Kainos Group PLC

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Our shares are listed on the London Stock Exchange (LSE: KNOS). Our expertise spans three divisions: Digital Services, Workday Services and Workday Products. Digital Services Our Digital Services customers face a range of business problems, including the need to improve their customer service, reduce costs and increase productivity. We help them to solve these problems by developing and supporting custom digital service platforms. Our solutions enable customers and their users to work smarter, faster and better, while ensuring the platforms are secure, accessible and cost effective. Workday Services We are a respected partner to Workday Inc. in Europe and North America, providing a comprehensive range of services to support customers deploying Workday’s Finance, HR and Planning products. Our experience in complex deployments means we are trusted to launch, test, expand and support Workday systems. Workday Products We have developed proprietary software products that complement Workday by enhancing our customers’ system security and compliance, and improving their document generation and storage. Over 550 global customers use one or more of our products, with adoption growing rapidly. Our people Our people are central to our success. We have more than 2,800 people in 20 countries across Europe, Asia and the Americas. Find out more You can discover more about us at www.kainos.com. CONTENTS Strategic report 01 Financial highlights 02 Operational highlights 08 Kainos at a glance 10 Chief Executive Ofﬁcer’s statement 14 Our markets 18 Our business model 21 Our strategy 24 Operational review 32 Our environmental, social and governance (ESG) commitments 56 Financial review 59 Key Performance Indicators (KPIs) 60 Risk factors and uncertainties 66 Viability and non-ﬁnancial information Corporate governance 68 Directors’ biographies 70 Corporate Governance Report 75 Nominations Committee Report 78 Audit and Risk Committee Report 83 Directors’ Remuneration Report 92 Annual Report on Remuneration 102 Directors’ Report Financial statements 106 Independent Auditor’s Report to the members of Kainos Group plc 113 Consolidated income statement 113 Consolidated statement of comprehensive income 114 Consolidated statement of ﬁnancial position 115 Consolidated statement of changes in equity 116 Consolidated statement of cash ﬂows 117 Notes to the consolidated ﬁnancial statements 159 Company statement of ﬁnancial position 160 Company statement of changes in equity 161 Notes to the Company ﬁnancial statements 164 Deﬁnition of terms 165 Company information 1 Kainos Annual report 2025 Strategic Report Results in line with revised expectations, with strong growth in Workday Products revenue more than offset by the tough trading environment in our two services divisions • Revenue decreased 4% (-4% organic, -3% ccy) to £367.2 million (2024: £382.4 million). • Adjusted pre-tax proﬁt was 15% lower (-14% ccy) at £65.6 million, including a £5.2 million investment to support our extended Workday partnership (see Operational Highlights). • Adjusted proﬁt margin decreased to 18% (2024: 20%). • Overall bookings fell 10% to £382.4 million (2024: £424.5 million), although activity accelerated in the second half of the year (H1: £179.5 million; H2: £202.9 million). • Year-end contracted backlog rose 3% to £368.2 million (2024: £357.1 million). • Cash conversion of 112% (3) (2024: 98%) contributed to a strong year-end cash position (2) of £133.7 million (2024: £126.0 million), after completing £22.6 million of our £30.0 million share buyback programme. • The share buyback programme completed on 9 May 2025 with a total of 3,993,382 shares bought back for consideration of £30.0 million. • The Board announces intention to launch a further share buyback programme of £30.0 million to be executed over the next six months. Restructuring for growth: global workforce reduced by 7% • In March, we made the difﬁcult decision to reduce our workforce, with 190 people leaving Kainos as part of the organisational changes. • The restructuring programme was driven by the need to create capacity for investment in product development, AI, data, new partnerships, skills development, targeted recruitment and carefully managed international expansion. • The workforce reduction resulted in restructuring costs of £8.4 million in FY25. Most affected colleagues had a leaving date of 4 April 2025. • Approximately two-thirds of the estimated £19 million cost savings will be reinvested in the areas outlined above, with the remainder allocated to staff-related cost increases, including pay rises, higher UK National Insurance contributions, and new hires. 2025 2024 Change Revenue £367.2m £382.4m -4% Statutory proﬁt before tax £48.6m £64.8m -25% Adjusted pre-tax proﬁt (1) £65.6m £77.2m -15% Diluted earnings per share 28.2p 38.6p -27% Adjusted diluted earnings per share 38.3p 46.5p -18% Total dividend per share 28.4p 27.3p +4% Bookings £382.4m £424.5m -10% Product Annual Recurring Revenue (ARR) £72.6m £60.5m +20% Contracted backlog £368.2m £357.1m +3% Cash (2) £133.7m £126.0m +6% (1) The ‘Financial Review’ section reconciles adjusted and statutory proﬁt measures. See also the deﬁnition of terms section for more information on adjusted measures and other key terms and metrics used in this report. (2) Includes £5.4 million (2024: £4.4 million) of treasury deposits which do not meet the deﬁnition of cash and cash equivalents. (3) Excluding the impact of restructuring costs, cash conversion is 103%. FINANCIAL HIGHLIGHTS pages 2 – 7 Kainos Annual report 2025 Strategic Report 2 WORKDAY-RELATED PRODUCTS CONTINUED TO STRONGLY Workday-related products continued to grow strongly and now account for 19% of Group revenue (2024: 15%). Our enhanced partnership with Workday underpins our £100 million 2026 ARR target and our new 2030 target of £200 million. • Workday Products revenue was up 24% (26% organic, 26% ccy) to £71.3 million (2024: £57.3 million), with ARR increasing by 20% (23% ccy) to £72.6 million (2024: £60.5 million). • Growth was driven by strong sales execution across the Smart product suite and the continued success of our Employee Document Management (EDM) product, launched in October 2023. • Our new strategic partnership with Workday, announced in July 2024, incentivises its global sales teams to introduce and co-sell both current and future Kainos- developed Workday products. • We continued to invest in our products and are on schedule to release our ﬁfth product in late 2025, which will help organisations understand and address pay equality issues, with particular focus on the EU Pay Directive that will be adopted by EU member states in 2026. 24% Increase in Workday Products revenue 3 Kainos Annual report 2025 Strategic Report OPERATIONAL HIGHLIGHTS • During the year, we increased research & development investment by 24% to £16.8 million (2024: £13.5 million), all of which was expensed in the period. Sales & marketing spend also rose by 24% to £15.5 million (2024: £12.5 million), including costs relating to the Built on Workday partnership. The multi-year agreement represents an annual investment of £7.8 million, with £5.2 million recognised during FY25 following its activation in July 2024. Digital Services had a subdued year with customers delaying project-related investment • Digital Services revenue decreased by 7% to £197.2 million (2024: £213.1 million). • Public sector revenue declined by 9% to £125.5 million (2024: £138.2 million), reﬂecting the hiatus caused by the UK General Election and the delays in the new government setting out its longer-term plans to save money and increase efﬁciency through the continuing digitisation of government services. • Within the healthcare sector, revenue was up strongly, with 14% growth to £50.6 million (2024: £44.2 million), driven by major digital and data wins with NHS England and UKHSA, alongside continued growth across other arm’s-length bodies and devolved administrations. • Commercial sector revenue continued to be affected by weak economic conditions and was 32% lower at £21.0 million (2024: £30.8 million). £50.6 million Healthcare revenue was up strongly with 14% growth Kainos Annual report 2025 Strategic Report 4 Operational Highlights Continued WE ARE THE PAN-EUROPEAN WORKDAY CONSULTING SPECIALIST Softer market conditions and increased competition affected Workday Services revenue, with opportunity for further international expansion into Asia Paciﬁc • We are the leading pan-European Workday consulting specialist and the eighth largest by certiﬁed consultant numbers globally. We have extended our Workday Services activities to Asia Paciﬁc, winning our ﬁrst contracts in Australia and New Zealand in the second half of the year. • Despite continued strong win rates and high customer satisfaction, lower contract volumes and values – alongside aggressive pricing in some areas due to increased competition from new partners – resulted in a 12% decline in revenue (-10% ccy) to £98.7 million (2024: £112.0 million), with bookings of £84.6 million (2024: £116.5 million). • On a like-for-like basis, revenue was 8% lower, after adjusting prior year revenue for discontinued procurement consulting services associated with Blackline Group, which we acquired in 2022. We ceased providing these services in FY24. 5 Kainos Annual report 2025 Strategic Report We continue to beneﬁt from our geographical breadth, with international markets generating 41% of Group revenue (2024: 39%) • International revenue was in line with last year at £149.9 million (2024: £149.8 million). • Our Workday Products and Workday Services divisions have particularly strong international positions, collectively generating 81% of their revenues from these customers (2024: 81%). Excellent customer service drives customer satisfaction and retention • Our customers continued to rate our services as ’excellent’, with a Net Promoter Score of 70 (4) (2024: 58). • Existing customers generated revenue of £299.4 million (2024: £345.8 million). • Customer numbers increased to 1,094 (2024: 930) (5) . (4) See the deﬁnition of terms for more information on how Net Promoter Score is calculated. (5) We reﬁned the deﬁnition of an active customer during the period (see the deﬁnition of terms) and customer numbers at the period end are therefore not directly comparable to prior periods. £299.4 million Existing customer revenue £149.9 million International revenue was in line with last year OPERATIONAL HIGHLIGHTS Kainos Annual report 2025 Strategic Report 6 Kai nos Annual r epo rt Strategic Report The commitment and engagement of our colleagues underpins our business performance • We have more than 2,800 people (2024: 2,995) across 20 countries, with our employee retention remaining strong at 93% (2024: 93%). • Engagement levels remain high, measuring 75% (2024: 78%) in our internal surveys, and we were ranked 14th in Glassdoor’s ‘50 Best Places To Work in the UK’, up from 32nd in 2024. • As noted earlier, we recently completed a restructuring exercise that directly affected 190 colleagues. We are now focused on internal efforts to strengthen engagement across the organisation. Continued growth in our AI business, with revenues growing 61%, as we help customers harness the potential of AI • Revenues for AI and related projects increased 61% to £41.1 million (2024: £25.6 million) and now represent 21% of our Digital Services revenues. • To date, we have delivered over 250 AI & Data projects across the public, healthcare, and commercial sectors, including 88 in the period. • Since 2018, Kainos has been the 5th largest supplier of AI to the UK Public Sector, with over £61 million in awarded contracts. • We now have more than 250 AI professionals across the organisation, accelerating innovation and delivery for our customers. • We launched a Microsoft AI Centre of Excellence to accelerate customer adoption of AI, building on our Microsoft AI Partner of the Year recognition and deep sector expertise. • Kainos has 3 of the 20 AI solutions available on the Workday Marketplace, reﬂecting our leadership in delivering trusted, Workday-approved innovation. GROWTH IN OUR BUSINESS 61% Increase in revenues for AI and related projects Operational Highlights Continued 7 Kainos Annual report 2025 Strategic Report Current trading and outlook • Following a challenging ﬁrst half of the ﬁnancial year, we are pleased to have delivered against our revised expectations, supported by an improved ﬁnal quarter performance which recorded low single- digit percentage revenue growth. • Looking ahead, we remain conﬁdent in the opportunities for digital transformation, as public, healthcare, and commercial organisations increasingly seek to harness technology – including AI – to improve services for users while reducing the cost of delivery. • While the long-term drivers in our market remain strong, and our near-term performance is supported by a healthy pipeline, a signiﬁcant contracted backlog, and a strong balance sheet, we believe it is prudent to maintain our cautious stance given continued volatility in the global macroeconomic environment. 93% Employee retention remaining strong in 2025 • In considering FY26, we expect the following: – Continued momentum in Workday Products, driven by our Built on Workday partnership, with signiﬁcant progress towards our ARR milestones of £100 million (2026) and £200 million (2030). continued… – Ongoing recovery in Digital Services, led by our public sector and healthcare segments, with the upcoming UK Government Comprehensive Spending Review announcement expected to inﬂuence the timing and pace of future demand. – In Workday Services, market-related pressures are easing, and we are encouraged by signs of recovery and stronger international activity, including recent wins in Australia and New Zealand. • More generally, we continue to see opportunities in smaller but faster- growing areas, including AI, data, low-code development and building custom Workday applications through our Workday Extend capabilities. OPERATIONAL HIGHLIGHTS Digital Services 54% of Group total 5-year growth: 5% CAGR Workday Services 27% of Group total 5-year growth: 19% CAGR Workday Products 19% of Group total 5-year growth: 31% CAGR £71.3m £197.2m £98.7m Revenue by operating division FY25 2 0 2 5 Digital Services Our Digital Services division helps our customers to solve their business problems by using technology, enabling them and their users to work smarter, faster and better. Digital Services engagements are often large, complex and critical for our customers. We work collaboratively with them to create innovative and transformative solutions that are secure, accessible, cost-effective and take a user-ﬁrst approach. We enable customers to utilise their data to drive better decision-making, leverage the beneﬁts of public cloud and, increasingly, of AI. In the public sector, we have delivered projects helping more than 60 million users, while saving our customers hundreds of millions of pounds. Our projects for customers such as HM Passport Ofﬁce are part of the UK’s national IT infrastructure. In the commercial sector, customers trust us to provide digital transformation programmes that evolve their services, deliver efﬁciencies, increase their capabilities and future-proof their businesses. In healthcare, we help providers deliver a service that is faster, more cost-effective and patient-centric. We deliver services to over 120 customers, including the Open University, the government of Ontario, Rolls-Royce, the Crown Prosecution Service, Royal London Asset Management and Arqiva. Workday Services Workday Services helps forward-thinking organisations to deploy Workday’s software, to organise their staff efﬁciently and support their ﬁnancial reporting requirements. These customers are often large and international, which is why we have teams in 20 countries. We provide a comprehensive range of services to support customers in their adoption and utilisation of Workday’s software suite. Our expertise spans consulting, project management, integration and post-deployment services. Kainos ﬁrst engaged with Workday in 2009 and was appointed as a partner in 2011, making us one of the most experienced participants in Workday’s partner ecosystem. From the UK, we have grown to be the largest Workday partner in Europe and our reach is now global, with 75% of our projects being undertaken for clients in Central Europe and North America. With over 500 customers worldwide, we are proud to work with organisations such as Kion Group (Germany), Triumf (Canada), Novozymes (Denmark), Kone (Finland), ASOS plc (UK), Takeaway.com (Netherlands), CoMade (Australia) and Trintech (USA). Our operating divisions Kainos Annual report 2024 8 Strategic Report Our purpose Our purpose is to help our customers with their most challenging projects and, together with our partners, help them build the capability to succeed in the digital age. KAINOS AT A GLANCE Workday Products Our Workday Products help customers safeguard and improve their Workday systems, complementing Workday’s innovative Finance, HR and Planning suite. We currently have four products, of which three sit within the Smart Suite: • Smart Test (launched in 2014) is the leading platform for Workday customers to automatically test and verify that their unique Workday conﬁguration is operating effectively. • Smart Audit (2021) is a compliance-monitoring tool that allows Workday customers to maintain operational security controls across their Workday environments. • Smart Shield (2022) is a data-masking tool that ensures sensitive data remains controlled when Workday environments are made available to broader internal or external teams. Our most recent product, EDM (2023), improves the experience of generating and storing documents inside Workday, while supporting an organisation’s global compliance requirements. We are on schedule to release our ﬁfth product in late 2025, which will help organisations understand and address pay equality issues, with particular focus on the EU Pay Directive which will be adopted by EU member states in 2026. These tools are implemented as cloud-based Software as a Service (SaaS) solutions and customers access them on a subscription basis. Over 550 customers use at least one of our products, including AT&T (USA), State of Oregon (USA), Booking.com (Netherlands), Whole Foods (USA) and Netﬂix (USA). In July 2024, we announced a unique strategic partnership with Workday, which incentivises Workday’s sales teams across North America, Europe and Asia Paciﬁc to introduce and co-sell our products. Commercial sector Public sector Healthcare UK & Ireland North America Central Europe Rest of World 14% (2024: 12%) 52% (2024: 52%) 34% (2024: 36%) 9% (2024: 11%) 59% (2024: 61%) 31% (2024: 28%) 2 0 2 5 1% (2024: <1%) 2 0 2 5 2 0 2 4 2 0 2 5 2 0 2 4 UK & Ireland Central Europe Americas Rest of World Digital Services Workday Services Workday Products Central Services 14% 68% 15% 2 0 2 5 3% 20% 49% 24% 2 0 2 5 7% Customers by sector (revenue): Customers by region (revenue): People by region: People by division: 1,094 (2024: 930) 70 (2024: 58) 82% (2024: 90%) Our Customers 2,865 (2024: 2,995) 2,796 (2024: 2,953) 93% (2024: 93%) Our People Active customers: Net Promoter Score: Revenue from existing customers: Number of staff and contractors: Number of employed staff: Employee retention: 2 0 2 4 9 Kainos Annual report 2024 Strategic Report 11 OFFICES Antwerp, Belfast, Birmingham, Buenos Aires, Derry, Dublin, Gdańsk, Helsinki, Indianapolis, London and Toronto. Kainos Annual report 2025 Strategic Report 10 CHIEF EXECUTIVE OFFICER’S STATEMENT A challenging year STRONG GROWTH IN SOME AREAS, ALONGSIDE CHALLENGES IN OTHERS 11 Kainos Annual report 2025 Strategic Report Our ﬁnancial results over the past year reﬂect a mixed performance for Kainos – strong growth in some areas, alongside challenges in others. As a result, we recorded our ﬁrst declines in revenue and adjusted proﬁt since 2009. Overall, our revenues fell to £367.2 million, a decrease of 4%, and our adjusted pre-tax proﬁt declined by 15% to £65.6 million. The most signiﬁcant reductions were in the public sector segment of our Digital Services division, reﬂecting the impact of the UK General Election in July 2024; in the commercial sector of Digital Services, where we were affected by weak economic conditions; and in our Workday Services division, where a combination of a subdued economic environment and increased competition led to lower revenues. At the same time, we recorded strong growth in our software- focused Workday Products division, which now accounts for 19% of our overall business, alongside continued growth in the health sector segment of our Digital Services division. Encouragingly, we ended the year positively, recording low single-digit sequential revenue growth in the ﬁnal quarter. We look forward to sustaining this growth in the year ahead. Restructuring for growth In March, we made the difﬁcult decision to reduce our workforce, which directly affected 190 of our colleagues – approximately 7% of our global team. The decision was taken with careful consideration and with a clear focus on the long- term growth opportunities for our business. While we recognise the business necessity of this step, we also acknowledge the signiﬁcant impact it had on 190 colleagues and their families, and on the friends and teammates they leave behind at Kainos. In recent weeks, we have said goodbye to some very talented individuals who have played important roles in our Company. As CEO, I deeply regret that this was necessary. However, I believe it was essential to create the capacity to invest in the high-growth areas of our business – including product development, AI, data, automation, new partnerships, skills development, targeted recruitment and carefully managed international expansion. We have a sense of urgency around these activities and have already mobilised teams, particularly in early-stage opportunities in Cyber AI and Agentic AI. Supporting our customers The combination of our mixed business performance and a signiﬁcant restructuring could have diverted focus from the critical work of supporting our customers. However, our teams’ continued commitment and professionalism ensured that they continued to deliver successfully. This is reﬂected in our Net Promoter Score increasing from 58 to 70 – a rating classiﬁed as ‘excellent’. During the year, we continued to support our existing customers – who account for 82% of our work – while also acquiring new ones. Total customer numbers increased from 930 to 1,094. We view this as an encouraging indicator of future opportunity, underpinned by our strong track record of building long-term, trusted relationships that often span multiple programmes of work with our customers. Our customers continue to actively experiment with AI, and we supported this through 88 separate engagements over the year – averaging nearly two per week. Our largest AI projects have been in the UK public sector, where we are the ﬁfth-largest AI supplier, and we are focused on replicating that success across our healthcare and commercial client base. Many of our customers are global organisations, and they continue to navigate an economic landscape inﬂuenced by US tariffs and international responses, which contribute to ongoing uncertainty. We expect this to remain a recurring theme throughout 2025. As their partners, our role is to support them as they respond to these changing circumstances. For many, this will involve maintaining investment in critical transformation programmes; for others, it may mean reducing technology expenditure in response to shifting business priorities. Changes for our customers will require us to be agile in how we manage our own business. As a result, we have strengthened our internal processes to ensure we can act quickly and effectively when needed. We are excited about the opportunity for our Workday Products division. Brendan Mooney Chief Executive Ofﬁcer “ Kainos Annual report 2025 Strategic Report 12 Workday Products Our standout performance came from Workday Products, with revenue increasing by 24% to £71.3 million, as we made strong progress towards our initial ARR target of £100 million by the end of 2026. We reached £72.6 million in ARR at the end of March 2025. We continued to invest in our product portfolio. In addition to advancing our existing products, we remain on track to launch our ﬁfth product at the end of 2025, designed to help organisations understand and address pay equality issues, with particular focus on the EU Pay Directive which will be adopted by EU member states in 2026. During the year, our research & development investment increased by 24% to £16.8 million, all of which was expensed in the period. We also deepened our relationship with Workday through our Built on Workday agreement – a new strategic partnership announced in July 2024. This agreement incentivises Workday’s global sales teams to introduce and co-sell Kainos-developed products. The multi-year agreement represents an annual investment of £7.8 million, with £5.2 million recognised during FY25 following its activation in July 2024. We believe this agreement will enhance our access to Workday’s base of more than 11,000 customers, reduce sales cycle times, and improve win rates. As we continue to mobilise the partnership, we are conﬁdent it will be a signiﬁcant contributor toward our long-term target of achieving £200 million in ARR by the end of 2030. Digital Services Our Digital Services division recorded a reduction in revenue of 7% to £197.2 million. The largest reduction occurred in the public sector, reﬂecting the hiatus caused by the UK General Election. This was accompanied by reductions in project-related expenditure among our commercial sector clients. In contrast, we recorded strong growth among our healthcare clients, primarily consisting of departments, agencies and arm’s-length bodies within the NHS. Over the last months, the UK Government has published a series of papers – most notably the ‘State of Digital Government Review’ – which highlight the importance of digital transformation in driving public sector and public service reform. Against this positive backdrop, we look forward to the publication of the Comprehensive Spending Review, expected in spring 2025, which will provide clarity on spending limits across all departments and allow our customers to plan their digital transformation projects. We continue to make excellent progress in expanding our Digital Services activity in North America, primarily in Canada. Revenues from our engagements in the region have grown to £8.9 million – an increase of 71%. While still a modest