report and which is in accordance with FRC guidance on risk management, internal control and related financial and business reporting. The Board is responsible for the Group's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against misstatement or loss.

In compliance with the Code, the Audit Committee regularly reviews the effectiveness of the Group's systems of internal financial control and risk management. The Board's monitoring covers all controls, including financial, operational and compliance controls and risk management. It is based principally on reviewing reports from management normally via Board meetings to consider whether significant weaknesses and risks are effectively managed and, if applicable, considering the need for more extensive monitoring.

The Board has also performed a specific assessment for the purpose of this annual report. This assessment considers all significant aspects of internal control and risk management arising during the period covered by the report.

The key elements of the internal control and risk management systems are described below:

· Clearly documented procedures contained in a series of manuals covering Group operations and management, which are subject to internal project audit and external audit as well as regular Board review.

· The Group's controls include appropriate segregation of duties which are embedded in the organisation.

· The Group has a formal process for planning, reporting and reviewing financial performance against strategy, budgets, forecasts and on a weekly, monthly, bi-annual and annual basis.

· An appropriate budgeting process where the business prepares budgets for the coming year, which are approved by the Board.

· Close involvement in the day-to-day management of the business by the Executive Directors.

· Regular meetings between the Executive Chairman, Executive Directors and senior managers to discuss and monitor potential risks to the business, and to implement mitigation plans to address them.

UK Corporate Governance Code Provision 29

The enhanced material controls monitoring and assessment requirements under provision 29 of the 2024 UK Corporate Governance Code apply to the Company for the year ended 31 March 2027. During 2026, the Committee commenced preparation for the process by which material controls will be identified and their effectiveness assessed. Management will conclude on a proposed process and timetables for a practical and hands-on review of processes by the Committee and to be reported to the Board.

Remuneration Committee

The Remuneration Committee is responsible for setting remuneration for Executive Directors and the Chairman in accordance with the remuneration policy below. In addition, the Committee is responsible for recommending and monitoring the level and structure of remuneration for senior management.

The Group's Remuneration Committee is authorised to take appropriate counsel to enable it to discharge its duty to make recommendations to the Board in respect of all aspects of the remuneration package of Directors. The Committee also takes into account the general workforce remuneration awards when setting Director remuneration.

The Directors' remuneration report can be found on page 32.

Whistleblowing

The Board operates means for the workforce to raise concerns in confidence and these arrangements are routinely reviewed. Staff may contact the senior independent non-Executive Director, in confidence via the whistleblowing helpline, to raise genuine concerns of possible improprieties in financial reporting, or employee related matters.

Board evaluation

Board members are made fully aware of their duties and responsibilities as Directors of listed companies and are supported in understanding and applying these by established and more experienced Directors. The Executive Chairman continuously evaluates the ability of the Board to perform its duties and recognises the strengths and addresses any weaknesses of the Board. In addition, training is available for any Director at the Group's expense should the Board consider it appropriate in the interests of the Group.

Relations with shareholders

Substantial time and effort is spent by Board members on meetings with and presentations to existing and prospective investors. The views of shareholders derived from such meetings are disseminated by the Chairman to other Board members.

Private shareholders are invited to attend and participate at the Annual General Meeting.

Terms of reference

The terms of reference of the Audit and Remuneration Committees are available on request from the Company Secretary.

Statement of compliance

The Board considers that it has been compliant with the provisions of the Code for the whole of the period, except as detailed below:

By order of the Board

James McDonald

Company Secretary

19 June 2026

Directors' remuneration report

On the following pages we set out the remuneration report for the year ended 31 March 2026. The members of the Remuneration Committee are shown in the Corporate Governance report on page 24.

This report has been prepared in accordance with the Companies Act 2006 and is split into two sections as follows;

1. The Directors' remuneration policy.

2. The Annual report on remuneration. This will be subject to an advisory shareholder vote at this year's Annual General Meeting.

During the year the Committee carefully reviewed Directors' remuneration. Given the continued positive trajectory under strong strategic and operational guidance, the Committee awarded salary increases to the Board that would be effective in the next financial year.

Directors' remuneration policy

The remuneration policy sets out the framework within which the Company remunerates its Directors. The Company's remuneration report was put to a shareholder vote at the 2025 Annual General Meeting of the Company and was approved via a poll by 57% of shareholders with 1,300 votes withheld. See page 19 of the Directors' report for further details of voting rights.