share of our overall Digital Services revenue, the pace of progress is highly encouraging. Workday Services We also experienced challenges in our Workday Services division, as softer market conditions and increased competition affected our revenues, which declined by 12% (8% on a like-for-like basis) to £98.7 million. Most of our Workday Services customers operate in the commercial sector and typically have a global footprint. As such, they are highly responsive to changes in the economic environment and have actively managed their technology investments in response. As a result, both the number and value of contracts have been lower than in previous years. In addition, the number of accredited Workday partners increased from approximately 60 to over 100 during the year. This has led to more aggressive pricing from some competitors as they seek to establish a presence in the market. Chief Executive Ofﬁcer’s Statement Continued £71.3 million Workday Products revenue increasing by 24% in 2025 13 Kainos Annual report 2025 Strategic Report While we expect some easing of these headwinds in the year ahead, we believe our destiny remains in our own hands – drawing on our deep Workday experience, strong delivery reputation, and innovation capability to differentiate ourselves in this more competitive landscape. Being a responsible business We remain a carbon neutral organisation and, while we made further progress during the year, we have not yet reached our goal of achieving carbon net zero. Our carbon reduction programme continues to deliver results, with a further 15% reduction in Scope 1, 2 and full Scope 3 emissions compared to last year. Since the start of the programme in 2020, we have more than halved our carbon intensity – from 7.3 to 3.3 tonnes of CO2e per employee. The tech industry continues to face a diversity challenge, with only 29% of UK tech roles held by women. At Kainos, we are encouraged by our further progress, with women now representing 36% of our workforce (2024: 35%). But real change starts earlier, with just 3% of young women who currently consider tech as their preferred career, which is why we are proud that 1,462 young women, out of over 3,000 participants, took part in our outreach programmes this year. Board changes At our AGM in September 2024, Tom Burnet and Andy Malpass completed their terms as Non-Executive Directors on the Kainos Board, having most recently served as Chair and Senior Independent Director, respectively. We extend our sincere thanks to Tom and Andy for their signiﬁcant contributions during their time on the Board. At the same meeting, Rosaleen Blair was appointed Chair of the Board, and James Kidd was appointed Senior Independent Director. In December 2024, Russell Sloan stepped down as CEO of Kainos. I would like to place on record my thanks – and that of the entire Kainos team – for Russell’s leadership as CEO and his outstanding contribution over a 25-year career with the Company. Following the completion of Russell’s term as CEO, I was appointed to succeed him in the role. An improving outlook, but caution remains The broader economic environment remains uncertain, with volatility in global trading arrangements providing an unwelcome backdrop to our plans for the year ahead. Despite this, we remain positive. The UK Government continues to prioritise digital transformation and AI as a way of improving public services and reducing delivery costs. The election-related hiatus is now receding, and the upcoming Comprehensive Spending Review is expected to provide greater clarity for departments around future spending plans. We are conﬁdent in our ability to improve our performance in the Workday consulting marketplace, drawing on our signiﬁcant product experience, strong delivery reputation and innovation capability to differentiate ourselves in a more competitive landscape. With renewed international expansion – most notably in Australia and New Zealand – and increasing demand for Workday-adjacent services, we see growth opportunities ahead in this market. The established trajectory of our Workday Products division, underpinned by the strength of our Built on Workday partnership, means we are on track to achieve £100 million in ARR by the end of 2026. We look forward to launching our ﬁfth product later this year, designed to help customers address their enhanced pay transparency requirements. The potential for long-term growth across our market segments is clear, and we are excited by the opportunities that lie ahead. As we move forward, we must ﬁrst navigate the short-term uncertainty created by the global economic backdrop – but we do so from a position of strength, supported by a healthy pipeline, a signiﬁcant contracted backlog, and a strong balance sheet. Thank-you I would like to express my appreciation to our customers and colleagues for their ongoing support. We are grateful for the trust and conﬁdence our customers continue to place in Kainos, and thankful for the engagement and commitment our colleagues have shown throughout the year. Thank-you. Brendan Mooney Chief Executive Ofﬁcer With renewed international expansion – most notably in Australia and New Zealand – and increasing demand for Workday-adjacent services, we see growth opportunities ahead in this market. Brendan Mooney Chief Executive Ofﬁcer “ Kainos Annual report 2025 Strategic Report 14 Demand for digital transformation by building bespoke systems The UK Government is facing immense pressure to cut costs while improving public services. In January 2025, the government published its State of Digital Government Review, which shows both the scale of the opportunity and the challenges. Among the review’s key ﬁndings were that: • Full digitalisation of public services could save more than £45 billion a year through reduced costs and increased productivity, making digitisation the most powerful lever available to drive public service reform. • The average UK adult citizen spends a week and a half every year dealing with government bureaucracy. Services are under-digitised, with nearly half of central government and NHS services lacking a digital pathway. Even when services are superﬁcially digitised, there is often a very high level of manual processing. For example, HMRC still handles around 100,000 calls per day, while DVLA processes 45,000 letters daily. Not surprisingly, satisfaction with public services is falling, from 79% to 68% over the last decade. • Digital delivery creates policy success, with a key recent example being the digital-ﬁrst approach to the Home Ofﬁce’s EU Settlement Scheme, which automated residency veriﬁcation for 6 million people in record time. • Legacy technology presents a signiﬁcant risk, with critical services depending on technology that is decades old, unreliable and exposes the public to high cyber security threats. The UK Government is intending to publish the ﬁnal part of its 2025 Spending Review in late spring 2025. This will set budgets for government departments, as part of which they will be expected to make better use of technology to reform public services. While we await the detail of the Spending Review, it is clear that the government is committed to substantial investment in technology in the coming years, underpinning our conﬁdence in this market. In the commercial sector, UK businesses spend more than three times as much on technology as the public sector. We therefore see a substantial opportunity for us in the longer-term. Businesses have similar pressures to the public sector, as they look to reduce costs, improve productivity and deliver better outcomes for their customers and employees. The NHS is our principal healthcare client. The scale and complexity of its operating environment has resulted in under- investment in technology and digitisation will be a necessary part of delivering better outcomes for patients, which is a key priority for the new government. However, in the short-term we expect some disruption in this market following the government’s announcement in March 2025 that it intended to abolish NHS England and bring the English health service back under government control over the next two years. Powerful long-term trends are driving demand for our services. We have designed our strategy to take advantage of these trends, giving us conﬁdence in our growth prospects. See Our Strategy section for more information. OUR MARKETS TREND 1 pages 21-23 15 Kainos Annual report 2025 Strategic Report How we are responding We remain focused on supporting our existing clients as they deliver their ambitious multi-year digital transformation programmes, while securing new business wins across the public and healthcare sectors. We will continue to augment our existing client activity by securing new customers, who are typically at the start of their transformation journey. These engagements are generally smaller pieces of work, which allow us to establish strong customer relationships through successful delivery, secure further projects with them and grow our revenues over time. 28 % IT systems in central government estimated to be dependent on decades-old legacy technology 100,000 Calls received by HMRC every day which could potentially be digitised Digitisation is the most powerful lever available to drive public sector and service reform. State of Digital Government Review, published January 2025 “ £26 billion Annual spend on technology by the UK public sector Kainos Annual report 2025 Strategic Report 16 Our Markets Continued Demand for digital transformation by implementing Workday We have an outstanding relationship with Workday and its success in attracting new customers is a key driver for our Workday Services division. Workday continues to grow rapidly, with its most recent results to 31 January 2025 showing revenue rising by 16.4% to $8.4 billion (6) . Workday is now used by more than 11,000 customers globally. The rapid uptake of Workday’s product reﬂects its competitive advantages. Workday’s primary competition, Oracle and SAP, have software that has its heritage ﬁrmly rooted in the 1970s. Workday, launched in 2005, is built to operate as a SaaS suite of applications that are cloud-based, mobile-ﬁrst and reﬂect the way modern organisations want to manage their employees and ﬁnances. In addition, weekly updates mean Workday customers are always using the latest version of the software, preventing systems from becoming outdated. While SAP and Oracle both have several thousand implementation partners, Workday has appointed just 114 partners to deploy its software across its customer base, to ensure high-quality project delivery. However, the number of global Workday partners has increased from around 60 to over 100 in the last year, which has resulted in more competition for us and contributed to lower revenues in FY25. Workday is a comprehensive platform, but Workday customers can also require additional solutions to address a unique business requirement, without having to implement another platform to operate alongside Workday. This has created a growing market for software products that enhance Workday’s platform, which we serve through our Workday Products business. TREND 2 11,000 Workday customers worldwide 114 Global Workday partners, with Kainos ranked 8th by number of certified consultants How we are responding In Workday Products, we are investing to enhance existing products and develop new ones, while ramping up our unique partnership with Workday. In Workday Services, in addition to supporting Workday implementations for new customers, our strategy includes geographic expansion to access the large and growing base of Workday customers across Europe and particularly in the US. We also aim to take share by winning customers from other Workday partners, as well as continuing to add non-Workday services that create value for our Workday customers and broaden our revenue streams. (6) Workday Annual Results: 2025 Results. 17 Kainos Annual report 2025 Strategic Report Emerging technologies creating new opportunities Technological advances continue to open new possibilities in our markets. For example, artiﬁcial intelligence (including Generative AI), machine learning, intelligent automation and the rapid growth in data all have the potential to change the way that organisations operate and deliver their products and services. TREND 3 Our competitive environment A strong track record of delivery is important for success in all our divisions, underpinning our relationships with existing clients and providing credibility with potential customers. While the competitive environment has generally been stable, with few competitors entering or leaving the market, we have seen an increase in the number of Workday partners, as noted above. As new partners lack a track record, we have seen an increase in competing on price in Workday Services. Digital Services £ 3,263m Addressable market (7) (2024: £3,096 million) Example competitors: Deloitte, Capgemini, BJSS, Atos, Equal Experts, Solirius. Workday Services £1,369m Addressable market (8) (2024: £1,100 million) Example competitors: Strada (formerly Alight), Cognizant, TopBloc, Invisors. Workday Products £900m Smart suite addressable market (9) (2024: £650 million) £700m EDM addressable market (10) (2024: £415 million) Example competitors: Worksoft, Turnkey, Opkey. Our commitment to innovation Innovating is a habit practised throughout the Company 1. Dedicating time and space for innovation 2. Building a culture of curiosity across the business 3. Investing in new ideas and trying new things 4. Partnering for growth and giving back to start-ups 5. Joining the dots and making it all visible The purpose of innovation within Kainos is to ensure that we continue to grow, staying in existing markets whilst ﬁnding new and emerging markets. (7) The size of the digital solutions market in Central (£1,871 million), Health (£374 million), Defence (£828 million), Education (£36 million) and Police (£154 million) sectors for FY25 according to TechMarketView’s Digital Evolution Model. (8) Estimate of total addressable market. (9) Estimated global Workday automated testing market. (10) Estimated global Workday document management market, April 2025. How we are responding We believe new technologies could lead to signiﬁcant new revenue streams for our business in the coming years. We have a structured innovation process for supporting the development of new business concepts and revenue streams. We also invest in understanding early-stage technology developments through our Research team. Ideas from this research will likely form the next cohort of candidates for our innovation process. Further information is provided within the ‘Operational Review, Innovation, research and development’ section of this report. page 31 Kainos Annual report 2025 Strategic Report 18 s o w e c a n h e l p e v e n m o r e W e r e i n v e s t f o r f u r t h e r g r o w t h , I N V E S T M E N T F O R G R O W T H c u s t o m e r s t o s u c c e e d 5 4 F I N A N C I A L A N D N O N - F I N A N C I A L V A L U E C R E A T I O N W e d e l i v e r h i g h - q u a l i t y a n d r e l i a b l e s o l u t i o n s , w h i c h a i m t o c r e a t e v a l u e f o r a l l o u r s t a k e h o l d e r s 3 O U R S O U R C E S O F C O M P E T I T I V E A D V A N T A G E O u r k e y s t r e n g t h s h e l p u s t o d e l i v e r f o r c u s t o m e r s a n d c o m p e t e e f f e c t i v e l y , s o w e c a n a c h i e v e o u r p u r p o s e i n t h e p u b l i c , c o m m e r c i a l a n d h e a l t h c a r e W e i d e n t i f y a n d s e c u r e o p p o r t u n i t i e s H O W W E O P E R A T E s e c t o r s , w h i c h a l i g n w i t h o u r p u r p o s e 2 WHO WE ARE We are a UK-headquartered IT provider with expertise across three divisions: Digital Services, Workday Services and Workday Products 1 H o n e s t D e t e r m i n e d C o o p e r a t i v e O U R V A L U E S : C r e a t i v e R e s p e c t f u l Our purpose is to help our customers with their most challenging projects and, together with our partners, help them build the capability to succeed in the digital age What we do We provide sophisticated IT services to major public sector, commercial and healthcare customers. For more information on our operating divisions, see ‘Kainos at a Glance’ section. OUR BUSINESS MODEL pages 8 – 9 19 Kainos Annual report 2025 Strategic Report How we operate Digital Services In the public and healthcare sectors, our positions on major frameworks and our history of delivery help us to win new projects. These frameworks enable buyers to procure from a list of pre- approved suppliers, with agreed terms and conditions. We are an approved supplier on 29 frameworks, including large multi-year frameworks such as the £1.2 billion Ministry of Defence Digital and IT Professional Services framework, and the £4.2 billion HMRC Digital and Legacy Application Services framework. In the commercial sector, we use practitioner-led sales teams. Our expertise means we are relied on by partners such as Amazon Web Services (AWS) and Microsoft to help solve complex client challenges. Having secured a project, we focus on service design and then build, test and implement the solution. This is often done at pace, with timescales ranging from six to nine months. Major transformational projects have multiple stages, with further functionality or services added over time. Projects can therefore generate revenue quickly and over many years. Once we secure an initial piece of work for a customer, we tend to generate high levels of repeat business across multiple parts of their organisation, as we earn their trust by showing we can solve their problems and, typically, save them money. Workday Services Workday contracts directly with its end customer and typically recommends a shortlist of implementation partners such as Kainos, who then undertake the project directly with the customer. We are usually recommended because of our international presence or our deep knowledge of particular Workday modules. Most customers begin with the Financial, Planning or HCM (HR) modules, then add further modules from Workday’s extensive range over time. This means winning a customer often generates a multi-year revenue stream. We also secure work from existing Workday customers who want to switch from their current partner when implementing the next phase of their system. Workday Products Historically we have gained our product customers through our direct outbound marketing activities, in-person events and referrals from existing customers. Going forward, we expect our partnership with Workday to deliver an increasing level of customer referrals. Typically, a customer will take multiple products from us over time and because our customer satisfaction remains very high, our Net Revenue Retention (NRR) is also very high. Our Workday Products contracts are always direct with the end customer, which allows us to control commercial arrangements and understand the quality of our customer service. This also helps shape our product roadmap, with direct customer feedback providing valuable insight and inspiration for new products that address unmet needs. Our commercial model In both Digital Services and Workday Services, we primarily charge on a time and materials basis for consultancy services. Fees are typically invoiced monthly for work completed. In Workday Products, all products have contracts that are typically three years in duration, with a subscription fee charged annually in advance. Our sources of competitive advantage Our people Our people are the key to our success. We hire the very best experienced talent and bring in young people with potential. We help them to excel by investing in their learning and development and providing interesting and challenging work, on projects that are often of national importance. We have a very low attrition rate, which means many people choose to stay and develop their careers at Kainos. Our reputation We have a strong reputation, based on a long track record of successful delivery for our customers. This reputation is critical for winning new work and for attracting the talent we need. This is demonstrated in Digital Services by our presence on important government frameworks. In Workday Services, we are the leading partner in Europe by number of certiﬁed consultants. Our customer relationships We look for customers who not only want a partner that adds value, but who themselves prioritise long-term cost of ownership over the lowest possible up-front price. In the public and healthcare sectors, we tend to work with customers with a large portfolio of transformation projects, supported by signiﬁcant budgets. A multi-year transformation project is typically up to £30 million in value, while more complex projects can exceed £100 million. Our purpose is to help our customers with their most challenging projects and, together with our partners, help them build the capability to succeed in the digital age. “ Kainos Annual report 2025 Strategic Report 20 Our Workday customers range from small, dynamic companies to some of the world’s largest and most recognisable brands. Our six-monthly customer surveys tell us that we achieve best-in-class customer service, with our Net Promoter Score of 70 being deﬁned as ‘excellent’. This underpins our repeat revenue, with over 80% of our revenue each year coming from existing customers. Our partner relationships We have an excellent relationship with Workday, having been a partner since 2011. Our expanded strategic partnership for Workday Products is the ﬁrst of its kind. We also have strong partnerships with Microsoft and AWS, having worked closely with these market-leading vendors for several years. In addition to our delivery excellence, we are positioned as thought leaders, often serving on their internal advisory panels. With over 90% of the world’s IT expenditure still entrenched in on-premise technology, there is signiﬁcant work to transform organisations to being cloud- enabled. Our intellectual property We have a range of proprietary products, such as our Smart Suite and Employee Document Management for Workday, and we continue to invest in extending their capabilities. Our innovation and research activities also focus on the application of new technology such as AI, machine learning and automation, and we are delivering engagements in these areas. The value we create We create a broad range of ﬁnancial and non-ﬁnancial value for our stakeholders. For our people We provide rewarding, well-paid employment in a dynamic environment, where people can work with colleagues who are often world-class in their ﬁelds. As we grow, we create new opportunities for our people to grow with us. For our customers We help our customers to improve their services, save money and manage their organisation more effectively. For our partners We support Workday’s business growth by successfully implementing its system for its customers. Similarly, we also generate growing volumes of business for Microsoft and AWS as we replace ageing on-premise systems with modern cloud-based services. For our shareholders Long-term growth in revenue and proﬁts, strong cash ﬂow and a capital-light business model support our ability to generate high returns, invest for further growth and pay an attractive dividend to shareholders. For society As a creator of skilled, highly paid work, we are proud to generate tax revenues that support public services. At the same time, we help NHS and public sector customers to make the best use of taxpayers’ money by helping them replace ageing, inefﬁcient, manually intensive systems with more cost-effective modern digital services that are rapidly becoming the preferred way of interaction for citizens and patients. We are also proud of our track record of being a responsible organisation, including our carbon net zero commitments, our work in supporting our communities and our outreach programmes. More details are contained within the ‘Environmental, Social and Governance (ESG) Commitments’ section of this report. Our Business Model Continued Our values: Creative, Cooperative, Determined, Honest and Respectful. “ pages 32 – 55 21 Kainos Annual report 2025 Strategic Report OUR STRATEGY In building for the long-term, we: • expect our international presence to continue to grow; • prefer to grow organically and only acquire businesses in exceptional circumstances, such as when we need to obtain unique skills; and • aim to have a well-balanced business, which is not overly reliant on any one customer, market, region or sector. People Progress in FY25 Priorities for FY26 People are the fundamental component of our strategy. Our long-term success depends on their talent, skill and motivation, and we aspire to provide them with rewarding and fulfilling careers. We recruit high-calibre people from school, college and industry, invest in developing their skills and careers, and strive to be a great employer. Employed 2,865 colleagues at the year-end (2024: 2,995), including 103 early careers colleagues. Invested over 13,000 days (2024: over 12,000 days) of technical and skills development in our people. As a result of our lower trading performance, we reduced our workforce by 190 people across functions and locations, to better match our capacity to current customer demand. Maintain high standards when recruiting new applicants. Ongoing investment in skills and career development of all colleagues in Kainos. Continued to be ranked in the ’50 Best Places to Work in the UK’ by Glassdoor, increasing our ranking from 32nd to 14th. Continued to achieve high levels of employee engagement (75%) (2024: 78%), and high ratings for diversity and inclusion (D&I) (82%) (2024: 83%) and wellbeing (74%) (2024: 77%). Maintain our high levels of employee retention (achieve over 85%). Maintain or improve our scores for employee engagement, D&I and wellbeing. Involved over 3,000 young people and those from under- represented groups in our outreach programmes (2024: over 2,200 young people). Continue to inspire and educate young people and those from under- represented groups for potential careers in IT. Financial KPI Non financial KPI Our ambition is to be a global, independent company operating towards the disruptive end of technology, that will thrive today and for generations. As part of this ambition, we believe that we can achieve long-term growth in revenue, adjusted pre-tax proﬁt and cash ﬂow. We therefore focus on dynamic, higher-growth markets where the talents of our people shine brightest. People Customers Markets The three key pillars of our strategy 1 2 3 1 Kainos Annual report 2025 Strategic Report 22 Markets Progress in FY25 Priorities for FY26 Digital Services Our focus is to: • grow within the public and healthcare sectors, by engaging in ambitious transformation projects across UK Government and the NHS; • repeat our digital transformation success in the UK commercial sector; and • expand internationally, focused initially on Canada where we already have an established Delivery team, have built business development expertise and have an existing Workday Services and Products client base. Public sector revenues decreased by 9% to £125.5 million (2024: £138.2 million). Healthcare revenues increased by 14% to £50.6 million (2024: £44.2 million). Grow our business in both sectors, supporting existing clients and projects, and adding new long-term clients. Commercial sector revenues reduced by 32% to £21.0 million (2024: £30.8 million). Focus on winning smaller engagements, where we can demonstrate our capabilities and start to build a valuable long-term customer relationship. Continued to build our team in Canada to support growth in this market, contributing to a 71% increase in revenue to £8.9 million (2024: £5.2 million). • Continue to build reputation and references in our target international markets. • Continue to build in-region delivery capability, in line with success. Workday Services Our focus is to: • grow in our established markets, as Workday continues to expand within these markets; • gain market share, by replacing incumbent providers to existing Workday customers through a reputation for higher service levels; and • expand internationally, establishing operations in countries with large and growing numbers of Workday customers. Workday Services revenues decreased by 12% to £98.7 million (2024: £112.0 million). Support existing clients and projects, and add new long-term clients in line with capacity. Appointed by approximately 40 customers where earlier phases of the project were undertaken by a different partner. Continue to excel in customer service. International revenues fell by 13% to £74.4 million (2024: £85.6 million). Expanded into Australia and New Zealand markets, delivering ﬁrst projects. Continue to expand international revenues. Increase footprint within Australia and New Zealand. Further expansion in APAC and evaluate expansion into LATAM market. Workday Products Our focus is to: • increase the number of Workday customers who use our software; • ensure high levels of customer satisfaction driving strong NRR; • invest in our existing products and develop additional products within the Workday ecosystem; and • continue to work with Workday to increase the scope and impact of our Built on Workday partnership. Revenues increased by 24% to £71.3 million (2024: £57.3 million). Customer numbers increased to over 550 (2024: 450+) with 198 customers now using more than one of our products. Increase the total number of customers using our software. Increase the adoption of multiple products by each customer. Maintained a high level of NRR, driven by segment NPS of 93% (2024: 97%). Maintain our high levels of customer satisfaction. • Overall investment, spanning product development and sales & marketing, increased by 24% to £32.3 million (2024: £26.0 million). Agreed an enhanced strategic partnership with Workday, to promote our products through its sales teams. • Progressed the development of our fifth product which will help organisations understand and address pay equality issues, which we expect to launch towards the end of 2025. • Ensure that customer adoption and revenues reflect the strong increase in investment. Continue to work with Workday to increase product sales through our new Built on Workday partnership. • Develop and launch one new Workday product. • Consider the development of products for other platforms or extend our existing products to other platforms. Our Strategy Continued 2 Financial KPI Non financial KPI 23 Kainos Annual report 2025 Strategic Report Customers Progress in FY25 Priorities for FY26 Consistently delivering for our customers helps us to build long- lasting, mutually beneficial relationships that will see us thrive as a business. We therefore focus on providing exemplary customer service, which underpins our repeat revenues. • Invested in our customer relationship management system, IT service management to support service levels and self-service, and provided ongoing training. Maintain high levels of customer satisfaction, including through continued investment in training and developing our people. Customer satisfaction level as measured by NPS was 70 (2024: 58), which is regarded as ‘excellent’. Actively monitor client satisfaction through regular surveys and using NPS as the industry-standard metric. Ensure that we maintain high levels of customer satisfaction. New opportunities Progress in FY25 Priorities for FY26 As noted in the previous section, we invest strongly in our Workday Products, both in extending our existing products and developing new products. We also look to develop new opportunities for the other areas of Kainos and have a structured innovation process which helps us identify and promote new ideas that have the potential to become sizeable revenue streams in the future. • In total, 23 ideas were evaluated, with 13 moving to the next stage of development (2024: 46 ideas evaluated and eight moved to next stage). • Maintain idea generation and evaluation activity levels. • Develop current next-stage ideas, seeking to create at least one viable business opportunity. Financial KPI Non financial KPI 3 Kainos Annual report 2025 Strategic Report 24 OPERATIONAL REVIEW Our overall performance Revenue declined by 4% to £367.2 million in FY25 (2024: £382.4 million), with strong growth in Workday Products and the Digital Services healthcare sector more than offset by lower revenues in other parts of Digital Services and in Workday Services. This reﬂects the impact of the UK General Election in the public sector along with the subdued economic environment encouraging customers to defer project- based expenditure. Adjusted pre-tax proﬁt was down by 15% (-14% ccy) to £65.6 million (2024: £77.2 million) generating an 18% margin (2024: 20%). The margin reﬂected our continued disciplined management of our costs and the growth in the higher-margin Workday Products business, offset by lower contributions from the services businesses and the impact of the additional investment we announced in July 2024 to support our enhanced partnership with Workday (see below). Bookings in the year were 10% lower at £382.4 million (2024: £424.5 million). Our contracted backlog increased by 3% to £368.2 million (2024: £357.1 million). As previously guided, we have continued to invest to support the growth in our software products. Research & development investment rose by 24% to £16.8 million (2024: £13.5 million) and our product-related sales & marketing investment (including £5.2 million of Built on Workday partnership costs) was £15.5 million, up 24% (2024: £12.5 million). The total investment in our software products was £32.3 million (2024: £26.0 million), an increase of 24%. We remain highly cash generative and delivered another robust cash performance, with cash conversion in the year of 112% (2024: 98%). At 31 March 2025 we had a cash balance (including treasury deposits) of £133.7 million (2024: £126.0 million), after completing £22.6 million of a £30.0 million share buyback programme. Consistently delivering for our customers is at the heart of our business. EMPLOYEE DOCUMENT MANAGEMENT IN ACTION 25 Kainos Annual report 2025 Strategic Report Workday Products performance Workday Products had another strong year, with growth across all our products. Revenue increased by 24% (26% organic, 26% ccy) to £71.3 million (2024: £57.3 million). In total, more than 550 customers (2024: over 450) now use our products, with about 200 taking multiple products. We are continuing to improve our sales execution and reﬁning our customer value proposition for our Smart Suite products (Smart Test, Smart Audit and Smart Shield), emphasising the cost savings they can deliver as well as their control and compliance beneﬁts. EDM, which we released in October 2023, was our most successful product launch. Annual recurring revenue at the year-end was £72.6 million (2024: £60.5 million), up 20% (23% ccy). Our strong momentum and enhanced strategic partnership with Workday (see below) make us conﬁdent of achieving our ARR target of £100 million by the end of 2026 and our new target for 2030 of £200 million. Our backlog at the year-end increased 17% to £148.7 million (2024: £127.5 million). Accelerating our growth through enhanced Workday partnership In July 2024, we announced an enhanced partnership with Workday, which incentivises Workday’s sales teams across North America, Europe and Asia Paciﬁc to introduce and co-sell our products. This unique partnership gives us an increased proﬁle within Workday and supports its Built on Workday program. Built on Workday uses the Workday Extend technology (see Workday Services below) to enable partners to create apps and distribute them to Workday’s 11,000+ customers via the Workday Marketplace. The multi-year agreement covers our Smart Audit, Smart Test and EDM products, as well as future products that we will develop utilising Built on Workday. To support the strategic partnership, we will incur the following additional costs: • payments to Workday of approximately £7.8 million per year (£5.2 million incurred in FY25); • investment to expand our own global sales capability, to support Workday’s sales organisation; and • investment to continue to develop Smart Test, Smart Audit and EDM, to utilise the full power of Built on Workday. While the mobilisation of the new partnership has taken slightly longer than we expected, we started to see the ﬁrst sales come through towards the end of the ﬁnancial year. We continue to expect revenue to build from FY26 and Workday has shown signiﬁcant commitment to making the partnership successful. The partnership is the ﬁrst of its kind and we expect that Workday will sign further agreements with other product providers. This will help to grow the market as a whole and further increase the attractions of Workday to customers, since they will be able to extend its functionality to solve their speciﬁc business issues through third-party products. Product development We continue to develop new Workday products and expect to launch our ﬁfth in late 2025. This product will help organisations understand and address pay equality issues, with particular focus on the EU Pay Directive which will be adopted by EU member states in 2026. ING Bank is a Dutch multinational banking corporation with 60,000 employees. They wanted to streamline document management across 40 countries and needed a solution that offered scalable automation inside Workday. The bank has completed the ﬁrst three countries as part of its wider roll-out and is already achieving: • 80% of HR documents fully automated in Phase 1 • Consolidated systems to reduce inefﬁciencies for centralised team • Ability to scale compliance for audits and data privacy obligations • Better experience for users throughout employee lifecycle • Journey to one global system for 40 countries by 2026 • 2,000 requests every year for access to documents from varied legacy systems – now available in EDM for self service Kainos EDM offers efﬁciencies on many levels – in terms of HR processes, user experience and the maintainability of the system. Praba Prabakar, Workday Lead at ING Bank “ 80% of HR documents fully automated One global system for 40 countries by 2026 2,000 requests every year – now available for self service Kainos Annual report 2025 Strategic Report 26 Digital Services performance Our Digital Services division builds highly cost-effective solutions that make public- facing services more accessible and easier to use for citizens, patients and customers. Overall, Digital Services’ revenue was 7% lower at £197.2 million (2024: £213.1 million). Bookings declined by 11% to £202.0 million (2024: £228.1 million), while the contracted backlog rose 2% to £160.1 million (2024: £156.6 million). Public sector Revenue from public sector customers was 9% lower at £125.5 million (2024: £138.2 million), with the sector accounting for 64% of divisional revenue (2024: 65%). The ﬁrst half of the year was affected by the UK General Election, which caused a hiatus in contract awards and delays in mobilising projects. Since the Election, the new government has spent time determining its spending priorities and the role digital transformation will play, and we expect longer-term investment plans to be announced as part of the multi-year spending review in Spring 2025. Despite the difﬁcult year, prospects in the public sector remain positive. In January 2025, the government published its ‘State of Digital Government Review’. This showed that public services are still signiﬁcantly under-digitised and that full digitisation could realise savings and productivity beneﬁts of £45 billion a year, for example through process simpliﬁcation, using AI to automate tasks and the adoption of low-cost digital channels. According to the review, this makes digitisation the most powerful lever available to drive public sector and service reform. While the government needs to overcome sizeable challenges to deliver all these beneﬁts, we are encouraged by the direction of travel. During the year, we continued to support our long-standing customers including the Ministry of Justice, the Department for Environment, Food & Rural Affairs, the Driver and Vehicle Standards Agency, HM Passport Ofﬁce, the Department for Transport and the Ministry of Defence. We also began working with new customers, including Network Rail, the Crown Prosecution Service, Ofwat and University of Cambridge, as well as a new framework win with Queen’s University Belfast. Healthcare sector Our customers in this sector are mainly UK public health bodies. The business had a good year, in part because NHS England began awarding larger programmes of work to tender, after previous delays caused by its Operational Review Continued HEALTHCARE IN ACTION 27 Kainos Annual report 2025 Strategic Report merger with NHS Digital. Revenue from the sector was £50.6 million (2024: £44.2 million), representing growth of 14% and accounting for 26% of Digital Services’ revenue in the year (2024: 21%). During FY25, our customers included NHS England, the Department for Health and Social Care, the UK Health Security Agency and the NHS Business Services Authority. In March 2025, the government announced its intention to abolish NHS England and take the health service in England back into direct government control. This is expected to take place over a two-year period and is likely to result in some disruption to the market during that time. The State of Digital Government Review highlighted the signiﬁcant need for digitisation in the NHS, with many Trusts having substantial levels of legacy technology and poor system reliability, which means digitisation will be a necessity as part of health service reform. Commercial sector There is signiﬁcant long-term potential for us in the UK commercial sector, where IT expenditure is more than three times higher than the public sector. However, demand from the commercial sector remained low in FY25, reﬂecting the uncertain economic environment. Our commercial sector revenue was therefore 32% lower at £21.0 million (2024: £30.8 million), representing 11% of divisional revenue (2024: 14%). We continue to deliver digital services for our established customers, including Irish Life Assurance plc, Bank of Ireland, EasyJet and WPP, and we are helping new customers including NFU Mutual, Just Group and Rolls-Royce. Looking forward, our intention is to be more agile and focus on securing smaller pieces of work with commercial customers, so we can demonstrate our credentials through successful delivery and build valuable long-term relationships with them. We have had considerable success with this approach in other sectors and believe it will better align with the market, with customers looking to implement projects in phases rather than procuring a major multi- phase project at the outset. International We see good prospects internationally and our strategy is to target countries where we already have a presence and customer contacts through our Workday Services division. We continue to gain momentum in Canada, where the government is investing to provide better digital services. We have built a local team to support our growth, reﬂecting our strategy to scale our in-region delivery capability in line with our success. Our customers in North America include the Province of Nova Scotia and the government of Ontario in the public sector, and WPP in the commercial sector. International revenue for the division was £11.7 million (2024: £12.3 million), representing 6% of total Digital Services revenue (2024: 6%). We delivered a secure digital platform for the UK’s largest health research programme: – Over 350,000 blood samples collected. – Less than two years from build to pilot to full national launch. – One platform to engage up to 5 million volunteers. – More than 1 million consented volunteers to date. • Transforming the prevention, detection, and treatment of conditions such as dementia, cancer, diabetes, heart disease and stroke so future generations can live in good health for longer. • Building one of the most detailed pictures of health information in the world. • Supporting clinicians to collect blood samples and analyse for early disease indicators. • Enabling global research to identify more effective ways of tackling diseases, including early detection, risk proﬁling and prevention interventions, and more personalised treatments. Kainos is a great digital partner for us. With a successful track record in secure, datacentric health projects, including the NHS App in England and Wales, the team’s digital expertise has truly been invaluable… we’re delighted to extend our partnership. Marko Balabanovic, Chief Technology Ofﬁcer, Our Future Health. “ Over 350,000 blood samples collected <2 years from build to pilot to full national launch One platform to engage up to 5 million volunteers More than 1 million consented volunteers to date Kainos Annual report 2025 Strategic Report 28 Workday Services performance We are Workday’s leading partner in Europe and a Phase 1 Prime partner in the US, which is Workday’s biggest market. At the end of the year, we had 809 accredited Workday consultants (2024: 798), ranking us eighth globally. Workday Services revenue was 12% lower (-10% ccy) at £98.7 million (2024: £112.0 million). In the prior ﬁnancial year, we stopped providing procurement consulting services previously offered by Blackline Group, which we acquired in 2022. Adjusting FY24 revenue to exclude these services, revenue in FY25 was 8% lower on a like-for- like basis. Our performance in the year partly reﬂects an increased number of Workday partners, with Workday adding new partners who often specialise in particular sectors such as professional services. We have seen more aggressive pricing by some competitors, as they look to establish themselves in the market. The number and value of contracts in the market has also been lower than in previous years, with much of Workday, Inc.’s growth coming from existing customers, who are taking additional modules that do not need the same level of consulting support to implement. Sales bookings decreased by 27% to £84.6 million (2024: £116.5 million) while our contracted backlog was £59.3 million (2024: £73.0 million). Regionally, 51% of divisional revenue came from North American customers (2024: 49%) and 49% from European customers (2024: 50%). We are building a team in Australia to support growth in Asia Paciﬁc and won our ﬁrst contracts in Australia and New Zealand in the second half of the year. We are also looking at other opportunities for geographical expansion. We continue to add non-Workday services that create value for our Workday customers and broaden our revenue streams. For example, the partnership with Pulsora we announced in FY25 will enable customers to extract data from their Workday systems and use it to fulﬁl ESG reporting requirements. Workday Extend Workday Extend is Workday’s Platform-as- a-Service offering. It allows organisations to build specialised functionality on the Workday platform, to further enhance customers’ Workday deployment. Engaging with clients on Workday Extend projects gives us insight into common challenges that they experience and creates the Operational Review Continued WORKDAY SERVICES IN ACTION 29 Kainos Annual report 2025 Strategic Report potential to build further products that can be part of the Built on Workday program. To date, we have helped more than 80 organisations to build Workday Extend applications. We also built our own EDM product on Workday Extend. We believe that we have the largest independent group of Extend skills globally. We continue to upskill colleagues through our Extend Academy, enabling them to carry out consulting projects for customers and to work on product development for our Workday Products division. Our customers Consistently delivering for our customers is at the heart of our business. It creates strong relationships, which in turn generate high levels of repeat business, while our reputation for delivery also helps us to win new work. We continued to perform strongly during the period, as reﬂected by: • our NPS of 70 (2024: 58), maintaining our record of consistently high customer satisfaction, with a score above 50 viewed as ‘excellent’; • existing customers generating 82% of our revenue (2024: 90%), as they continue to trust us to deliver for them; and • further new customer wins, giving us 1,094 active customers at the year-end (2024: 930). Our business is well diversiﬁed across our sectors, with revenue coming from: • commercial customers: 52% (2024: 52%); • public sector customers: 34% (2024: 36%); and • healthcare customers: 14% (2024: 12%). Regionally, UK & Ireland accounts for 59% of our business (2024: 61%), North America for 31% (2024: 28%), Central Europe for 9% (2024: 11%), and the rest of the world representing 1% (2024: <1%). Total international revenue was unchanged at £149.9 million (2024: £149.8 million). RaceTrac operates gasoline service stations across the southern United States. It acquired Gulf Oil in 2023, adding 1,100 branded sites across the US and Puerto Rico. They needed to quickly convert the Gulf Oil entity into the RaceTrac Workday Financials environment. Kainos leveraged the Workday Launch Express deployment methodology to bring RaceTrac live in six months. • Seamless migration of Gulf Oil into RaceTrac’s Workday ﬁnancial system without operational downtime. • 3-year professional services extension signed in 2024. • RaceTrac is now also a Smart Test customer. Kainos was an amazing partner. They were able to provide resources and expertise quickly to help us ideate around best practices and implement a design that aided in our consolidation of two companies into one tenant within 8 months. Megan Wallace, Director of Financial Systems & Processes, RaceTrac “ 1,100 branded sites across the US and Puerto Rico Live in 6 months Now a Smart Test customer Kainos Annual report 2025 Strategic Report 30 Artiﬁcial intelligence Our vision for AI is to guide and deliver responsible AI adoption and to solve real- world problems. To date we have delivered more than 200 AI & Data projects for public sector, healthcare and commercial customers, providing end-to-end services ranging from strategy development to full- scale AI deployment and data optimisation. During the year, we won over 80 AI & Data contracts across all markets, with clients including NHS England, the UK Health Security Agency, Homes England, the Ministry of Defence, WPP, the National Highways Agency, Hodge Bank, Mizuho Bank, Danske Bank, Irish Life and Control Risks. We also secured a major AI consultancy engagement with the Crown Prosecution Service. Example projects include providing AI solutions for the United Nations International Organization for Migration, to support migration as a result of climate change and to combat fraudulent passports being used to cross borders. We now have more than 250 AI professionals across the organisation, accelerating innovation and delivery for our customers. We launched a Microsoft AI Centre of Excellence to accelerate customer adoption of AI, building on our Microsoft AI Partner of the Year recognition and deep sector expertise. Examples include AI-assisted document fraud for Government, AI-assisted Inspections and Compliance for Food Safety and Public Health agencies and AI-driven equity research for investment ﬁrms. Our position as an AI leader is demonstrated through a series of signiﬁcant initiatives and achievements. We hosted and curated AI Con – the leading AI conference – for the sixth year, welcoming over 400 attendees and featuring the ﬁrst live AI-powered panellist. Our thought leadership on AI regulation was recognised in the UK Department for Science, Innovation and Technology’s Portfolio of AI Assurance Techniques. We were also awarded the National AI Award for Government & Public Sector for our work with HM Land Registry, where we developed a machine learning solution that automatically compares documents in different formats and identiﬁes discrepancies. Our alliance strategy continues to strengthen. As a Microsoft Data & AI Solution Partner, we have achieved three AI Advanced Specialisations and are an established member of the Global Partner Advisory Council. We are a Premier Tier AWS Partner (top 1% globally), hold the AWS Machine Learning specialist competency and have developed AWS-approved Generative AI solutions, which are soon to be available on the AWS Marketplace. Additionally, we are one of only 15 global early AI adopters for Workday, with three products already available on the Workday AI Marketplace, all of which have attained the ‘Responsible AI’ designation from Workday. Finally, we are driving our own efﬁciency through AI. In addition to our internal Operational Review Continued VEHICLE INSPECTION AUGMENTED REALITY APPLICATION 31 Kainos Annual report 2025 Strategic Report projects, including a Gen AI employee assistant, a pre-sales content assistant and ‘Juno’ – our AI workshop facilitator – over half of our development projects are using AI to accelerate delivery as we help more customers adopt these emerging technologies. Innovation, research and development Successful businesses continue to challenge themselves. We are keen to improve our existing offerings, develop new business ideas and assess business and technology concepts that are likely to impact us or our clients in the