The Committee welcomed the approval of the shareholders, which represented 28% of the total shareholding. The Committee aims to align meaningful remuneration with Group financial performance by taking into account the difficult trading environment, and to ensure the long-term health of the business. The performance of the Directors has been deemed by the Committee to be more than satisfactory, with progression on key strategic objectives and a return to profitability.

The Committee therefore concludes that the remuneration is fair and appropriate but will continue to seek shareholder feedback.

The remuneration policy will be put to a shareholder vote every three years unless any changes to the policy are proposed before then.

The Committee intends to implement the Directors' remuneration for the following year as agreed at the 2025 Annual General Meeting. The Policy agreed by the shareholders is as follows:

 Policy table - Executive Directors

The Remuneration Committee have the sole discretion to interpret the policy above and to award shares in line with the policy. The Company currently operates 2 schemes (see note 21):

· Shares under the Share Option Scheme - EMI Share Option Scheme

· Employee Share Incentive Plan - Restricted Stock Units (RSUs)

There are no contractual entitlements for any Director to receive an award annually or otherwise. Restricted stock units (RSUs) were awarded to the Executive Directors under the Plan in 2022 (see page 40).

The Group does not believe that a performance related annual cash bonus is appropriate at the present time and that solely equity-based incentives are a more appropriate mechanism for incentivising, rewarding and retaining Executive Directors.

Shareholding Guidelines

The Remuneration Committee is introducing shareholding guidelines in order to encourage a build-up of shares over time for the Executive Directors.

Whilst there is no formal requirement beyond the 2 year post-vesting holding period, the Remuneration Committee expects that under normal circumstances, a substantial portion of shares earned from incentive arrangements will continue to be held by the Executive Directors in the longer term.

Policy table - non-Executive Directors

The remuneration of the non-Executive Directors is agreed by the Board. However, no Director is involved in deciding their own remuneration.

Malus and Clawback provisions

The Plan contains malus and clawback provisions which may trigger in exceptional circumstances and which include:

· material misstatement of company accounts;

· fraud, gross misconduct or misbehaviour;

· materially mistaken, misrepresented or incorrect information has been used to assess the value of an award;

· an error in assessing or setting performance conditions;

· material reputational damage or

· a downturn in financial performance or corporate failure for which the relevant individual is responsible or has significantly contributed to.

Malus may apply until settlement, and clawback may apply after vesting for up to 2 years, and these provisions allow the Remuneration Committee to recover value delivered in connection with awards and amend or reduce awards in the above circumstances (potentially to nil).

During the year, the Remuneration Committee considered whether any circumstances arose that would warrant the application of malus or clawback and concluded that none were identified.

Discretion

The Remuneration Committee has discretion in several areas of the remuneration policy as set out in this report. The Remuneration Committee may also exercise operational and administrative discretions under relevant plan rules approved by shareholders as set out in those rules. In addition, the Remuneration Committee has the discretion to amend the remuneration policy in respect of minor or administrative matters where it would be, in the opinion of the Remuneration Committee, disproportionate to seek or await shareholder approval.

As noted, the Remuneration Committee reviews all incentive outturns to assess whether they align to the overall performance of the business and the experience of its key stakeholders over the period e.g., shareholders and employees. The Remuneration Committee retains discretion to adjust the formulaic outcome of incentives upwards or downwards to reflect its judgement. Any such exercise of discretion will be disclosed in the relevant annual report.

Pre-existing remuneration arrangements and minor changes

The Remuneration Committee may make remuneration payments outside of the terms of this remuneration policy where the terms of the payment were agreed prior to the introduction of this or prior remuneration policies, provided the terms were in line with the remuneration policy in place at that time, or where the terms were agreed prior to the relevant Director being a member of the Board. Any such payments may be satisfied in line with the terms agreed.

Approach to recruitment remuneration

The Group's remuneration policy is to provide remuneration packages which secure and retain management of the highest quality. Therefore, when determining the remuneration packages of new Executive Directors, the Remuneration Committee will structure a package in accordance with the general policy for Executive Directors as shown above. In doing so the Remuneration Committee will consider a number of factors including:

· the salaries and benefits available to Executive Directors of comparable companies;

· the need to ensure Executive Directors' commitment to the continued success of the Group;

· the experience of each Executive Director; and

· the nature and complexity of the work of each Executive Director.

The Remuneration Committee may determine that an initial salary positioning below market is appropriate and in those circumstances, may in the years following appointment award increases greater than levels awarded to the wider workforce in the short-term.

Incentive levels will be in line with the limits for Executive Directors and the structure will be as permissible under the policy.

If applicable, relocation allowances may be made in line with the policy.

The Company may offer to buy out incentives which have been forfeited from a previous employer. Where such awards are made, they will seek to match the value and time horizons of foregone awards and will reflect any performance conditions attached.

The Company will not make any sign-on bonuses or "golden hello" payments when appointing Executive Directors

Directors' service contracts and policy

The details of the Directors' contracts are summarised as follows:

All contracts are for an indefinite period. No contract has any provision for the payment of compensation upon the termination of that contract.

Illustrations of application of remuneration policy

As there are currently no performance related or variable elements of Executive Director remuneration it is not appropriate to prepare illustrations required under the legislation.

Policy on payment for loss of office

The primary principle underpinning the determination of any payments on loss of office is that payments for failure will not be made. Contracts and incentive plan rules have been drafted in such a way that the Remuneration Committee has the necessary powers to ensure this.

It is the Group's policy in relation to Directors' contracts that:

· Executive Directors should have contracts with an indefinite term providing for a maximum of six months' notice by either party.

· non-Executive Directors should have terms of engagement for an indefinite term providing for one month notice by either party.

· there is no provision for termination payments to Directors.

In relation to the Plan, awards will normally lapse for a leaver and the plan rules contain Good Leaver provisions that shall determine the treatment of awards in the following cases:

· death,

· ill-health, injury, disability

· the employing company / business / part of the business being transferred outside of the Group or

· any other reason at the discretion of the Remuneration Committee

In such cases:

· Awards will ordinarily be pro-rated based on time served over the vesting period.

· Vesting will normally occur at the normal time except upon death where vesting may be accelerated.

· Performance conditions shall still apply.

The Remuneration Committee reserves discretion however to determine the exact treatment of awards having due regard to the circumstances at the relevant time.

Consideration of employment conditions elsewhere in the Group

In setting the Executive Directors' remuneration, the Committee takes into account the pay and employment conditions applicable across the Group in the reported period. No consultation has been held with employees in respect of Executive Directors' remuneration.

Consideration of shareholders' views

The Remuneration Committee considers the views of institutional investors and published guidelines of its shareholders when making remuneration decisions. Furthermore, the Remuneration Committee is open to conversations with shareholders on the design of the policy and any remuneration decisions made concerning Executive Directors.

Annual report on remuneration (audited)

Directors' remuneration - single total figure of remuneration

The remuneration of each of the Directors for the period they served as a Director are set out below. Salary sacrifice amounts, deducted from gross salaries, are shown in pensions which also includes the Company contribution:

¹ Adrian Leer's basic salary was increased from £253,000 to £263,120 with effect from 1 May 2025

² Tim Eckes' basic salary was increased from £190,000 to £197,600 with effect from 1 May 2025

³ James McDonald's basic salary was increased from £190,000 to £197,600 with effect from 1 May 2025

⁴ Steve Sanderson's basic salary was £50,000 per annum effective from 2 March 2026

¹ Adrian Leer's basic salary was increased from £220,000 to £253,000 with effect from 1 May 2024

² Tim Eckes' basic salary was increased from £165,000 to £190,000 with effect from 1 May 2024

³ James McDonald's basic salary was increased from £165,000 to £190,000 with effect from 1 May 2024

Other Remuneration

No performance measures or targets were in place for either the year ended 31 March 2026 or any prior financial year, upon which any variable pay elements could become payable during the year.

Benefits in kind include the provision of company car and medical insurance.

Pension includes a 5% employer contribution together with contributions made under an employee salary sacrifice scheme.

Three Directors are members of a money purchase pension scheme into which the Group contributed during the year.

Payments to past Directors

There were no payments to past Directors during the year.

Payment for loss of office

There were no payments for loss of office during the year.

Directors' interests in shares

The Directors who held office at the end of the financial year had the following beneficial interests in the ordinary shares of the Company.