future. Our research & development expenditure for the year amounted to £16.8 million (2024: £13.5 million), an increase of 24%, all of which was fully expensed. Assessing the technologies of the future Our R&D team’s horizon scanning and strategic foresight help us to uncover the upcoming trends and technologies to explore and exploit, both within the business and with our customers. Examples include next-generation AI, which explores topics such as Small Language Models, Agentic AI and Federated Learning; sustainable computing, which investigates topics such as green software, responsible computing and sustainable AI; and emerging technology, which includes research into quantum computing, distributed trust and spatial computing. Smart Product Suite We are making sustained investment in our Smart Suite, where we are leveraging cutting-edge AI alongside Workday’s Extend technology to drive operational efﬁciencies for our customers. Our Smart Test platform now incorporates AI to automate test scoping and creation, which allows for broader, deeper and more efﬁcient test coverage within Workday environments. AI is also embedded in Smart Audit, where it increases the ability to swiftly detect anomalous Workday conﬁgurations. This helps customers identify potential vulnerabilities, allowing for more thorough and accelerated automation of IT security and audit controls. Employee Document Management for Workday We are continuously enhancing EDM’s capabilities to increase its value for Workday customers across an expanding number of speciﬁc regional compliance standards. We are utilising AI across multiple aspects of document management, including automated document generation, intelligent document ﬁling and regulatory compliance tracking. Launching new products for Workday Alongside improvements to our current product portfolio, a key focus of our R&D efforts is to identify and develop new products that streamline manual processes within HR and Finance. As part of our Built on Workday partnership, we are collaborating closely with Workday to align these developments with its product roadmap. Our target is to introduce at least one new product every year, each catering to distinct market needs. As noted above, we expect to launch a product to support customers with pay transparency during FY26. Our Innovation Services Team Our Innovation Services Team utilises our innovation framework to support customers and colleagues in the effective evaluation of solution feasibility, when assessing an idea that solves an internal or customer-centric idea. One of the framework’s key elements is Spark & Scale, our programme to incubate great ideas brought forward by our people. We are currently investing in 14 ideas, ranging from using generative AI in the Policing and Justice sector, to Low Code tools to drive business efﬁciencies. Manual inspection of heavy goods vehicles can be prone to errors and difﬁcult to complete due to the complexity and variability of components. Drawing on our deep experience in the vehicle inspection industry, along with our research in Augmented Reality and AI, we developed a prototype system to address these challenges. The prototype uses augmented reality to detect faulty components during inspections and uses AI to understand the severity of the defect, which could lead to increasing testing accuracy in both roadside and site-based settings. Early trials indicate that the system not only enhances inspection quality by supporting engineers in real time, but also improves reporting through AI-enabled inspection reports. Over time, additional data capture will improve the quality of the system and build a dataset of common faults that manufactures could then leverage to improve vehicle quality. In addition, by allowing inspectors to focus on higher- value tasks, productivity could be improved over the lifecycle of the tool and lead to cost savings. Innovating is a habit practised throughout the Company. “ Kainos Annual report 2025 Strategic Report 32 Introduction This section of the report is our Non- Financial and Sustainability Information Statement, as required by Sections 414CA and 414CB of the Companies Act 2006. The required disclosures on our business model, principal risks and non-ﬁnancial key performance indicators can be found in the relevant sections of this Annual Report. We use the UN Sustainability Development Goals (SDGs) as a framework for our efforts as a responsible company. Speciﬁcally, we focus on the following ﬁve SDGs: • Good health and well-being • Quality education • Gender equality • Reduced inequalities • Climate action We are proud of our track record of being a responsible business and we are pleased to record further progress in this report, particularly our ongoing status as a carbon neutral business. Responsibilities The Board has nominated the following Directors to oversee our ESG activities: • Environment: Chair, Rosaleen Blair, supported by the CEO, Brendan Mooney. • Social: CEO, Brendan Mooney. • Governance: Senior Independent Director, James Kidd. Each Director regularly meets with our internal teams to discuss progress, set priorities and contribute to our plans. Board involvement in ESG is important because it: • ensures ESG initiatives align with our business strategy and goals; • allows the Board to track progress with our ESG initiatives; • helps to identify and mitigate ESG-related risks that could affect our reputation and performance; • ensures the Board understands evolving ESG regulations and standards, ensuring compliance and avoiding potential legal or reputational issues; and • builds trust with investors, customers and other stakeholders, demonstrating our commitment to sustainable and responsible practices. Our culture At Kainos, our culture is a powerful force, shaping how we work, innovate and support our people, customers, partners and stakeholders. It drives us to create meaningful change through technology and ensures we remain forward-thinking and impactful in a dynamic, evolving industry. Our culture pillars set the tone for what we stand for, providing the foundation for how we deliver our strategic ambitions. These are supported by our values, which set the behavioural standards of every Kainos employee. These are woven into the DNA of Kainos, inﬂuencing how we interact, lead, collaborate and learn. This enables us to nurture a culture where integrity, innovation, improvement and teamwork ﬂourish. Our culture is the energy behind our ability to attract and retain top talent, build lasting customer and partner relationships, and positively impact the world around us. It shapes our approach to our wider responsibilities. For example, Know your Impact directly relates to our work to reduce our environmental footprint, inspire the next generation to pursue careers in our sector and support our communities. Our culture is underpinned by our values. We are all: Creative There is always a better way. And we don’t stop until we ﬁnd it. It’s how we transform innovation into dramatic change. Cooperative Here, there is an I in team: I for the individuals who bring their best selves to work, liberally sharing knowledge, information and experience, listening and keeping an open mind. Determined Individually, all together, there is no obstacle we can’t overcome. It’s how we get the job done. In fact, we’ve built our reputation on it. Honest Keeping it real, being truthful in our words and actions, and always being constructive is how we continue to build success. It’s something our people and our customers see immediately. Respectful Respect does not have to be earned. Here it is given freely to all. Because we treat others how we would like to be treated. Everyone, equally. OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) COMMITMENTS We are proud of our track record of being a responsible business and we are pleased to record further progress in this report, particularly our ongoing status as a carbon neutral business. 33 Kainos Annual report 2025 Strategic Report …everyone is so welcoming and truly wants everyone else to succeed, I ﬁnd the culture perfectly matches my ideals. Anonymous employee Monthly employee survey (Peakon) “ Over the last couple of years, I’ve been working on a project that was part of a programme to digitally transform how health screening is carried out across England. We worked with all kinds of people in the NHS, building the relationships to transform the screening process for things like breast and cervical cancer, ultimately, of course, with a view to saving more lives. I love working on projects like these where you know you’re making a real difference. Charlene McDonald, Head of Product, Belfast “ Life at Kainos is all about embracing the challenges. Sometimes the technology is complicated, other times we just don’t know if an idea will work. We’ll try something. We’ll check it. We assess it. We make sure it works. If it does, great. But if it doesn’t work, it’s safe to fail and we can learn from that. Kamil Pakur, Solution Architect, Gdańsk “ Every day brings new and exciting projects and I get to enjoy having nerdy conversations about technology with like-minded people. I don’t just go to work here, I am challenged, rewarded and encouraged to continually grow and evolve. Lennox Akoto, Delivery Manager, London “ During FY25, the Group produced the Kainos Culture Book, based on around 50 interviews with past and present colleagues. It celebrates the unique culture across Kainos, captures the history of the business and sets out the four cultural pillars and examples of what our cultural pillars mean in practice for our people. Put people ﬁrst What this means for us • We celebrate diversity and champion individuality. • We focus on people’s wellbeing and have an overriding sense of care, and integrity towards others. • We encourage, respect and support everyone we work with. • We promote a culture of trust and honesty, reﬂected in an open, truly collaborative and supportive way of working. 1 Know your impact What this means for us • We have an inherent, deep-rooted connection with the work that we do. • We make a positive impact on individuals, businesses and society. • We are trusted partners, delivering transformative solutions for our customers and those around us. • We are proud to play a key part in work that is relevant and important. 2 Be the benchmark What this means for us • We work at pace and at scale, delivering projects of the best possible quality. • We push boundaries, think creatively and set high standards for ourselves and for our industry. • We use our expertise, curiosity and determination to solve complex challenges. • We are collaborative and cooperative, sharing knowledge and ideas that will enable us to do things differently and better than the competition. • We constantly strive to add unique value to our customers, delivering a distinct and transformative offer. 3 Embrace the future What this means for us • We embrace change, growth, and learning. • We empower every team member to contribute ideas and drive positive change. • We seek out opportunities for personal and professional development, knowing this isn’t always the most comfortable path. • We create a safe space for learning, experimentation, and informed risk-taking, as we collectively shape the future of Kainos. 4 Kainos Annual report 2025 Strategic Report 34 Environmental: protecting and restoring our planet Contributes to: SDG 13 Climate Action The Board has overall responsibility for our climate action strategy, carbon reduction and business opportunities. Our Chair, Rosaleen Blair, is our climate action sponsor. Our CEO, Brendan Mooney, is responsible for setting and delivering our climate strategy, creating continuity between operational and Board focus in this area. Operational activities are led by our Sustainability Group, comprising senior individuals who are responsible for day-to-day coordination of our climate strategy. The Group is chaired by our Workday EMEA Business Development Lead, Stephan Sakowicz, who is a subject matter expert in climate action and reports directly to our CEO on these matters. Other members of this Group include our Environmental Lead, Head of Engagement and Culture, technical leads, and leads from across Kainos’ ESG priority areas, including health and wellbeing, quality education and diversity and inclusion. The Sustainability Group is supported by our ‘Green team’, which is a network of colleagues who drive climate action initiatives at local levels. Our focus is to ensure that we understand, manage and reduce the environmental impact of our business activities. Our emission reduction efforts, in conjunction with purchasing carbon offsets, have allowed us to be carbon neutral since 2021. We also aim to make a wider impact by helping our customers, employees and suppliers to achieve their own low-carbon futures. For many customers, our digital solutions signiﬁcantly reduce their carbon impact compared with the ageing, inefﬁcient and manually intensive systems that we are replacing. We report in line with the Streamlined Energy and Carbon Reporting Regulation (SECR), the Task Force on Climate-related Financial Disclosures (TCFD) and the sustainability accounting standard for the software & IT services sector, as deﬁned by the Sustainability Accounting Standards Board (SASB). We continue to comply with all our environmental legal requirements across all our activities. This year there were zero breaches of environmental regulations (2024: zero). Our net zero targets In 2020, we set ourselves the ambitious goal of achieving carbon net zero status by calendar year 2025, along with clear milestones to allow us to chart our progress, including setting near-term targets with the Science Based Targets initiative (SBTi). These commit us to reducing our Scope 1 and 2 emissions by 70% on an absolute basis and Scope 3 emissions by 45% on a per unit of value added by FY26, using 2020 (11) as our base year. Alongside these signiﬁcant reductions, continuing to offset our residual emissions will enable us to move towards our net zero ambition. For information on our progress towards these targets, see the ‘Metrics and Targets’ section. CDP (previously Carbon Disclosure Project) During the year we made our ﬁfth submission to CDP, which runs a global disclosure system to support organisations with managing their environmental impacts. CDP’s score report allows participants to identify actions to improve their climate governance. This year we were awarded a ‘B’ rating (2024: ‘C’ rating), reﬂecting our continued progress in managing our climate impact. A ‘B’ rating means CDP recognises that: • we are taking proactive steps in environmental management, moving beyond basic disclosure to implementing effective strategies; and • our collective effort in managing and reducing our environmental impact shows a continued commitment to sustainability. The CDP platform aligns with TCFD and therefore supports our implementation of the TCFD framework. TCFD disclosures Our TCFD disclosures are set out in the following tables and are consistent with the TCFD Recommendations and Recommended Disclosures. Supporting detail is available in this year’s CDP submission (12) . Our Environmental, Social and Governance (ESG) Commitments continued (11) FY20 Base year emissions data: Scope 1: 87 tonnes CO2e, Scope 2: 409 tonnes CO2e, Scope 3: (full) 9,828 tonnes CO2e, (Scope 3 business travel only is 5,028 tonnes CO2e). Total full emissions for FY20 were 10,324 tonnes CO2e. FY20 total for Scope 1, 2 and Scope 3 business travel were 5,524 tonnes CO2e. (12) https://www.kainos.com/about- us/sustainability/climate-action page 39 35 Kainos Annual report 2025 Strategic Report Governance Disclosure a) Describe the Board’s oversight of climate- related risks and opportunities. The Board has overall responsibility for our climate action strategy and reducing our carbon impact, as well as taking the business opportunities presented by climate change. Our Chair, Rosaleen Blair, is the Non-Executive Director sponsor for climate-related issues. The Group Risk Register is our principal tool for monitoring and reporting risk, including climate- related risks. The Audit and Risk Committee reviews our principal risks twice a year or more regularly if substantial changes occur between scheduled Committee meetings. The Committee informs the Board of any signiﬁcant changes to the Register, as well as new or emerging climate risks, areas of focus or individual risks that require attention. We have identiﬁed long-term climate change and sustainability as one of our principal risks, due to the potential impact on our reputation if we fail to take sufﬁcient and timely action to reduce our impact. More information on this risk, our risk management framework and our governance structure is in the ‘Risks and opportunities’ section of this report. The Board receives formal updates on climate matters twice a year. The ﬁrst session is to review our carbon footprint and highlights from our reduction initiatives, and to verify the annual climate action plan for the coming year (see below). This is followed by a detailed mid-year presentation about our H1 footprint, our CDP submission and progress against our SBTi near- term net zero targets. These updates are jointly delivered by the CEO and representatives from the Sustainability Group. The timing is typically linked to a notable event such as a CDP response or SBTi update. The Board also welcomes quarterly climate related agenda items at its meetings, for example if there are material changes to the strategy or additional investment requests. The Board may also receive news about climate action as part of the monthly People or ESG Board papers. Climate-related costs are factored into the annual budget, which is overseen by the CEO and approved by the Board (see below). As a provider of software products and services, climate change is not a material inﬂuence on the business strategy approved by the Board, other than looking to take advantage of the opportunities presented, as described later in this section. The Board has set climate-related goals for senior management via the Remuneration Committee. The Kainos Executive Long Term Incentive Share plans include conditions tied to emission reduction and achieving SBTi Net Zero by FY26. Speciﬁcally, 5% of the C-suite’s performance share plan and 1.2% of their total reward are linked to climate management. These incentives support our climate action strategy and SBTi targets. b) Describe management’s role in assessing and managing climate-related risks and opportunities. The CEO is the responsible individual for our environmental strategy. This creates continuity between operational activities and Board focus in this area. The Sustainability Group leads our operational activities. Our dedicated Environmental Sustainability Lead is responsible for day-to-day co-ordination with the Sustainability Group. Our management ensures that we act on climate-related risks and opportunities. Stafﬁng and climate-related costs are factored into the annual budget cycle, including increased investment in carbon offsetting and removals, reporting costs and development of new business opportunities. We use our enterprise climate platform to calculate our carbon footprint and provide monthly updates to the leadership on our performance. In addition, we have a wide range of activities to inform colleagues about our climate strategy and encourage them to participate and reduce their climate impact. These include: • a climate action plan, which we update annually and use for internal communications; • quarterly updates on progress towards our SBTI targets; • an online climate action channel, for sharing sustainability-related content; • internal publications and CEO-hosted walkthroughs of our annual report and investor presentation, including climate action progress; • updates to policy and communications about our green travel principles; • continuous personal development sessions on climate; and • promotion of the Green Software Practitioner Certiﬁcation, with over 250 technologists having completed this to date. We measure the impact of these and other initiatives through the Workday Peakon platform, with over 75% (2024: 76%) of respondents viewing our climate action plan positively and agreeing that Kainos makes a positive contribution to climate action. Kainos Annual report 2025 Strategic Report 36 Our Environmental, Social and Governance (ESG) Commitments continued Strategy Disclosure a) Describe the climate- related risks and opportunities that the organisation has identiﬁed over the short, medium and long-term. We use the following timeframes when considering climate risk and the impact on our business. • Short term: to 2026, which is the end of our current strategic plan • Medium term: to 2030, which will be covered by our next strategic plan • Long term: to 2040. Potential areas of risk Physical. Extreme weather could damage our ofﬁces, restrict business travel, disrupt cloud and internet connectivity, interrupt power supplies or disrupt our supply chains, for instance the supply of laptops. Transition. The transition to a low-carbon economy could result in increased regulation, greater reporting requirements, changes to operational practices and shifts in customer demand. Reputational. Our reputation could be damaged if we fail to meet our climate targets and regulatory requirements, or fail to continue our internal education and awareness initiatives. Liability. We may face liabilities if we receive incorrect advice on our own sustainability-related areas, or fail to provide our customers with any required emissions data relating to the services we provide to them. Potential areas of opportunity Products and Services. There is the potential to help our customers achieve a lower-carbon future by moving their services to the cloud or redesigning their services to be more energy- efﬁcient. We are well-established in this market. Reputation. Being seen as a sustainability leader in the technology sector can enhance our reputation and create new business opportunities for us. This year we were awarded a ‘B’ rating (2024: ‘C’ rating), reﬂecting our continued progress in managing our climate impact. “ 37 Kainos Annual report 2025 Strategic Report Strategy Disclosure b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and ﬁnancial planning. Impact on our businesses Potential areas of risk Using our enterprise risk framework, our assessment of the impact of climate-related risk to our business is moderate likelihood, moderate impact. Physical. While some disruption could occur, we are a consulting organisation with a distributed workforce, a cloud infrastructure and limited supply chain and should be able to work remotely for extended periods of time. This assessment assumes electricity and internet services continue reliably. (moderate risk, long-term) Transition. As part of our drive to carbon net zero, we actively monitor and consider the changes to the legislative and regulatory landscape. (low risk, medium-term) Reputational. We are proactive on climate topics, which resonates with our colleagues, customers and other stakeholders. At the same time, we recognise that reputations can be damaged very quickly. (moderate risk, given the unknown future cost and availability of carbon removals, medium-term) Liability. We understand the importance of accurate emissions data and how this could impact our business and our customers, hence the importance we place on ensuring robust data management and reporting systems to ensure compliance and mitigation of risk. (low risk, medium-term) Potential areas of opportunity Given that well-designed digital services can reduce the carbon footprint of an organisation’s technology operations, we expect this to increase demand for our services in the future. To aid customers in making that assessment, we provide a Carbon Calculator to help calculate the cost and carbon reduction of moving services or data from on-premise settings to cloud locations. We anticipate that this opportunity will drive growth in our cloud services revenue over the next three to ﬁve years, enhancing our ﬁnancial performance and reinforcing our commitment to environmental sustainability. Impact on our strategy Our analysis shows that the primary risk for us in relation to climate change is reputational. Our reputation as a climate-aware organisation is also a potential source of business opportunity. Much of our climate-related work therefore focuses on enhancing our reputation in this area, both through our proactive approach to reducing our emissions and by creating tools to help our customers understand the carbon impact of running their projects. Climate-related disruption to our supply chain is not a material risk to our strategy, and we have not identiﬁed any signiﬁcant adaptation or mitigation activities, investments in R&D or changes to our operations or locations that are needed due to climate change. We rarely acquire or divest businesses and climate issues will not therefore have a meaningful impact on these activities. We do not expect climate issues to have an impact on our access to capital. Impact on our ﬁnancial planning We consider the costs of our climate actions in our annual budget, as noted above. Climate issues are not likely to materially affect our ﬁnancial position over any of the timescales we have considered, either by reducing the value of our assets or increasing our liabilities. Our climate actions do not require signiﬁcant capital expenditure. While the construction of our new Belfast ofﬁce is not speciﬁcally climate-related, it will further improve our environmental performance due to its highly sustainable design. Kainos Annual report 2025 Strategic Report 38 Strategy Disclosure c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C lower scenario. In FY25, we commissioned scenario analysis in line with the TCFD Guidance on Scenario Analysis for Non-Financial Companies. The analysis considered the following Shared Socioeconomic Pathway (SSP) and Representative Concentration Pathway (RCP) scenarios: SSP RCP Global temperature increase Description SSP1 RCP 1.9 1.4°C Sustainability (low challenges to mitigation and adaptation) RCP 2.6 1.8°C A low-carbon transition is successful and timely. Regulation is stringent, net zero is reached by 2050 (RCP 1.9) or shortly after (RCP 2.6), resulting in a more sustainable society. Societal beneﬁts are realised as well. SSP2 RCP 4.5 2.7°C Middle of the Road (medium challenges to mitigation and adaptation) Progress towards sustainability and a fossil-free society continues but is slow. Socioeconomic statuses stay relatively the same as the present, with income and development continuing to be unequal. Environmental systems degrade. However, overall intensive resources and energy use declines. SSP3 RCP 7.0 3.6°C Regional Rivalry (high challenges to mitigation and adaptation) GHG emissions continue to rise, almost doubling by 2100. National, energy and food security concerns take precedent over the environment. Environmental protection is a low priority which leads to strong environmental degradation. Adaptation is prioritised over mitigation. SSP5 RCP 8.5 4.4°C Fossil-Fuelled Development (high challenges to mitigation, low challenges to adaptation) Market approaches to technological progress are valued more than government regulation. Globalisation has increased, and investments in human and social capital are prioritised. However, fossil fuels remain the primary and preferred energy source and consumption-based lifestyles are prevalent. The global economy booms yet the population peaks and then starts to decline. Our scenario analysis therefore includes the 2°C or lower scenario required by TCFD. The Climate Action Tracker shows that under existing government policies worldwide, the most-likely outcome is a 2.7°C increase, which is also included in our scenarios. The analysis shows that: • Transition risks are greatest under SSP1 and also prevalent under SSP2. For example, there is a potential impact on the cost of renewable energy credits and increased costs for IT equipment due to import carbon pricing. These risks are present across all timeframes considered. Transition risks under SSP3 and SSP5 are low to negligible. • Physical risks are greatest under SSP3 and SSP5. The impact increases over time, with both acute and chronic effects. Under the most signiﬁcant temperature increases, there is the potential in the long-term for socioeconomic hardship and disruption to the global economy, affecting our ability to grow the business. Costs may increase (for example, due to higher electricity use to cool ofﬁces) and the impact of heat on employees may affect productivity. We are conﬁdent that our climate actions make us resilient to the impact of transitional risks under the SSP1 and SSP2 scenarios. We are not signiﬁcantly exposed to physical risks (for example, coastal ﬂooding) under these scenarios. The long-term physical risks presented by very high temperature increases, such as the impact on the global economy, cannot easily be mitigated at this stage and we will consider what actions we can take in future to increase our resilience if necessary. Our Environmental, Social and Governance (ESG) Commitments continued 39 Kainos Annual report 2025 Strategic Report Risk Disclosure a) Describe the organisation’s processes for identifying and assessing climate-related risks. Our approach to assessing risks is described in the ‘Risk factors and uncertainties’ section of this report. Climate-related reputational risk has been a principal risk for us since 2021. The Audit and Risk Committee oversees all principal risks and the plans to mitigate and manage their potential impact. The heat map in the Risk factors and uncertainties section shows the relative signiﬁcance of climate-related risk compared with our other principal risks. Kainos stays up to date on climate-related regulations through our Audit and Risk Committee, chaired by a Non-Executive Director, and our wider Sustainability Group. These teams regularly review regulatory changes and assess their impact on our business and our customers. Key roles ensure our climate risk assessments are aligned with the latest requirements. This approach is further supported through CEO and Board oversight, and external reviews of our practices, including CDP, helping to ensure we proactively manage climate risks and opportunities. b) Describe the organisation’s processes for managing climate- related risks. In line with our overall approach, outlined in the ‘Risk factors and uncertainties’ section, we review our Risk Register twice each year, with further updates, where required, provided to the Audit and Risk Committee. Climate-related risks are reviewed as part of this process. We determine the materiality of climate-related risks by integrating climate risks into our enterprise risk management framework. This process involves evaluating the potential ﬁnancial, operational and reputational impacts of identiﬁed risks, prioritising these based on their likelihood and potential severity, and focusing on those that could signiﬁcantly impact our operations and strategic objectives. This assessment is based on a combination of internal data, external regulatory requirements, and climate scenario analysis. In doing so, we address the most important risks and opportunities, aligning our strategy with our sustainability goals. c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. As discussed in further detail in the ‘Risk factors and uncertainties’ section, the Group Risk Register is our main tool for monitoring and reporting risk. Senior management co-ordinates the Register’s preparation, using input from Executive and Leader teams from across Kainos. The Register is reviewed regularly by members of the Sustainability Group and updated with any new or emerging climate risks, areas of focus or individual risks that require attention. Each principal risk is assigned to a senior manager, who is responsible for ensuring that we have appropriate controls and mitigating actions to reduce the likelihood and potential impact of the risk being realised. Climate-related risks are allocated to our CEO, Brendan Mooney. Metrics and targets Disclosure a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. As noted above, we believe that our key risk is reputational risk, with our mitigation focused on achieving carbon neutral and then carbon net zero status. This focus is reﬂected in our metrics, which all focus on our emissions. See the ‘Carbon footprint’ section for more information. b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks. Our emissions are disclosed in the ‘Carbon footprint’ section below. The primary related risk is the reputational risk discussed earlier in these disclosures. c) Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets. We achieved carbon neutrality in 2021 and remain on track to achieve our SBTi near-term net zero targets for Scope 1, 2 and 3 emissions. From our base year (FY20) we have: • reduced Scope 1 and 2 emissions by 68%, against our target of 70% by FY26; and • reduced Scope 3 emissions per unit of value added by 53%, against our target of 45%. This is an intensity-based target calculated using gross proﬁt. Information on our base year and current year emissions can be found in the ‘Carbon footprint’ section below. page 40 Kainos Annual report 2025 Strategic Report 40 Carbon footprint We use the market-leading platform Watershed to reliably measure and report our emissions. Our carbon impact for the year, detailed across Scope 1, 2 and 3, was as follows: • Scope 1 comprises emissions from the direct burning of fossil fuels. We generated 111 tonnes of carbon dioxide equivalent (CO2e), relating to oil-based central heating in our premises (2024: 86 tonnes). Additional factors contributing to this increase include the need for increased heating in some ofﬁces due to inclement weather, and a brief period during which we operated two ofﬁces in Argentina before consolidating staff into the new location. • Scope 2 describes emissions that result during the generation of purchased energy. These emissions largely relate to our ofﬁces. We generated 0.3 tonnes CO2e within the UK and a further 46.7 tonnes worldwide (total: 47 tonnes CO2e; 2024: 62 tonnes CO2e). This reduction in Scope 2 emissions is attributed to the energy efﬁciencies implemented in our ofﬁces and the adoption of green energy contracts across all our UK-based locations, ensuring sustainable purchased energy sources. • Scope 3 emissions relating to business travel. In FY25, our emissions in this category decreased by 12% to 2,252 tonnes CO2e (2024: 2,570 tonnes CO2e) as a result of implementing our green travel policy and a general decrease in business travel across the Group this year. • Scope 3 (full) emissions generated indirectly from business activities. In FY25, 9,622 tonnes of CO2e were generated (2024: 11,300 tonnes CO2e), inclusive of business travel, a decrease of 15%. This is attributed to a reduction in our number of leased ofﬁces, less capital spend on ofﬁce refurbishment (the majority of which was completed in FY24), and ongoing adoption of our hybrid working culture. Compared to 2024, our total emissions decreased by 15% to 9,780 tonnes CO2e (2024: 11,448 tonnes CO2e) largely linked to reduced capital expenditure, reduced business travel emissions and our ongoing carbon reduction initiatives. Our Scope 1, 2 and Scope 3 business travel emissions in FY20 (base year) were 5,524 tonnes CO2e; the same emissions for FY25 were 2,410 tonnes CO2e, a reduction of 56%. Our total emissions (inclusive of Scope 1, 2 and full Scope 3) for FY25 represent a 5% decrease from our base year of 2020, despite our staff numbers increasing by 107% over the same period. Our FY20 Scope 1, 2 and full Scope 3 emissions were 10,324 tonnes CO2e. Our carbon intensity ratio (tonnes CO2e per employee) has reduced from 7.3 in FY20 to 3.3 in FY25. During the year we offset our total emissions to maintain our carbon neutral status, at a cost of £63,000 (2024: £52,000). We will continue to utilise a portfolio of high- quality, certiﬁed offsets that blend local and international projects as well as carbon removal projects. We believe this best reﬂects our global business and gives us the opportunity to invest in programmes that offer positive social and environmental impacts. Methodology We have used the GHG Protocol Corporate Accounting and Reporting standard (revised edition) and emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2019 to calculate the below disclosures. The standard requires a statement of relevant intensity ratios, which are an expression of the quantity of emissions in relation to a quantiﬁable factor of the business activity. We have identiﬁed two such intensity ratios, set out below. These ﬁgures were calculated from data available for our main operations and extrapolated to take account of our smaller locations. Our Environmental, Social and Governance (ESG) Commitments continued 56% Decrease in Scope 1, 2 and Scope 3 business travel emissions since FY20 41 Kainos Annual report 2025 Strategic Report Global tonnes of CO 2 e GHG emissions data for period 1 April 2024 to 31 March 2025 2025 2024 UK Non-UK UK Non-UK Combustion of fuels and operation of facility (Scope 1) 89 22 67 19 Emissions from purchase of electricity, heat, steam and cooling purchased for own use (Scope 2) 0.3 46.7 0.3 61.7 Business travel (Scope 3) 1,576 676 1,799 771 Total emissions by location 1,665 745 1,866 852 TOTAL EMISSIONS FOR YEAR 2,410 2,718 Total energy consumption for activities for which the Company is responsible (Scope 1 and 2) 2025 2024 Global – kWh (thousand) 332 337 UK – kWh (thousand) 659 604 The following table expresses our annual emissions in relation to quantifiable factors associated with our activities: Intensity ratios 2025 2024 tCO 2 e/£ million revenue 6.56 7.11 tCO 2 e/average number of employees 0.82 0.92 Saving energy We have an energy savings action plan, which we produced in line with the requirements of the Energy Savings Opportunity Scheme. The plan covers the period from December 2023 to December 2027. We will shortly start constructing a bespoke ofﬁce in Belfast. The project’s targets include achieving a low-energy design, with a goal of less than 70 kWh/sqm Energy Use Intensity (EUI). An all-electric approach will ensure the building is prepared for Net Zero Carbon in operation, aligning with future sustainability needs. Wider sustainability goals will be achieved by following the BREEAM methodology and targeting a BREEAM Outstanding rating. BREEAM promotes sustainability across various aspects of building design, construction and operation, to minimise the building’s environmental impact, enhance occupant well-being and contribute to a more sustainable development. Ahead of moving to the new ofﬁce, our main energy saving activities focus on behavioural and short-term reduction strategies. These include running energy awareness campaigns for our colleagues, ensuring boilers, and Heating, Ventilation and Air Conditioning (HVAC) systems are serviced annually and developing tailored shutdown procedures for buildings at the end of each day, for example ensuring lights and appliances are turned off. Carbon reduction plans All companies bidding for UK Government contracts worth more than £5.0 million per year must produce a carbon reduction plan, which includes the company’s emissions, reduction targets and the actions it is taking. This allows procurement teams to ensure government suppliers are aligned to its 2050 net zero target. We update our plan annually and the latest plan can be downloaded from the ‘Sustainability’ section of our website. Collaborating with DEFRA Government Digital Sustainability Alliance (GDSA) We continue to support the UK Government Digital Sustainability Alliance (GDSA) as a member, collaborating with other DEFRA suppliers to fulﬁl digital sustainability commitments. Since 2023 this has focused on advancing the work of the Planetary Impact group to promote wider sustainability beyond carbon emissions. Hybrid working To us, hybrid working is about combining remote and ofﬁce- based working, giving our people greater ﬂexibility to work in the location that best suits them, taking into consideration the needs of their role, their work, their team members and the customer. Hybrid working also provides a unique opportunity to reduce our environmental impact across Scopes 1, 2 and 3, especially in the areas of business travel and employee commuting, which are signiﬁcant contributors to our environmental impact. Secure equipment recycling As we operate a cloud-based infrastructure, most of our equipment recycling is focused on our laptops. During the year we disposed of our Waste Electronic and Electrical Equipment (WEEE) with two partners who are committed to 100% reuse and recycle of equipment and a ‘zero landﬁll policy’. We continue to generate funds for charitable causes from disposing of our old equipment. Kainos Annual report 2025 Strategic Report 42 Social: Our people Our success depends upon the ability, skills and motivation of our people. We therefore focus on engaging with them, providing development opportunities and making it easy for them to stay at Kainos to build their career. Our Chief People Ofﬁcer sets the strategy for all our people-related activity, with everyone in Kainos sharing responsibility for creating a great place to work. Information on our employee numbers, including the split by region and division, can be found in the ‘Kainos at a Glance’ section. Engagement Colleague feedback is a key part of achieving our ambition to be a great employer. We use Workday Peakon, which is an intelligent listening platform that provides a holistic view of employee sentiment and allows comparison against over 300 global technology employers. We ask our colleagues for feedback each month. The results show employee engagement remains high at 75%, with the diversity and inclusion rating at 82% and wellbeing measuring 74%. We also measure engagement through Glassdoor, which enables current and former employees to provide feedback on companies. In March 2025, Kainos had an approval rating of 80%, which is well above the 74% average derived from over 750,000 UK companies on Glassdoor. Similarly, 78% of respondents would recommend working at Kainos to a friend. In early 2025, we were once again ranked in Glassdoor’s ’50 Best Places to Work in the UK’ annual Employee Choice awards, coming in at number 14. We work hard to retain the talented people already in Kainos. We are also very focused on attracting, developing and engaging talented colleagues. We continue to attract strong interest in key recruitment markets, with tens of thousands of candidates applying each year to join Kainos. During the year our headcount reduced to 2,865 people (2024: 2,995). We are focused on creating a workplace that people want to join and then stay to develop their careers. With the global shortage in digital skills, we are pleased that 93% of our colleagues made the choice to stay and develop their career at Kainos (2024: 93%). Our Environmental, Social and Governance (ESG) Commitments continued 2 0 2 5 Peakon scores: 2024: 78% 2024: 83% 2024: 77% Staff retention: Headcount: 75 % 82 % 74 % 93 % 2024: 93% 2 0 2 4 2 0 2 5 2 0 2 4 2 0 2 5 2 0 2 4 Glassdoor approval rating: 80 % 2024: 84% 2 0 2 5 2 0 2 4 2 0 2 5 2 0 2 4 Engagement Diversity & Inclusion Wellbeing 2025 2024 2,865 people 2,995 people Measures: page 9 43 Kainos Annual report 2025 Strategic Report Wellbeing Contributes to: SDG 3 Good Health and Well-Being We focus on supporting our people across ﬁve key areas of wellbeing: emotional, physical, career, ﬁnancial and social. We regularly update our wellbeing portal with materials developed with and by our people, to help employees manage their own and others’ wellbeing. We also have an app covering physical and emotional wellbeing. Professional support is available globally through our employee assistance programmes. These offer 24/7 conﬁdential access to expert advice across a range of areas, including wellbeing and ﬁnancial and legal advice. a) Emotional wellbeing Our Mindset wellbeing platform empowers our people to explore their emotional wellbeing through 30 practical learning modules. Over 1,500 people (2024: over 1,600) are actively using the platform, expressing high satisfaction with it, and around 728 people (2024: 696) actively use our wellbeing app. In addition, we have trained 50 volunteers from across our ofﬁce locations to be ‘wellbeing champions’. This equips them to have supportive conversations with colleagues and direct them to further support or professional help if needed. (1) Claims data for FY25 includes the UK, US and Canada. Data for FY24 is for the UK only. Using the mindset platform: 1,515 people 2024: 1,651 people Using the wellbeing app: 2024: 696 people Wellbeing champions: 2024: 50 people Accessing the employee assistance programme: 2 0 2 5 2 0 2 4 50 people 728 people 182 people 168 people 2025 2024 Measures: b) Physical wellbeing As well as offering the platforms described above, we run a range of activities focused on preventing health issues. These include wellbeing webinars, women’s health initiatives, supported cycling schemes and employee-led sport, ﬁtness and charity events. To support colleagues when health-related issues arise, we offer private medical and permanent health insurance globally. During the year, sickness absence decreased to 7 days per person (2024: 7.9 days), which is similar to the UK average of 7.8 days. Absence levels: 2024: 7.9 days Accessing private medical insurance: Accessing permanent health insurance: 2024: 6 people 7days per person 10 people 2025 2024 2,690 claims 740 (1) claims Measures: c) Career We have 987 people managers of varying levels of seniority, who support our people’s career development day-to-day (2024: 965). Each colleague has an annual performance appraisal with their people manager, which includes planning for the year(s) ahead. We complement this with monthly one-to-ones, to ensure career plans are progressing. We also support our people with practical tools such as our online coaching portal. People managers undertake our Effective Manager programme, which covers management and personal leadership skills, everyday coaching, and giving and receiving feedback. Several hundred people managers have completed this training, including 128 during the past year (2024: 176). We have 14 global capabilities, covering disciplines such as cyber security, experience design, engineering, and reporting and analytics. The global capabilities are responsible for developing our colleagues’ skills, qualiﬁcations and conﬁdence. We have a diverse curriculum of internal courses and comprehensive self-study materials to support technical and professional qualiﬁcations and certiﬁcations. Our heavy investment in training resulted in over 13,000 trainings days being completed in the past year (2024: over 12,000 days). Kainos Annual report 2025 Strategic Report 44 We also have comprehensive talent development programmes, mapped to key career stages. These are our: • Developing Leaders programme: targeting employees who are early in their career and already displaying leadership potential. • Emerging Leaders programme: aimed at mid-management employees who are developing leadership ability. • Engaging Leaders programme: aimed at senior managers who are displaying leadership potential and are not currently identiﬁed on a succession plan. • Inspiring Leaders programme: for senior management who are recognised to be successors for a future executive role within the business. • Empowering Leaders programme: a course speciﬁcally designed for developing future senior women in leadership. During FY25, 74 employees attended and graduated from our talent programmes (2024: 105). We have succession plans for our Executive Team and other critical roles. See the Nominations Committee Report for more information. Our Environmental, Social and Governance (ESG) Commitments continued (13) KNOS closing share price on 31 March 2025: 664 pence. pages 75-77 Annual appraisals completed: 99.3 % 2024: 100% 2 0 2 5 2 0 2 4 Number of promotions: 2024: 421 369 people Training expenditure: 2024: £1.0 million £0.9 million Measures: Shares and options allocated in FY25: (£9.0 million at 31 March 2025 closing price (13) ) 1,359,362 Measures: d) Financial wellbeing We offer a compelling reward framework, to support our people’s needs through their career. This encompasses salary, bonus (where applicable), pension and a comprehensive beneﬁts package, some of which has been detailed above. To enable colleagues to share in the value they create, we gift shares to employees in the UK, Ireland, Poland and US, and operate cash-equivalent schemes in our other locations. We also operate a save-as-you-earn share-based scheme. In FY25, we granted 1,359,362 shares and options under all our share schemes, bringing the total allocated to 13,148,245 since we became a public company in 2015. See the Directors’ Remuneration Report for information on how we are refreshing our share schemes. To support colleagues facing ﬁnancial pressure, we offer webinars and a ﬁnancial wellbeing guide, with practical advice for managing personal ﬁnances and links to ﬁnd out more about our reward offerings. e) Social wellbeing We enjoy being a social company and have a network of over 18 Location Advocates. They work with local social committees to organise inclusive social events, to bring people together to connect and have fun. We also encourage quarterly social meet-ups at team level. Kainos pays for all expenses linked to these events. Shares and options allocated since 2015: (£87.3 million at 31 March 2025 closing price (13) ) 13,148,245 Staff entertainment expenditure: 2024: £2.2 million £2.5 million Measures: 45 Kainos Annual report 2025 Strategic Report Diversity and inclusion Contributes to: SDG 5 Gender Equality and SDG 10 Reduced Inequalities We are committed to creating an inclusive culture that champions diversity of thinking and ensures everyone has an equal opportunity to develop, be rewarded and be recognised for their contribution. Our Diversity and Inclusion (D&I) policy commits to a culture that responds to the needs of all groups and takes a zero-tolerance attitude to bullying, harassment, exclusion or victimisation. D&I is an integral part of our Company strategy because we know that having culturally diverse leadership and teams is likely to: • increase our people’s wellbeing, engagement and retention; • help us deliver technology and services that meet the diverse needs of users and citizens; and • support innovation and help us quickly bring new ideas to market. D&I therefore beneﬁts our people, customers, service users and shareholders. We continue to pledge our support to the Ofﬁce of the United Nations High Commissioner for Human Rights (OHCHR), UN Standards of Conduct for Business Tackling Discrimination against LGBTI People, the Race at Work Charter and the Armed Forces Covenant. We have retained our membership of Inclusive Employers and we are a proud Disability Conﬁdent Level 2 employer. How we are organised Our Global D&I Council drives delivery of our D&I programme. It is sponsored by our Chief People Ofﬁcer and comprises colleagues from various levels across our business. It is supported by our ﬁve Employee Network Groups, which provide support, education and voices for their communities. Each group is sponsored by a member of the Executive Team, to ensure representation at all senior decision-making forums. Our data We want our D&I activities and network groups to focus on areas that are important to our people. We therefore use Workday VIBE Index TM to allow colleagues to voluntarily disclose details about their ethnicity, disability, marital status, religion, citizenship status, nationality, sexual orientation, sex at birth and gender identity. Over 84% of all diversity characteristics for all our colleagues are conﬁdentially recorded (2024: 82%). Progress Our Inclusion, Diversity, Equality and Equity e-learning is an essential module for all Kainos staff. It introduces concepts such as microaggressions, stereotyping and prejudice, as well as how our communication styles and behaviours impact inclusion. Over 2,800 people have now completed it (2024: 2,880). People managers take an additional module to help them understand their role in creating an inclusive environment. We have continued delivery of our Inclusive Leadership Programme, with 60% of Leaders and 89% of Executives having attended. Post-programme work is continuing through supplementary learning and reﬂections, with the ﬁrst follow-on session covering how to build psychological safety in teams. We have continued to make progress towards becoming a Disability Conﬁdent Level 3 employer. In FY25, we worked with our internal IT team to embed the Reasonable Adjustments process through education and consultation with our Employee Network Groups (ENGs). IT worked with the ENGs to optimise the Reasonable Adjustments process and to understand the types of individual needs and requirements to support disabled people, so that adjustments can be processed as standard. Diversity data disclosed by employees: 84 % 2024: 82% 2 0 2 5 2 0 2 4 Members in Employee Network Groups: 645 2024: 684 Inspire (women): 374 2024: 412 Xpression (LGBTQ+): 304 2024: 340 Voice (ethnic diversity): 256 2024: 263 Neurodiversity: 86 2024: 86 Embrace (disability): Measures: Kainos Annual report 2025 Strategic Report 46 Gender balance Recent data indicates that despite some improvement, gender diversity in the technology industry globally remains a challenge. Around 25% of roles in technology are undertaken by women (14) , highlighting the need for continued efforts to improve gender diversity. In the UK, women make up 29% (15) of the technology workforce overall, with only 5% of leadership positions being held by women (16) . The table below shows our gender diversity at the year-end. There are 219 women at manager level or above (2024: 229), representing 32% of manager roles (2024: 32%). All Board members identify ‘White/European’ as their ethnic group. The under-representation of women in Kainos and the sector means that our journey towards gender parity is a long-term endeavour. Our gender parity plan has three key themes and associated actions plans, outlined below. Note: At the time of writing, not all colleagues who joined Kainos through the RapidIT- Cloudbera acquisition have been added to our internal Workday systems, hence there is a small difference in reported numbers. a) Develop the talents and careers of women already in Kainos We partner with Women in Business to help women develop networks and connections. In FY25 this included a virtual event (Turning your inner critic into your inner mentor), attended by 64 women. Specialist learning is also offered to support career advancement and personal development for women. One example is our Empowering Leaders (Women in Leadership) programme, focusing on colleagues at principal and leader levels. This learning aims to build a supportive community among women leaders, fostering trusting relationships and mutual support through change. It raised awareness of systemic challenges and provided strategies for effective communication, inﬂuencing, and power use. The programme also encouraged participants to seek and capitalise on opportunities, leading boldly to drive systemic change in diversity, equity, and inclusion. 