Directors' restricted stock units (RSUs)

On 30 March 2022 the Committee awarded the Executive Directors the following restricted stock units (RSUs) under the Triad Employee Share Incentive Plan:

The Awards would vest if the Board determined that the Market Value of a Share on the third anniversary of the Award Date is equal to or greater than the Market Value of a Share on the Award Date. The market value at the Award Date is 135p. On 28 March 2025, the closest working day to the vesting date, the market value of the shares was 335p and therefore the awards vested.

During the year a total of 60,000 shares were issued and allocated to Adrian Leer, Tim Eckes and James McDonald. These shares were the result of the vesting of 60,000 restricted stock units (RSUs) in March 2025 and each Director received a net number of 26,806 shares, following a transaction to settle all relevant tax liabilities.

During the year ending 31 March 2026 no RSUs vested for each of Adrian Leer, Tim Eckes and James McDonald (2025: 60,000 each). No RSUs were awarded to any Director during the year (2025: nil).

The total share-based payment expense recognised in the year in respect of Directors' RSU share options is nil (2025: £63,216).

Malus, clawback and hold over periods are as per the Plan.

Further details relating to share awards can be found in note 21.

Annual report on remuneration (unaudited)

Performance graph

The following graph shows the Group's performance, measured by total shareholder return, compared with the performance of the FTSE Fledgling Index ("FTSEFI") also measured by total shareholder return ("TSR"). The FTSEFI has been selected for this comparison because it is an index of companies with similar current market capitalisation to Triad Group Plc.

http://www.rns-pdf.londonstockexchange.com/rns/0967J_1-2026-6-19.pdf

Chief Executive remuneration

For the financial year ended 31 March 2026 the salary of the Executive Chairman was £75,000 (2025: £75,000). Employee salaries increased, on average, by 3.6% in the year (2025: 5.1%).

The remuneration paid to the Executive Chairman for the financial years 2017 to 2026 were as follows:

The annual amounts paid above relate to salary only. The Executive Chairman did not receive any discretionary payments during these periods.

Relative importance of spend on pay

The total dividends or other cash distributions to shareholders during the year was £1.2m (2025: £1.0m), see note 10. The total employee remuneration (including Directors) during the year was £16.579m (2025: £13.947m).

Percentage change in Directors' remuneration

The tables below show the change in Directors' remuneration for those that held office during the year, compared to the employees of the Company, where Directors and employees have been employed by Triad for the full relevant financial years (2021: 41 employees, 2022: 43 employees, 2023: 57 employees, 2024: 87 employees, 2025: 95 employees, 2026: 105 employees).

The Group is exempt from disclosing data with respect to the CEO pay ratio due to employee numbers being less than 250.

Consideration of matters related to Directors' remuneration

During the financial year, the Remuneration Committee met on one occasion to discuss Directors' remuneration. No external advice was sought in relation to matters discussed at this meeting.

Alison Lander

Chairman, Remuneration Committee

19 June 2026

Independent auditor's report to the members of Triad Group Plc

Opinion

We have audited the financial statements of Triad Group Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2026 which comprise the Group and Parent Company statements of comprehensive income, Group and Parent Company statements of changes in equity, Group and Parent Company statements of financial position, Group and Parent Company statements of cash flows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards (IFRSs).

In our opinion:

· the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2026 and of the Group's profit for the year then ended;

· the financial statements have been properly prepared in accordance with UK adopted IFRSs; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

An overview of the scope of our audit

As the Group comprises a Parent holding Company and five dormant subsidiaries within the UK, the scope of our work was the full scope audit of the Parent Company. The scope of the audit and our audit strategy was developed by using our audit planning process to obtain and update our understanding of the Group, its activities, its internal control environment, current, and where relevant to our audit, likely future developments in order to identify and assess the risks of material misstatement of the Group financial statements. Our audit testing was informed by this understanding of the Group and accordingly was designed to focus on areas where we assessed there to be significant risks of material misstatement.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and the industry in which it operates. Our audit consisted principally of substantive tests of detail as this was deemed the most efficient and effective way of amassing sufficient reliable audit evidence.