16 colleagues completed this learning in FY25. Our ENGs also support women in Kainos. In addition to women’s coffee mornings in our main global ofﬁces, our Inspire Network hosted ‘I Am Remarkable’ workshops. These 90-minute sessions aimed to empower women at consultant level and above to conﬁdently discuss their achievements, reframing self-promotion as self-empowerment to foster personal and professional growth. 50 women attended in FY25. Kainos and Microsoft hosted the Power Women in Leadership event in Belfast, uniting over 50 women leaders to discuss leadership challenges and successes. The event featured inspiring talks and aimed to foster a supportive network for women leaders. Informal learning is also prevalent in Kainos, including mentoring (163 mentors and 168 mentees) and day-to-day support through our Inspire Network. Additionally we have a group of 34 men who are actively participating in our Male Allies programme and they are providing support by engaging in D&I learning, participating in events, sharing network content, and fostering inclusivity by amplifying underrepresented voices, checking in with colleagues, and challenging microaggressions. b) Become the destination employer for talented women We believe that the most effective way to encourage people to join Kainos is to showcase our existing talented women colleagues. This year we had six ﬁnalists and four winners across several awards and categories, including Inspirational Role Model, Digital Transformation Leader of the Year and the Microsoft Power Women Award. Our Environmental, Social and Governance (ESG) Commitments continued (14) Skillsoft Women in Tech Report (2024). (15) Tech Talent Charter Diversity in Tech Report (2024). (16) PwC Women in Tech Report (2023). 2025 2024 Gender diversity Board Executive managers All employees Board Executive managers All employees Male 3 (60%) 15 (83%) 1,717 (63%) 5 (71%) 15 (88%) 1,842 (64%) Female 2 (40%) 3 (17%) 974 (36%) 2 (29%) 2 (12%) 1,002 (35%) Non-binary, transgender or not disclosed - (0%) - (0%) 20 (1%) - (0%) - (0%) 19 (1%) 47 Kainos Annual report 2025 Strategic Report c) Encourage more women into digital careers The ‘Outreach’ section in this report describes our activities, including gifting digital bursaries to undergraduate women at university and events for young women considering a digital career. We were delighted to engage 1,462 young women in our virtual outreach programmes, where over 3,000 students participated (2024: 715 young women, over 2,200 students). Social: Communities Contributes to: SDG 4 Quality Education and SDG 10 Reduced Inequalities Part of our role as a leading digital company is to use outreach to promote awareness of digital technologies among school leavers and young people, and to help them build the skills to forge a fulﬁlling career in technology. We also beneﬁt society by employing young people on our graduate and apprentice schemes, as well as supporting charitable causes. Outreach In the past year, over 3,000 young people were involved in one of our programmes (2024: over 2,200). Since 2015, we have engaged over 12,500 young people in the UK, Ireland, Poland and the Americas through our outreach activities (2024: over 9,600). In addition to our popular work experience programme, during FY25: • 25 young people attended our week-long Quantum Camp in Gdańsk, Poland, with experts from around Europe inspiring and educating attendees on this emerging technology; • 375 students attended our global, one-week CodeCamp event, which we have now been delivering for a decade; • 86 young people attended our TechCamp in Toronto, Indianapolis and Buenos Aires; • 389 young people participated in our Digital Insights events in Data Science and Artiﬁcial Intelligence; and • 148 young people aged 9-13 took part in our CodeClub. We offer learning to support colleagues to become outreach mentors, which signiﬁcantly increases participation. In FY25, 159 colleagues recorded over 500 days of mentoring support for young people (2024: 190 mentors and over 500 days). Our Digital Bursaries aim to widen the participation of young people who are traditionally under-represented at university. Launched in 2021 and partnering with Queen’s University Belfast and Birmingham City University, we are supporting 95 young people during their courses, including 27 new bursaries this year (2024: 68 young people). We have continued our partnership with Now Group, a social enterprise and autism charity. Through its Digital Skills Academy, we provide paid work placements for young people seeking to gain entry-level employment. We also partner with disability charity Leonard Cheshire through its Change 100 programme, offering paid internships for computing graduates living with a disability. Gender identity: 36 % 2024: 35% 2 0 2 5 2 0 2 4 63 % 2024: 64% 2 0 2 5 2 0 2 4 1 % 2024: 1% 2 0 2 5 2 0 2 4 32 % 2024: 32% 2 0 2 5 2 0 2 4 17 % 2024: 12% 2 0 2 5 2 0 2 4 Women: Men: Non-binary, transgender or prefer not to disclose this information: Women at manager level and above: Women at executive level: Measures: 2025 2024 Virtual and in-person placements: 2025 2024 Digital inclusion bursaries, young people since FY22 launch: 616 provided 676 provided 95 people 68 people Measures: Kainos Annual report 2025 Strategic Report 48 In recognition that positive outcomes for young people are most often shaped by teachers, through the year we engaged with 121 educators in Northern Ireland and Poland, helping them acquire skills in artiﬁcial intelligence and to bring the latest technologies to their classrooms (2024: 230 educators). Graduate employment and our Earn as You Learn® apprentice scheme Since Kainos was founded in 1986, we have recognised our responsibility to provide roles for people starting their career. In the year, we recruited 66 graduates (2024: 114) and 29 placement students (2024: 29). These roles were based across our Belfast, Birmingham, Derry, Gdańsk, Indianapolis and Toronto locations. We continue to operate our popular Earn as You Learn® apprenticeship scheme, which allows us to identify talented young people outside our traditional graduate recruitment activity. Since its launch in 2013, 107 young people have joined us through this programme (2024: 102). Charities Our people select a global charity, which we support for a minimum of two years. We allocate 50% of our funds to it, with the other 50% supporting local charities. Our current global charity is Cancer Research. We have volunteer-led charity committees at all our locations, who organise fundraising and decide which local charities receive support. We provide ﬁnancial support for all these activities. During the year, our charitable donations were £49,000 (2024: £50,000). In addition to making donations, we enable our people to support good causes in a practical way, with everyone in Kainos able to take two paid days each year to get involved in social and charitable activities. Governance: our stakeholders Our key stakeholder groups are our workforce, customers, shareholders and communities. We recognise that the importance of a topic may vary between stakeholder groups and that the interests of different groups may occasionally conﬂict. The Board is therefore committed to effective engagement, to understand stakeholders’ interests and priorities. Each month, the Board receives detailed reports from management, which include the outputs from stakeholder engagement. The Directors also engage directly with stakeholder groups as appropriate. The table below summarises our engagement with each stakeholder group and the outcomes. Our Environmental, Social and Governance (ESG) Commitments continued 2025 2024 EAYL apprenticeship places since programme launch in 2013: 2025 2024 Charity donations: 2025 2024 Graduates and students employed: 121 people 194 people 107 places 102 places £49,000 £50,000 Measures: 49 Kainos Annual report 2025 Strategic Report a) Our employees We engage with our people to understand how they view Kainos as an employer and where we can improve. This helps us to attract and retain the talent we need to fulﬁl our strategy. Further information on our workforce engagement is set out in the Corporate Governance Report and in the ‘Social: Our people’ section of this report. Employees Their interests • Reward and beneﬁts. • Career progression. • Training and development. • Our culture and strategy. • Teamwork and peer and manager support. • Health and wellbeing. • Diversity and inclusion. • Our ethical stance. How we engage • Each month, we use Workday Peakon to measure sentiment and capture conﬁdential feedback about our strengths and areas for improvement. The outputs are shared with the Board and made available to all staff through online dashboards. Progress with our plans to address feedback is reported monthly to the Executive Team, quarterly to the workforce and twice yearly to the Board. • The Culture and Development Group (chaired by the Chief People Ofﬁcer) is our formal workforce advisory panel. It meets periodically and reports to the Board on people-related matters. • The Directors engage with employees through ofﬁce visits, presentations from staff as part of our monthly Board meetings, organised events which they attend, and regularly at Board dinners. • Our CEO holds monthly ‘Kainos in Brief’ sessions with staff groups, to share news and receive direct input from staff. • Our Executive Team hosts twice-yearly strategy review sessions with staff groups, to discuss culture, engagement and performance. • Our internal social network platform (Microsoft Viva Engage) allows every person to publish, share and comment on all aspects of working in Kainos. Outcomes • We continue to achieve a high employee engagement score, currently 75% (2024: 78%). • In FY25, colleagues contributed 9,472 posts to Microsoft Viva Engage, indicating a highly engaged workforce (2024: 10,642). We have volunteer-led charity committees at all our locations, who organise fundraising and decide which local charities receive support. “ pages 72, 75 and 42-47 Kainos Annual report 2025 Strategic Report 50 Our Environmental, Social and Governance (ESG) Commitments continued b) Our customers We engage with our customers so we can understand their evolving needs and their attitudes towards our service, so we can continue to deliver high levels of customer satisfaction. This enables us to generate repeat business and to win work with new customers. Customers Their interests • Quality and cost of service. • Our ability to meet agreed deadlines. • Our ability to innovate. • Our ethical stance. How we engage • Our project teams typically interact with customers daily. Feedback or escalations are shared within the project team and, where appropriate, with the Executive Team and the Board. • We use an online customer survey to capture a NPS. Surveys happen on a rolling basis, with customers asked for feedback twice a year. The result is shared monthly with the Board and is reported in our investor presentations every six months. The responses inform our continuous improvement programme, which aims to meet or exceed customer expectations on every project. • The Executive Directors, primarily the CEO, meet with customers during the year. These meetings are typically with our largest customers. • Project success stories and retrospectives are included as part of the regular Board agenda, with the teams involved in the project presenting to the Board and receiving Board input and feedback. Outcomes • We received 347 completed NPS surveys (2024: 678), with an overall NPS score of 70 (above 50 is rated as ‘excellent’) (2024: 58). During the year, we experienced an issue that is now resolved, where our survey invitations were being classiﬁed as spam by many customers’ email systems. • During the year, the Board received seven presentations on our customers (2024: seven). c) Our shareholders We value the support of our shareholders and recognise the importance of keeping them informed about our strategy, performance and progress with key strategic programmes. Shareholders Their interests • Strategy and its implementation. • Operational and ﬁnancial performance. • Dividends and total shareholder return. • Our ethical stance, including our approach to ESG matters. • Our remuneration practices. • Developments in our markets. How we engage • Our CEO and CFO meet analysts and institutional shareholders throughout the year, with detailed updates following our interim and full year results. They provide regular feedback from these meetings to the Board. The Chair proactively leads engagement with major shareholders on material matters. Our PR and ﬁnancial advisors also obtain formal feedback from shareholders, which is reported to the Board. • Our Chair engages with shareholders on topics they raise. • We communicate with private investors through the RNS service, the Annual Report and the AGM. • We make ﬁnancial and other information available on our website. Outcomes • We increased our understanding of shareholder views. During the year our conversations focused on the downward revision of our trading expectations (October and November 2024) and in the change in CEO (December 2024). 51 Kainos Annual report 2025 Strategic Report d) Our communities As a responsible business, we need to contribute to the communities we operate in. Further information is set out in the Corporate Governance Report and the ‘Social: Communities’ section of this report. Communities Their interests • Our engagement with community-based programmes. • Our carbon footprint and commitment to reducing our environmental impact. • Employment options for their communities. • Our tax strategy and tax transparency. • Our ethical stance. How we engage • Our outreach programmes engage with our local communities to ensure that our programmes support the needs of our stakeholders. • Our volunteer-led charity committees support and amplify the fundraising efforts of our colleagues and oversee the selection of our global and local charities. • Relevant community initiatives are managed within the relevant Board committees and discussed with the full Board. Outcomes • We recruited 103 graduates, placement students and school leavers in FY25. • We maintained charitable donations at £49,000 (2024: £50,000). • We have maintained our carbon neutral status and remain on schedule to achieve net zero in 2025. Our outreach programmes engage with our local communities to ensure that our programmes support the needs of our stakeholders. “ Kainos Annual report 2025 Strategic Report 52 Governance: business conduct We are committed to maintaining high standards of business conduct. This encompasses our ethical principles, our approach to protecting human rights and preventing bribery and corruption, and our quality, data privacy and security standards. Our culture is one of openness and accountability, which we believe is essential for reducing the possibility of legal or ethical violations and for swiftly addressing them if they occur. However, all businesses face the risk of things going wrong or of unknowingly harbouring illegal or unethical conduct. To enable our people to speak up about any actual or suspected issues, we have a whistleblowing policy and an independently run whistleblowing hotline. This allows our people to make conﬁdential reports, which can be anonymous if they prefer. We proactively communicate our whistleblowing policy and provide mandatory training on it. We review the policy every ﬁve years, with the current version dated May 2025. There were zero incidents referred through our whistleblowing process in FY25 (2024: zero). Code of ethics: our ethical principles and commitments The number of lives we touch is vast. Each year, 60 million users interact with the systems or services we have delivered. To create the best outcomes for these users and for our people, customers and communities, it is vital that we have clear ethical principles and that everything we do is aligned to them. Our code of ethics sets out our principles in six areas: wellbeing, equality, the environment, transparency, integrity, and taking the initiative to make a positive difference. These principles are then divided into 36 ethical commitments. The code of ethics deliberately uses clear and active terms to describe how to apply our commitments in our everyday business dealings, to help everyone in Kainos meet our commitments wherever they are relevant. Our code of ethics was created following wide-ranging discussions with colleagues across Kainos and has been published via our internal employee communication and conversation platform, Viva Engage. Our Viva Engage has a dedicated Ethics channel, however ethical conversations occur across the entire platform, for instance; they feature in discussions in channels including: • #Innovation (facial recognition, responsible innovation, streetlamp cameras) • #Data&AI (AI, ethics and medical research, data ethics, ethical principles in defence) • #AllCompany (assessing our customers ethical approach) • #TechOutreach (ethics and the future of employment) • #Ethics (cashless society, big tech and ethics, animal welfare, smart cities) • #Diversity&Inclusion (anti-racism, #23andMe) • #ClimateAction (our customers’ climate stance) Business ethics: human rights The software sector is not at high risk of issues such as modern slavery or human trafﬁcking and none of our subsidiaries has an intricate supply chain or partnerships with businesses in countries where labour laws are unenforced or non-existent. Even so, we are clear that we do not tolerate slavery or human trafﬁcking in our supply chains. We conduct supplier due diligence audits to ensure they have robust modern slavery policies and have mandatory training for our employees, which covers awareness of the various forms of modern slavery, how to identify the signs of slavery and how to respond. Employees must also formally attest that they will abide by our modern slavery prevention policies. We publish a modern slavery statement every year, with the most recent version released in October 2024. Our whistleblowing policy encourages staff to report any human rights violations, including modern slavery. No violations were reported during the year (2024: zero). Our Environmental, Social and Governance (ESG) Commitments continued zero Incidents referred through our whistleblowing process 53 Kainos Annual report 2025 Strategic Report Many of our employees’ human rights are protected by the policies and commitments set out in the ‘Diversity and Inclusion’ section in this report. We also carry out checks to ensure employees have the necessary documentation to legally work in the country where we are employing them and that we do not employ anyone under the legal minimum working age. Business ethics: anti-bribery, anti-corruption We operate a zero-tolerance approach to corruption and bribery in all our business dealings and encourage staff to report suspected wrongdoing as soon as possible. We have a global anti-corruption and anti-bribery policy, which we review every two years and was most recently updated in 2024. We provide mandatory training on anti-bribery and corruption, which includes training on the whistleblowing policy. In FY25, there were no reported breaches of our anti-bribery and corruption policy (2024: zero). Quality standards, data privacy and security Consistently delivering a high-quality service to our customers requires us to have a robust quality management system and to safeguard the sensitive information we process every day. Our quality management system is based on the following certiﬁcations: • ISO9001 Quality Management System, held since 1993. • ISO20000 Information Technology Service Management System, held since 2009. • ISO27001 Information Security Management System, held since 2011. • Cyber Essentials Plus, held since 2022. We ensure adherence to these standards through our internal training programme, supplemented by our internal audit reviews. As part of the certiﬁcation process, we are subject to an annual external assessment to ensure that our controls are robust, that we are applying them consistently and that we are updating them regularly to reﬂect best practice. To ensure data privacy and security, we have prioritised secure data handling processes, product design, hosting and operational management. Our people complete security awareness and data handling training annually. We regularly assess and review our information security risks in IT steering meetings with our senior management team. We also participate in third-party assessments for public and private sector customers, to evidence that our security controls are effective and address any risks. We have selected SOC2 Certiﬁcation for our Smart products. This covers security, availability, processing integrity, conﬁdentiality and privacy. These practices are subject to external assessment annually, by global consulting ﬁrm EY. During the year there were no data security or privacy breaches that required reporting to the Information Commissioner (2024: zero). The number of lives we touch is vast. Each year, 60 million users interact with the systems or services we have delivered. “ Kainos Annual report 2025 Strategic Report 54 Section 172 matter How the Board considered this matter in FY25 The long-term impact of decisions. The Board remains committed to sustainable growth and long-term value creation. The Directors recognise that the decisions they make today will affect the Group’s long-term success. Key strategic decisions during the year, taken with a view to ensuring the long- term success of the Company include the Built on Workday investment to expand the Company’s strategic partnership with Workday, Inc. to jointly develop and distribute ‘Built on Workday’ applications, including Kainos’ existing products such as Smart Test, Smart Audit, Smart Shield and EDM. More information on our strategy can be found in the Our Strategy section of this report. The interests of our employees. Our employees are fundamental to our success and to the delivery of our strategic ambitions. This is reﬂected in the use of our employee listening platform, Peakon, to identify the engagement priorities that form part of our people strategy (‘People Promise’), the progress against which is discussed at Board level. Peakon also provides external benchmarks, allowing the Board to compare Kainos against 300+ tech companies across key measures of engagement, wellbeing and diversity and inclusion. The importance of the measure is reﬂected in the fact that it is one of a package of performance measures used to determine the value of the LTIP awards. In addition, the Board receives Peakon survey and Glassdoor data in each monthly Board pack, together with progress updates on our ‘People Promise’ improvement projects. This data is used as part of the periodic Board presentations by our Chief People Ofﬁcer, Colette Kidd, and was used to frame discussions at the Board workshop about our Group strategy. The Board engages with employees informally through invites to Board dinners, and more formally by inviting workforce representatives to various Board and Committee meetings throughout the year. For example the Remuneration Committee invited Jakub Stempnik, our Poland Country Lead, to its August 2024 meeting to discuss the value that employees in the region perceive the employee share schemes to deliver, in advance of the 2025 share scheme refresh exercise. Other examples include: presentations by Matt Scourﬁeld, Learning & Development Manager, on the development of online learning pathways; by Lee Collins, Global Head of Engagement, Culture and Development on our talent development approach; and by Kim Freestone, Head of Product, on lessons learned from her attendance at our Engaging Leaders talent programme. The Board regularly receives updates regarding our health and wellbeing initiatives through board papers and in presentations from our Chief People Ofﬁcer, Colette Kidd. Key initiatives discussed this year included our Global Parkrun challenge (to support physical wellbeing), our wellbeing webinar series (focusing on physical, mental and ﬁnancial wellbeing), the establishment of a new Employee Relations centre of excellence and the formation of a new disability employee network group. Key initiatives include Board approval to move to a ﬂexible beneﬁts scheme, which will allow employees to choose those elements that are right for them. This is scheduled for implementation in FY26. Our Environmental, Social and Governance (ESG) Commitments continued Governance: Section 172 statement The Directors have an obligation to act in accordance with a general set of duties, which are set out in Section 172 of the Companies Act 2006. Section 172 requires a director of a company to act in the way he or she considers, in good faith, would support the long-term success of the company and its various stakeholders. In doing this, directors need to consider a variety of matters, which are set out in the table below. The Directors are briefed on these duties as part of their induction and through regular training. They also have access to professional advice from the Company Secretary or, if necessary, from an external advisor. The Directors consider, both individually and together, that they have exercised care in their decision-making, are cognisant of their Section 172 obligations, and take into consideration the needs and interests of the various stakeholder groups as part of all Board decision-making. pages 21 – 23 55 Kainos Annual report 2025 Strategic Report Section 172 matter How the Board considered this matter in FY25 Our relationships with our suppliers and customers. Delighting our customers is a key tenet of our strategy. The Board receives and reviews NPS data as part of each monthly Board pack. The Board elected to include NPS as one of a package of performance measures used to determine the value of the Company’s LTIP awards. Doing a good job for our customers is so important that it directly impacts remuneration outcomes. Our impact in our communities and on the environment. During the year, the Board received two updates on our progress with our climate-related initiatives and SBTi-approved net zero target and veriﬁed the annual climate action plan for the year ahead. Further information is located within the ‘TCFD’ disclosures section of this report. The importance of maintaining our reputation for high standards of business conduct. Ethical governance and compliance with regulatory standards underpin our operations. The Board ensures that our corporate governance framework aligns with best practices and evolving regulations. Key policies and initiatives approved by the Board during the period include (i) the roll-out of global anti-corruption training, (ii) a refresh of our Anti- bribery and Anti-corruption Policy to reinforce our commitment to ethical business practices, and (iii) the roll out of a new Code of Ethics and Standards Policy, which sets out clear expectations for ethical and compliant business conduct, to ensure that the Company adheres to the highest standards of integrity, transparency, and accountability. The need to act fairly between our shareholders. The Board remains committed to treating all shareholders fairly and ensuring transparent communication. We engaged with shareholders through AGMs, investor roadshows, regular market updates and through one-to-one meetings, always maintaining an open dialogue. Feedback from investors has been considered in shaping our corporate strategy and capital allocation decisions. Given the Company’s strong balance sheet position, and the generation of signiﬁcant operating cash ﬂow, in November 2024 the Board reviewed options to return value to shareholders. The Board elected to deliver shareholder return through the launch of a £30 million share buyback scheme. Purchased shares are cancelled, rewarding shareholders through growth in earnings while retaining a robust capital base. Shareholder return is also delivered through our progressive dividend policy. The Board ensures that our corporate governance framework aligns with best practices and evolving regulations. “ Kainos Annual report 2025 Strategic Report 56 In aggregate, revenue for the period decreased by 4% (-3% ccy) to £367.2 million (2024: £382.4 million). Within this, we recorded continued strong growth in Workday Products, with revenue in the period increased to £71.3 million (2024: £57.3 million), representing growth of 24% (26% ccy) (2024: 28%). This growth was more than offset by the tough trading environment for our two services divisions. Digital Services revenue reduced by 7% to £197.2 million (2024: £213.1 million), due to lower demand across the public and commercial sectors. Workday Services revenue reduced by 12% (-10% ccy) to £98.7 million (2024: £112.0 million), in part due to a more competitive market. In the prior ﬁnancial year, we stopped providing procurement consulting services previously offered by Blackline Group, which we acquired in 2022. Adjusting FY24 revenue to exclude these services, Workday Services revenue in the current period was 8% lower on a like-for-like basis. The Group ‘Operational Review’ provides more information on our revenue performance. Our overall gross margin decreased to 47.9% (2024: 49.0%). Digital Services’ gross margin decreased to 36.4% (2024: 38.4%) driven by lower utilisation. Workday Services’ gross margin decreased by 3% to 51.7% (2024: 54.7%) mainly driven by rate pressure. Workday Products’ gross margin decreased to 74.4% (2024: 77.1%) impacted by lower margins in our Employee Document Management product, launched in FY24. Operating expenses Operating expenses (excluding restructuring costs) decreased by 2% to £125.6 million (2024: £128.4 million) reﬂecting disciplined cost management. Restructuring costs of £8.4 million (2024: £Nil) were incurred during the period. These costs relate to redundancy and severance costs incurred in the delivery of cost reduction measures in the period. £3.0 million of the £8.4 million restructuring costs have been paid in FY25 and the remainder recorded as a liability in the statement of ﬁnancial position. £19.0 million of cost savings are estimated to arise from the cost reduction measures which are expected to be reinvested or offset in the areas outlined in the ‘Financial highlights’ section. As noted in our Workday Products review, we entered into an enhanced strategic partnership agreement with Workday, Inc. in July 2024. Under the terms of this agreement, annual fees of approximately £7.8 million are payable. A total charge of £5.2 million (2024: £Nil) was recognised in the period since July 2024. We continue to invest in product development, with expenditure increasing to £16.8 million (2024: £13.5 million), all of which was expensed during the period. We recognised £5.1 million of Research & Development Expenditure Credit (RDEC) income during the period (2024: £5.2 million). Alternative performance measures We use several alternative performance measures to understand and monitor day-to-day performance and to assist management’s ﬁnancial, strategic and operating decisions. We believe our adjusted measures are better indicators of trading performance, assist comparison between periods and provide useful information for users of the ﬁnancial statements. The nature and type of items adjusted are also similar to comparable companies. Speciﬁcally we exclude the following items: Costs directly attributable to acquisitions. This includes amortisation of acquired intangible assets, deferred consideration including compensation for post- combination services and acquisition- related expenses such as legal and professional costs incurred mainly in the period of acquisition. These costs are unique to each acquisition and can vary signiﬁcantly between periods depending on the timing and size of acquisitions, the nature of intangible assets acquired and the structure of consideration. We do not therefore consider these costs are reﬂective of underlying operations. Share-based payment costs. Although share-based payment compensation is an important aspect of the compensation of our employees, we believe it is useful to exclude the share-based payments expense to better understand FY25 was a period of challenging trading environments for our services businesses – Digital Services and Workday Services – but also continued strong growth in our Workday Products division. FINANCIAL REVIEW 57 Kainos Annual report 2025 Strategic Report Adjusted proﬁt measures 2025 (£000s) 2024 (£000s) PROFIT BEFORE TAX 48,640 64,772 Share-based payment expense and related costs 5,930 5,952 Amortisation of acquired intangible assets 836 4,190 Increase in fair value of investment property and gain on sale of property – (2,154) Restructuring costs 8,411 – Compensation for post-combination services 877 3,800 Acquisition-related expenses 948 626 ADJUSTED PROFIT BEFORE TAX 65,642 77,186 PROFIT AFTER TAX 35,560 48,715 After tax impact of: Share-based payment expense and related costs 4,335 4,464 Amortisation of acquired intangible assets 645 3,147 Increase in fair value of investment property and gain on sale of property – (1,894) Restructuring costs 6,194 – Compensation for post-combination services 877 3,746 Acquisition-related expenses 693 582 ADJUSTED PROFIT AFTER TAX 48,304 58,760 Adjusted EBITDA 2025 (£000s) 2024 (£000s) ADJUSTED PROFIT BEFORE TAX 65,642 77,186 Depreciation of property, plant and equipment 3,381 2,886 Depreciation of right-of-use assets 1,277 1,152 Finance expense 333 334 Finance income (6,440) (4,336) ADJUSTED EBITDA 64,193 77,222 the performance of our core business and to facilitate comparison of our results to those of peer companies. Our arrangements consist of both equity-settled and cash- settled schemes and the expense incurred will be inﬂuenced by factors including the market value of our shares, forfeiture rates and volatility, which are generally beyond our control and may not correlate to the operation of the business. Signiﬁcant and non-recurring items. In the prior period we excluded gains relating to the sale of property, plant and equipment and fair value movements in investment property. In the current period we have excluded restructuring costs incurred. We consider adjusting these costs provides more meaningful period-to-period comparisons. We adjust for the above items consistently across all our adjusted measures, namely ‘adjusted proﬁt before tax’, ‘adjusted EBITDA’, ‘cash conversion’ and ‘adjusted diluted and basic earnings per share’. The adjusted proﬁt measures we use are not deﬁned in UK-adopted International Accounting Standards and our deﬁnitions may not be comparable with similarly titled performance measures and disclosures by other entities. As such, these measures should not be considered in isolation but as supplementary information to the ﬁnancial statements. The adjusted proﬁt measures reconcile to the reported numbers as follows: Adjusted pre-tax proﬁt decreased by 15% to £65.6 million (2024: £77.2 million). Proﬁt before tax decreased by 25% to £48.6 million (2024: £64.8 million). Kainos Annual report 2025 Strategic Report 58 Corporation tax charge The effective tax rate for the year was 27% (2024: 25%), which is higher than the UK corporation tax rate, primarily due to the impact of higher tax rates in the United States. We envisage our future effective tax rates to be broadly in line with this rate. The year-end tax liability has reduced to £2.5 million (2024: £7.1 million) due to an increase in advance payments made during the year. Financial position We continue to have a strong ﬁnancial position with £133.7 million of cash and treasury deposits (2024: £126.0 million), no debt and net assets of £138.0 million (2024: £156.8 million). The combined underlying net trade receivables and accrued income balance decreased by 21% to £54.2 million (2024: £68.6 million), reﬂecting the decrease in revenue in Digital Services and Workday Services and strong cash collection. Trade payables and accruals have increased to £54.3 million (2024: £50.1 million) due mainly to timing of receipt of some larger supplier invoices at year-end. As previously disclosed, we agreed to sell part of the site which was purchased in FY20 for the development of the Group’s future headquarters in Belfast. We concluded the sale during the year, receiving proceeds of £6.2 million. The fair value of this investment property prior to disposal was £6.2 million. As a result, no gain or loss relating to the disposal of this property has been recognised in the period. Cash ﬂow and cash conversion Cash conversion, which is cash generated by operating activities as a percentage of adjusted EBITDA, was very strong at 112% (2024: 98%). Adjusting for the impact of restructuring costs not paid at 31 March 2025, cash conversion would be 103% . Dividend Our progressive dividend policy provides shareholder returns, while ensuring we have sufﬁcient funds to invest in long- term growth. The proposed ﬁnal dividend recommended by Directors is 19.1p and, if approved by shareholders, will be paid on 24 October 2025 to shareholders on the register on 3 October 2025, with an ex-dividend date of 2 October 2025. This will make the total dividend for the year 28.4p (2024: 27.3p) which will represent a distribution of 73% of adjusted proﬁt after taxation (2024: 58%). Capital allocation policy Kainos has a strong unlevered balance sheet and continues to generate signiﬁcant operating cash ﬂow. The Board’s main priorities when it comes to our cash are to enhance the growth of the business, both organically and through acquisition, and to reward shareholders through growth in earnings alongside our progressive dividend policy, while retaining a robust capital base. Where there is surplus cash over and above that needed to fund organic and inorganic growth, the Board will consider additional one-off returns of capital to shareholders. We launched a £30.0 million share buyback programme on 8 November 2025, to be executed over a period of six months. The programme completed on 9 May 2025 with a total of 3,993,382 shares having been bought back for consideration of £30.0 million. Any shares purchased as part of this programme are subsequently cancelled. After applying the Board’s capital allocation framework, as announced on 19 May, we launched a further share buyback programme of £30 million to be executed over six months. The Board will continue to keep its capital allocation policy and further distributions to shareholders under review, with consideration of other potential uses of capital that may drive value for shareholders over the medium-term. Richard McCann Chief Financial Ofﬁcer 16 May 2025 Financial Review continued £133.7 million of cash and treasury deposits (2024: £126.0 million) 59 Kainos Annual report 2025 Strategic Report We aim to increase proﬁtability while maintaining a healthy ﬁnancial position and investing in the people and opportunities which underpin our growth. We track several KPIs to identify trends in our operating performance and to assess progress of our key objectives, such as staff wellbeing and engagement. Financial KPI targets are used as a basis for remuneration awards and are identiﬁed in the Directors’ Remuneration Report. KEY PERFORMANCE INDICATORS (KPIS) 93 % 2 0 2 5 2 0 2 4 2 0 2 5 2 0 2 4 Financial KPIs: Non Financial KPIs: 2025 2024 £382.4 million £424.5 million 2025 2024 £367.2 million £382.4 million 2025 2024 £65.6 million £77.2 million 2025 2024 70 58 2025 2024 1,094 930 2025 2024 2,865 2,995 Bookings: Revenue: Adjusted pre-tax proﬁt: Customer Net Promoter Score: Staff retention: Numer of customers: Number of staff: 2024: 93% Kainos Annual report 2025 Strategic Report 60 We recognise the importance of effective risk management and the need to mitigate potential threats which could adversely impact our operations, reputation and ﬁnancial results. We have therefore developed our risk management framework and associated governance structures to help us safeguard our people, our customers and our business. While Kainos has a higher risk tolerance when exploring new technologies, opportunities, and partnerships, we have a low appetite for risks associated with information security breaches and any form of regulatory non-compliance. Our risk governance and risk management process The Board is responsible for ensuring that risk is managed across the business. While we can never eliminate all risk, the Board considers that our risk assessment framework and governance structures are robust and provide assurance that we are effectively identifying, monitoring and managing risk. The Group Risk Register is our principal tool for monitoring and reporting risk. It describes each principal risk, its potential impact, the likelihood of it materialising and any appropriate mitigating controls to reduce the risk to an accepted level. Senior management co-ordinates the Register’s preparation, using input from all areas of the business. Each risk is assigned to a senior manager, who is responsible for ensuring that we develop controls and mitigating actions to reduce the risk’s likelihood and potential impact. The Audit and Risk Committee formally reviews the Risk Register twice each year and may meet at other times if there is an emerging risk or substantial changes to principal risks which require attention. The Committee updates the Board after each formal review of the Risk Register and when risks change signiﬁcantly. Our risk proﬁle While Kainos has faced challenging trading conditions throughout FY25, we continue to actively manage macroeconomic risks through individual sector and business unit mitigation plans, in addition to steps taken to diversify our customer portfolio and geographic footprint, and develop key relationships with our business partners. These activities are documented throughout other sections of this report. Throughout this year, notable improvements have been made to mitigate and manage risks associated with cyber and information security, sustainability, developing Kainos’ partner relationships and managing risks related to the use and development of AI solutions. Although the risks posed by a cyber- attack continue to be a threat to Kainos’ operations, improvements have been made across the identiﬁcation and management of cyber risk in customer projects, continued investment in cyber defence tooling and capabilities, and strengthened controls to secure email communications. The risks posed by climate change to our operations have been reduced, due to continued improvement in governance, management and reporting, as evidenced by our increased CDP rating (moving from a C rating to B rating in FY25). In addition, Kainos commissioned an independent external risk scenario study, which concluded that climate change does not pose an increased risk to Kainos, or its operations. Kainos understands the importance and relevance of our key partners to our business, and continue to prioritise and develop those relationships. In FY25 Kainos has developed a BizApps practice and Microsoft AI Centre of Excellence, to ensure relevance to Microsoft seller priorities. In addition, the partnership with Workday has been strengthened through the Built on Workday partnership, which means Workday is enabled to co-sell Kainos products, allowing Kainos to get closer to Workday’s product teams and align our roadmap for existing and new product development. Kainos continues to invest in developing AI at all levels of our business. We have been actively engaged in developing global and UK speciﬁc standards in relation to AI Safety and Security, and have worked closely with key stakeholders to create the UK code of practice for DSIT, all underpinned by an AI Governance forum led by our Chief AI Ofﬁcer. RISK FACTORS AND UNCERTAINTIES 61 Kainos Annual report 2025 Strategic Report 1. Cyber and information security 2. Global macroeconomic events 3. Exchange rate ﬂuctuations 4. Partner relationships 5. Increasing complexity of global data protection laws 6. Long-term climate change and sustainability 7. Non-compliance with laws and regulations 8. Unsafe use of AI 9. Increasing customer demands in a competitive skills market Risk Description Potential impact and mitigation 1. Cyber and information security Risk to: Change: Cyber threats are constantly adapting and increasing in number, frequency and sophistication. We must maintain appropriate controls and protective measures to ensure the conﬁdentiality, integrity and availability of our IT systems, both internally and as part of our service offerings to customers. Potential impact By failing to protect sensitive data and information systems from cyber- attacks, we face legal, ﬁnancial and reputational risk, which could reduce short-term proﬁts, expose us to regulatory ﬁnes (for example under GDPR), lead to signiﬁcant remediation costs and contractual liability, and damage our customer relationships and market credibility. Mitigation We continue to monitor the cyber-threat landscape and invest in developing and strengthening our defences against cyber-attack. We review and test the effectiveness of our Information Security Programme controls against industry best practice, assisted by independent external certiﬁcation (ISO27001) as well as Cyber Essentials and Cyber Essentials Plus. A comprehensive internal and independent external cyber assessments and audits ensures continued focus on emerging threats and to support the ongoing maturity of our security capabilities. Our senior management team receives regular updates on our security programme through the Cyber Steering and Audit and Risk Committees, with representation from our Chief Information Security Ofﬁcer, Chief Information Ofﬁcer, cyber security and information security teams, and our legal and business management. We run regular mandatory training for all staff on information security and data privacy. Key improvements in FY25 include implementation of enhanced controls to protect email communications, provision of secure remote access to company systems and the introduction of advanced network activity monitoring. In parallel, we have further embedded cyber risk management into our business operations. This includes working closely with business units to identify, assess and mitigate cyber risks in customer-facing projects. Increased risk No change of risk Decreased riskPeople Customers Markets Key 1 2 3 4 5 6 7 8 IMPACT LIKELIHOOD 9 Detailed risk assessment The following tables summarise our principal and emerging risks, informed by our Group Risk Register, with their current likelihood and potential impact shown in the heatmap after risk mitigations have been applied. The table is not intended to be exhaustive and there may be risks that we do not currently consider to be serious or which we are willing to accept to support strategic objectives. Where possible, we have taken steps to manage or mitigate risk using a combination of technical, operational and legal controls, but we cannot entirely safeguard against all of them. Kainos Annual report 2025 Strategic Report 62 Risk Description Potential impact and mitigation 2. Global macroeconomic events Risk to: Change: We may be affected by: • the instability of the ﬁnancial system, market disruptions or suspensions; • a material downturn in the ﬁnancial markets or an economic recession; • the insolvency, closure, consolidation or rationalisation of parts of our customer base; • increased geopolitical instability; or • major changes in UK Government structure, such as the disbanding or reorganisation of key public sector bodies (e.g. NHS England disbanding). Potential impact If these events occur, they could harm our revenue, proﬁt, growth and cash ﬂow over a sustained period, result in higher costs and disruption to our business, damage our reputation or cause ﬁnancial loss if customers do not renew their contracts. Mitigation We strive to build a balanced business, where our revenues are generated from many different sources, they are: • from different service lines: Digital Services (54%), Workday Services (27%) and Workday Products (19%); • derived from separate sectors: commercial (52%), public sector (34%) and healthcare (14%); • spread over different regions: UK & Ireland (59%), Americas (31%), Central Europe (9%) and the rest of the world (1%); and • from different business models: services (79%), subscriptions (18%), third party and other (3%). In addition to this resilience in our revenue streams, we have a considerable contracted backlog (typically over 85% of prior year revenues) that provides short-term protection. We also undertake regular reviews of risk mitigation activities across each business unit and sector. These include targeted efforts to strengthen customer relationships, diversify our client base and identify and pursue opportunities in new geographic markets. 3. Exchange rate ﬂuctuations Risk to: Change: There is a risk of material detrimental movement in foreign exchange rates. Potential impact This could harm our revenue, proﬁt, growth and cash ﬂow over a sustained period. Mitigation We have a treasury policy to mitigate currency risk, which we review and approve annually. Further information on our foreign currency risk management can be found in note 26 to the ﬁnancial statements. 4. Partner relationships Risk to: Change: Our partner arrangements may include access to proprietary materials such as training, know-how or branding, which we require to deliver or enhance our services. A deterioration in strategic partner relationships could result in us losing access to essential intellectual property or services, which could impact partner- inﬂuenced sales. Potential impact Failure of partner relationships could reduce revenue, proﬁt and cash ﬂow in the short-term and damage our reputation, customer relationships and market conﬁdence in us. Mitigation We have contracts with our main partners, including Workday, Microsoft and AWS, and Strategic Alliances team to establish and manage relationships with all key partners. Our partner managers have regular contact with key partners and in FY25 the partnerships with Workday and Microsoft have been developed through the establishment of the BizApps practice and Microsoft AI Centre of Excellence, as well as the Built on Workday partnership, which allows Workday to co-sell our products and grants Kainos access to Workday product teams for alignment on existing and new product development. Kainos is also now part of the AWS Managed Service Provider program, ensuring that delivery of projects built on AWS meets Amazon’s own high standards for security and quality delivery. Risk Factors and Uncertainties continued 63 Kainos Annual report 2025 Strategic Report Increased risk No change of risk Decreased riskPeople Customers Markets Key Risk Description Potential impact and mitigation 5. Increasing complexity of global data protection laws Risk to: Change: We need to comply with legal, regulatory and contractual information security and data privacy requirements. In Europe, GDPR mandates a suite of data privacy controls to mitigate the risk of unauthorised disclosure of personal information. Other jurisdictions have similar measures and as we expand into new regions, it is imperative that we understand and adhere to the applicable controls. Potential impact Non-compliance could expose us to liability and ﬁnancial penalties, reduce proﬁt and cash ﬂow in the short-term, and damage our customer relationships and credibility in the market. Mitigation We review the impact of information security and data privacy regulations and legislation on us and our customers. These reviews inﬂuence our internal controls and processes and the design of products, solutions and working practices. Speciﬁc data privacy controls or conditions are included, where relevant, in our customer or supplier contracts. We make staff aware of the potential impact of changing regulations and provide company-wide mandatory annual training. Our activities to ensure the provision of GDPR controls includes, but is not limited to: • staff education on data privacy; • Data Privacy Impact Assessments (qualiﬁcation screening at a minimum) and data mapping (Record of Processing) for all areas where Kainos acts as data controller; • customer consent through legitimate interest terms and conditions; • retention controls; and • ensuring personal rights are respected, such as the right to be forgotten, right to amend, right to view/disclosure. As we enter new regions, we ensure that: We review the relevant privacy laws. An example would be subscription to the revised US Data Privacy Framework and Transfer Risk Assessments for relevant countries. We put in place effective initial controls at the project level. We have a Data Protection Steering body, which meets monthly to ensure that the data privacy mandate is prioritised, planned and governed accordingly. 