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's ability to continue to adopt the going concern basis of accounting included:

· Discussing management's assessment of the Group's ability to remain a going concern;

· Obtaining and reviewing management's going concern assessment for a period to 30 September 2027 which included the cash flow projections, including sensitivity analysis;

· Performing stress tests including sensitivity analysis to model the effect of changing assumptions made or amending key data used in management's cash flow forecasts and considering the impact on the Group's ability to adopt the going concern basis;

· Scrutinising and challenging the assumptions used in the model to assess for reasonableness and if they are in line with our understanding of the affairs of the Group and audit knowledge; and

· Reviewing the appropriateness of the disclosures on going concern in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's ability to continue as a going concern.

In relation to the Parent Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:

· the overall audit strategy,

· the allocation of resources in the audit; and

· directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In determining the key audit matters we considered the:

· Areas of higher risks of material misstatement or significant risks identified in accordance with ISA (UK) 315

· Significant audit judgements on financial statement line items that involved significant management judgement such as accounting estimates, and

· The impact of significant events and transactions during the period covered by the audit.

The following table summarises the key audit matters we have identified and the rationale for their identification, together with how we responded to each in our audit.

Our application of materiality

The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

Performance materiality - Performance materiality was set at 65% of overall materiality, being £156,000 (FY25: 75% of overall materiality, being £120,000).

Reporting threshold - The reporting threshold to the audit committee was set as 5% of overall materiality, being £12,000 (FY25: 5% of overall materiality, being £8,000). If, in our opinion, differences below this level warranted reporting on qualitative grounds, these would also be reported.

Differences in materiality levels from the previous audit - During the previous year's audit, the overall materiality was set at £160,000 being 0.75% of revenue for the year. In the current year, the increase in the materiality levels is on account of the increase in revenue for the year and the benchmark for overall materiality being set at 1% of revenue for the year, compared to 0.75% used during the previous year.

http://www.rns-pdf.londonstockexchange.com/rns/0967J_2-2026-6-19.pdf

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Corporate Governance Statement

The UK Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group's compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit.

Opinions on other matters prescribed by the Companies Act 2006

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

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

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements;

· the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and

· the information presented in the Corporate Governance statement about internal controls and risk management systems in relation to financial reporting processes is consistent with the financial statements. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Group.

Matters on which we are required to report by exception

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

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

· adequate accounting records have not been kept by the Group, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Company Law, Listing Rules, Financial Conduct Authority Regulations and Corporate Governance rules. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as tax laws.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to management override of controls (including management bias in accounting estimates) and going concern basis of accounting. Audit procedures performed by the engagement team included:

· Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

· The evaluation of management's controls designed to prevent and detect irregularities;

· The identification and review of manual journals, in particular journal entries which shared key risk characteristics;

· The review and challenge of assumptions, estimates and judgements made by management in their recognition of accounting estimates; and

· Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Other matters which we are required to address

Auditor tenure

Following the recommendation of the Board of Directors, with effect from 27 August 2025, we were appointed by the shareholders to audit financial statements for the year ended 31 March 2026 and subsequent financial periods. The period of total uninterrupted engagement of the firm at the date of this audit report is one year.

Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).

Non-audit and other services

No non-audit services or additional services in addition to the audit have been provided and we remained independent of the Company in conducting the audit.

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.

David Cox (Senior Statutory Auditor)

For and on behalf of HaysMac LLP, Statutory Auditors

10 Queen Street Place

London EC4R 1AG

19 June 2026

Statements of comprehensive income

for the year ended 31 March 2026

All amounts relate to continuing activities.

The notes on pages 56 to 77 form part of the financial statements.

Statements of changes in equity for the year ended 31 March 2026

The notes on pages 56 to 77 form part of the financial statements.

Share capital represents the amount subscribed for share capital at nominal value.

The share premium account represents the amount subscribed for share capital in excess of the nominal value.

The capital redemption reserve represents the nominal value of the purchase and cancellation of its own shares by the Company in 2002.

Retained earnings represents the cumulative net gains, share based payment expense (net of tax) and losses recognised in the statement of comprehensive income.

The notes on pages 56 to 77 form part of the financial statements.

Statements of financial position at 31 March 2026

The financial statements on pages 51 to 78 were approved by the Board of Directors and authorised for issue on 19 June 2026 and were signed on its behalf by:

Triad Group Plc is registered in England and Wales with registered number 02285049

The notes on pages 56 to 77 form part of the financial statements.

Statements of cash flows for the year ended 31 March 2026