6. Long-term climate change and sustainability Risk to: Change: With investors and other stakeholders increasingly focusing on sustainability and climate, there is reputational risk for us if we decide not to act or act too slowly. Potential impact A slow response to our climate responsibilities could lead to ﬁnes for non-compliance, increasing costs for carbon offsetting and potential reputational damage. Reputational damage may encourage colleagues to leave Kainos or deter applicants from joining us. It may also deter customers from appointing us to projects and investors owning our shares. Mitigation We achieved carbon neutrality in 2021 and remain on track to achieve our SBTi near-term net zero targets in FY26. We believe that achieving these ambitious targets mitigates this risk. Further details can be found in the ‘Our Environmental, Social and Governance (ESG) Commitments’ section. page 34 Kainos Annual report 2025 Strategic Report 64 Risk Description Potential impact and mitigation 7. Non-compliance with laws and regulations Risk to: Change: We must comply with laws and regulations applicable to us and design our products and services to meet laws and regulations applicable to our customers. FY25 has seen a substantial increase in the number of regulations applicable to Kainos and/or its customers, including the EU Network and Information Systems 2, EU AI Act and DORA (Digital Operational Resiliency Act). Potential impact Non-compliance could expose us to liability and/or ﬁnes, negatively impact proﬁt and cash ﬂow in the short-term and cause reputational damage. Customers are also facing increasing regulatory requirements across areas such as artiﬁcial intelligence, cybersecurity, data protection and operational resilience. While Kainos may not always be directly within scope of these regulations, we recognise the importance of aligning with these evolving standards to ensure we can continue to support and deliver services to our customers. Mitigation While we recognise the increasing burdens of compliance for Kainos and its customers, we have robust controls in place. The increasing number and complexity of regulations means we must continue to monitor and closely manage this area. Our Finance and Legal teams review draft and current regulatory and legislative requirements, including, for example, the Network and Information Systems Regulations, GDPR and emerging AI legislation and provide an impact assessment for the products and services that we deliver to customers. We monitor our internal processes and systems to ensure compliance with applicable laws and regulations. We have processes designed to ensure awareness of regulatory requirements and that the relevant information is appropriately disseminated. There are well-established training and awareness activities. We have policies and mandatory training in place in relation to bribery and corruption. More details can be found in the ‘Business Ethics’ section of this report. 8. Unsafe use of AI Risk to: Change: Using AI technology without appropriate safeguards or ethical considerations could lead to the mishandling of sensitive data, privacy violations and reputational damage through bias, discrimination or use of technology which does not consider ethical concerns. Potential impact Unsafe use of AI could lead to ﬁnancial penalties, for example due to non-adherence to data privacy regulations such as GDPR, or instances of copyright infringement. Publishing unveriﬁed and/or biased content generated by AI models or failing to deliver AI projects with established governance standards could damage our reputation. Conversely, reluctance to embrace AI technology may adversely affect our competitive position, due to missed opportunities and an inability to beneﬁt from the efﬁciencies that AI technology can offer. Mitigation Building on the progress made in FY24, most notably the appointment of our Chief AI Ofﬁcer to lead the strategy and execution of safe AI practices and establishment of AI Governance structures, Kainos has further strengthened its commitment to responsible AI development and use throughout FY25. Our initiatives in FY25 include strategic hires in AI Ethics and Safety, as well as the appointment of a dedicated Head of AI Security and Head of AI Ethics and Governance. In addition, we have rolled out AI safety and security mandatory training for all employees, with completion metrics actively monitored by the senior management team. Kainos’ vision for the safe and responsible adoption of AI is being driven by the Senior Leadership team, and Kainos continues to champion the use of Safe AI in customer project delivery. The AI Governance Committee continues to monitor the evolving regulatory landscape and is responsible for designing and implementing appropriate controls to ensure ongoing compliance with all relevant legislation and regulatory frameworks. Risk Factors and Uncertainties continued page 53 65 Kainos Annual report 2025 Strategic Report Increased risk No change of risk Decreased riskPeople Customers Markets Key Risk Description Potential impact and mitigation 9. Increasing customer demands in a competitive skills market Risk to: Change: Demand for skills in areas such as business development, low code, data and AI, cyber security and application development may introduce challenges when recruiting new people and retaining our current skilled employees. Potential impact This could impact our ability to provide solutions and services to our customers, exposing us to liability, reducing proﬁt and cash ﬂow in the short-term and causing damage to our reputation, customer relationships and staff morale. Through hiring experienced, specialist skills and investing in the development of these skills, the impact of this risk has decreased from the previous year. Mitigation We have established ourselves as an employer of choice in our key locations by strengthening our Recruitment team, streamlining hiring processes, and promoting our employer brand. We have reviewed our reward structures and continue to focus on employee engagement through competitive beneﬁts, career development, and regular feedback, contributing to high retention. Looking ahead, we are prioritising strategic workforce planning to build critical skills in growth areas. This includes proactively moving talent across the organisation to ﬁll gaps and support development. With increasing competition for top talent, we are investing in internal mobility, succession planning, and capability building to future-proof our workforce. Leveraging data and insights, we aim to stay agile and ensure we have the right people in place to support our long-term growth. Kainos Annual report 2025 Strategic Report 66 In accordance with Provision 31 of the UK Corporate Governance Code, the Directors have assessed our viability over a three- year period, ending 31 March 2028. In making this assessment, the Directors have assessed the prospects of the Group by considering the Group’s current ﬁnancial position, its recent and historic ﬁnancial performance and forecasts, its business model and strategy and the principal risks and uncertainties. The assessment period The Directors have reviewed the period used for the assessment and consider that three years remains appropriate. Three years is considered sufﬁcient to assess the rate of change in each of our three divisions and is appropriate given the nature and investment cycle of a technology business. It also aligns with our strategic planning timeline. Assessment of viability In performing the assessment, the Directors considered our long-term strategy and focus, the demand for our products and services, the increasing level of recurring revenue and low customer attrition, the track record of strong cash generation and the healthy cash balance, with no debt from ﬁnancial institutions. The Directors also considered the risks of regional and political changes in our main markets on each of our business areas. Additionally, the Directors’ review included sensitivity analysis modelling the impact of severe, yet plausible scenarios associated with the Group’s principal and emerging risks, which could have the most signiﬁcant potential impact on viability over the three- year period, as outlined in the table below. In all scenarios modelled, the Group remains proﬁtable with a positive cash balance. The applied sensitivities do not include any mitigating actions; however, we have a proportionally low ﬁxed cost base, which enables swift responses to adverse economic conditions when required, further supported by our strong cash position, low capital commitments and no borrowings. Conclusions Based on this assessment, the Directors have a reasonable expectation that should these risks manifest themselves, either all or in part, the Group can manage and mitigate the adverse outcomes, such that we will be able to continue in operation and meet our liabilities as they fall due over the three-year period of their assessment. In doing so, we recognise that such assessments are subject to a level of uncertainty that increases with time and, therefore, future outcomes cannot be guaranteed or predicted with certainty. The Strategic Report was approved by the Board and signed on its behalf by: Brendan Mooney Chief Executive Ofﬁcer 16 May 2025 VIABILITY STATEMENT Risk No. Principal or Emerging Risk Scenario Assumptions Applied 1 Cyber and information security A cyber-attack is suffered resulting in signif- icant remediation costs, regulatory ﬁnes and lower revenue due to reputational damage. 4 Partner relationships Revenue is reduced due to a deterioration in a strategic partner relationship. 2 Global macroeconomic events Current geopolitical events lead to an eco- nomic recession and decreased demand from our customers. 67 Kainos Annual report 2025 Corporate Governance CORPORATE GOVERNANCE AND FINANCIAL STATEMENT CONTENTS Corporate governance 68 Directors’ biographies 70 Corporate Governance Report 75 Nominations Committee Report 78 Audit and Risk Committee Report 83 Directors’ Remuneration Report 92 Annual Report on Remuneration 102 Directors’ Report Financial statements 106 Independent Auditor’s Report to the members of Kainos Group plc 113 Consolidated income statement 113 Consolidated statement of comprehensive income 114 Consolidated statement of ﬁnancial position 115 Consolidated statement of changes in equity 116 Consolidated statement of cash ﬂows 117 Notes to the consolidated ﬁnancial statements 159 Company statement of ﬁnancial position 160 Company statement of changes in equity 161 Notes to the Company ﬁnancial statements 164 Deﬁnition of terms 165 Company information Kainos Annual report 2024 Corporate Governance 68 DIRECTORS’ BIOGRAPHIES Brendan Mooney (aged 58), Chief Executive Ofﬁcer (CEO) Brendan joined Kainos in 1989 as a trainee software engineer before moving into several technical and commercial roles in Dublin, London and the US. He was ﬁrst appointed CEO of Kainos in 2001 and led Kainos through a successful IPO in 2015 and helped turn Kainos into an international business and one of the UK’s leading IT providers. Brendan stepped down as CEO in September 2023, having served as CEO for 22 years, and was reappointed to the Board, as CEO, in December 2024. In addition to his role at Kainos, Brendan has previously served as a Non-Executive Director on several private technology companies, at the Probation Service for Northern Ireland and as a Lay Magistrate. Brendan has received both an Honorary Doctor of Science (DSc) and an Honorary Doctor of Economics (DSc Econ) in recognition of Kainos’ contribution to the economy. Rosaleen Blair (aged 59), Chair Rosaleen is the founder and Chair of AMS, a leading global provider of talent outsourcing and consulting services. She created the company in 1996 with the ambition of transforming the way blue- chip multinationals attract, engage, and retain top talent. Rosaleen was CEO of AMS for 23 years, leading the business from a start-up to a global business working in partnership with clients such as Deloitte, HSBC, Novo Nordisk, Rolls-Royce, and Santander. AMS has 11,000 employees and operates in 100 countries. Outside of AMS, Rosaleen is an investor and mentor to several entrepreneurs and growth businesses with a focus on the advancement of women in business. She is Non-Executive Director of BGF and Board member of Endeavor Ireland. Rosaleen is involved in several not- for-proﬁt initiatives, notably serving as Chair of the London Irish Centre and as an Enterprise Fellow of The King’s Trust. She was the returning Chair of EY’s World Entrepreneur of the Year Awards in 2022. Rosaleen is recognised as an industry leader and entrepreneur, winning numerous awards including Veuve Clicquot Businesswoman of the Year (2007) and EY London Entrepreneur of the Year (2006). She was awarded a CBE in the 2017 New Year’s Honours list for services to business and recruitment. Rosaleen was appointed Company Chair on 24 September 2024, having joined the Board on 1 January 2021. She is Chair of the Nominations Committee and a member of the Remuneration Committee. Nominations Committee Audit and Risk Committee Remuneration Committee Chair of the Committee Key Rosaleen Blair Brendan Mooney Richard McCann (aged 60), Chief Financial Ofﬁcer (CFO) Richard is a Fellow of the Institute of Chartered Accountants in Ireland and trained with Coopers & Lybrand, before moving into industry with Galen Holdings plc. He joined Galen as ﬁnancial controller of a start-up subsidiary in the US and subsequently became Senior Vice President in charge of Corporate Finance, with responsibility for acquisitions and investor relations. He was Managing Director of two subsidiaries in the Almac Group, including a US subsidiary that provides software development services for pharmaceutical companies. Richard joined Kainos in 2011 and was appointed to the Board on the Company’s admission to the market on 10 July 2015. 69 Kainos Annual report 2024 Corporate Governance Katie Davis (aged 60), Independent Non-Executive Director Katie holds a BS in Electrical Engineering from the University of Illinois at Champaign/Urbana. She is an experienced leader, with a strong track record of delivery in both the public and private sectors. She joined Accenture’s Chicago ofﬁce in 1987, moving to London in 1988 and becoming a partner in Accenture’s Customer Relationship Management practice in 2000. In 2005, Katie joined the Cabinet Ofﬁce, with responsibility for increasing the capacity and capability of UK central government and the wider public sector to deliver large-scale IT- enabled business change. She subsequently held several senior positions in the Cabinet Ofﬁce, Home Ofﬁce, Department of Health and NHS and currently is an Independent Non-Executive Director at leading pensions software specialist Heywood Pension Technologies. In 2012, Katie was named as one of the 25 most inﬂuential women in IT by Computer Weekly. Katie was appointed to the Board on 28 November 2019. She is Chair of the Remuneration Committee and a member of the Audit and Risk Committee, and Nominations Committee. James Kidd (aged 54), Independent Non-Executive Director James is a Chartered Accountant and joined AVEVA in 2004. Prior to his appointment to the Board, James held several senior ﬁnance roles within the AVEVA Group and was appointed CFO in 2011. James was Chief Executive Ofﬁcer from January 2017 to February 2018, leading the merger with the Schneider Electric industrial software business before being appointed Deputy CEO and Chief Financial Ofﬁcer of the enlarged AVEVA Group. During his time on the board, AVEVA grew to over 6,500 people globally, with revenues of £1.2 billion. James stepped down from AVEVA in March 2023 following the acquisition of the company by Schneider Electric at an enterprise valuation of £10.6 billion. Prior to joining AVEVA, James worked for Arthur Andersen and Deloitte, serving technology clients in both transactional and audit engagements. James was appointed to the Board on 1 October 2023. He is Chair of the Audit and Risk Committee, acts as Senior Independent Director (SID) and is a member of the Nominations Committee and the Remuneration Committee. Richard McCann Katie Davis James Kidd Kainos Annual report 2025 Corporate Governance 70 The Board believes in strong governance and recognises the importance of complying with the various aspects of the UK governance framework. This section of the Annual Report outlines how we maintain high standards of corporate governance, as well as summarising how each Board Committee functions and their work during the year. Statement of application of and compliance with the UK Corporate Governance Code 2018 This section explains how we have applied the principles of the 2018 UK Corporate Governance Code (‘the Code’), which is available at www.frc.org.uk. Throughout FY25, the Company fully complied with all of the Code’s provisions with the exception of Provision 24, which requires a company’s audit committee to comprise at least three independent Non-Executive Directors. Andy Malpass, who chaired the Audit and Risk Committee, retired from the Board on 24 September 2024, having completed his nine-year term on the Board. On the same date, Rosaleen Blair stepped down from the Audit and Risk Committee on her appointment as Chair of the Board, as required by Provision 24. As a result, from 24 September 2024 the Audit and Risk Committee has comprised two independent Non-Executive Directors, James Kidd (Chair) and Katie Davis. As described in the Nominations Committee Report, we have been working to recruit a further independent Non-Executive Director, which we expect to complete during FY26, which will enable us to increase the Committee’s membership and return to compliance with Provision 24. Board leadership and Company purpose The Board’s role is to deliver long-term success for Kainos and create value for its stakeholders. It is responsible for our corporate governance and delegates operational control to the Executive Directors. There is a written Schedule of Matters Reserved for the Board, which covers key areas of the Group’s affairs. These include: • approving the Group’s strategic aims and objectives; • setting the Group’s values and standards; • adopting budgets or business plans; • decisions on acquisitions, disposals and material ﬁnancial commitments; • setting the dividend policy and declaring dividend payments; • approving changes to the capital structure, including shares issues and buybacks; • approving the Annual Report and full year and interim results announcements; • approving circulars, listing particulars and resolutions; and • releasing inside information. The Directors have access to the Company Secretary’s advice and services. They can also obtain independent legal advice at the Company’s expense, if needed to carry out their duties. Division of responsibilities We have a formal written policy, available on the ‘Investor Relations’ section of our website, setting out the division of responsibilities between the Chair, CEO and Senior Independent Director (SID), so their roles complement each other. In summary: • As Chair, Rosaleen Blair is principally responsible for leading the Board, promoting constructive debate among the Directors, facilitating communication with shareholders and overseeing strategy. • As CEO, Brendan Mooney is responsible for all aspects of our operations. He leads and develops our strategic plans and identiﬁes risk factors. • As SID, James Kidd provides a sounding board for the Chair and acts as an intermediary for the other Directors and shareholders. Board Committees The Board’s principal committees are the Audit and Risk, Nominations and Remuneration Committees. Their terms of reference can be found in the Investor Relations section of our website. In addition to the Board Committees, the Disclosure Committee supports the Group and the Board in identifying, assessing, and controlling potentially sensitive information, ensuring compliance with market reporting obligations. The Disclosure Committee members include the Chair, CEO, CFO, SID and the Chief Legal Officer (CLO). CORPORATE GOVERNANCE REPORT 71 Kainos Annual report 2025 Corporate Governance Changes to Board membership and roles in FY25 There were several changes to Board membership and the Directors’ roles during the year: • On 24 September 2024, Tom Burnet and Andy Malpass retired from the Board, after completing nine-year terms. • On the same date, Rosaleen Blair succeeded Tom as Chair of the Board and Chair of the Nominations Committee, and stepped down from the Audit and Risk Committee, and James Kidd succeeded Andy as SID and Chair of the Audit and Risk Committee. • On 11 December 2024, the Company announced that Russell Sloan was stepping down as CEO with immediate effect, with Brendan Mooney reappointed to the Board as CEO from that date. Board and Committee meeting attendance The Board meets formally on a regular basis and schedules additional meetings if needed, to consider specific issues. During the year, the Board held 13 scheduled meetings. The Directors’ attendance at Board and Committee meetings is shown below. Where a Director stepped down from or joined the Board or a Committee during the year, the table shows the number of meetings they were eligible to attend. Board Audit and Risk Committee Remuneration Committee Nominations Committee Rosaleen Blair 13/13 1/1 5/5 3/3 Brendan Mooney 4/4––– Richard McCann 13/13––– Katie Davis 13/13 3/3 5/5 3/3 James Kidd 13/13 3/3 5/5 3/3 Former Directors Tom Burnet 5/5 – 2/2 1/1 Andy Malpass 5/5 1/1 – – Russell Sloan 8/8––– In addition to meetings of the full Board, the Chair holds two scheduled meetings with the Non-Executive Directors each year, without the Executive Directors present. These meetings provide space for confidential discussions, independent oversight and strategic reflection. The Board acknowledges Provision 12 of the UK Corporate Governance Code, which recommends that Non-Executive Directors meet without the Chair at least annually to appraise the Chair’s performance. The meeting in November 2024 did not occur as the incumbent Chair (Tom Burnet) exited and the incoming Chair (Rosaleen Blair) was appointed on 24 September 2024, so it was too early to evaluate the incoming Chair’s performance. A Non-Executive Directors’ meeting, without the Chair present is scheduled to take place in November 2025, prior to the annual board evaluation exercise being carried out. The Chair regularly receives informal feedback from Non-Executive Directors (NEDs), and her performance was formally reviewed as part of the annual board evaluation, which took place in January 2025. Further information on the board evaluation process is included within the Nominations Committee Report. To ensure that Directors are fully briefed, a Board pack containing comprehensive Board and Committee papers is uploaded to a secure Board intranet site, approximately one week prior to scheduled meetings. Board independence The Board meets the Code requirement that at least half the Board, excluding the Chair, should be NEDs whom the Board considers to be independent. We carry out due diligence on each NED’s independence before they join the Board and when we invite incumbent NEDs to serve for another term. The Board confirms that Katie Davis and James Kidd are independent in character and judgement and that Rosaleen Blair was independent on her appointment as Chair. Kainos Annual report 2025 Corporate Governance 72 Corporate Governance Report continued Purpose, values and strategy Our Board-approved purpose, values and strategy are set out in full in the Strategic Report. Board governance contributes to the delivery of the strategy in several ways: • by actively participating in the development, review and approval of the Company’s strategy and ensuring alignment with long-term value creation; • by challenging the strategy and probing key assumptions; • by ensuring that execution of the strategy aligns with the Company’s values; and • by leveraging its experience and knowledge to provide expertise and insights into the proposed strategy, its delivery and its iteration. In FY25, the Board’s oversight of strategy included a dedicated strategy workshop in August 2024, capturing Board insights about our vision and progress against our strategic priorities, as well as discussing opportunities, risks, enablers and future priorities. The Board also received: • progress updates on our people strategy, through which we identify and implement projects to improve our employee experience, based on monthly Peakon feedback; • updates on our global talent development roadmap, including our talent programmes, learning pathway development and outreach initiatives; and • updates on the Group’s carbon footprint and progress against our Science Based Targets initiative (SBTi) near- term net zero targets. The Risks and uncertainties section of the Strategic Report, describe how risks to the future success of the business have been considered. The Board considers that our risk assessment framework and governance structures are robust and provide assurance that we are effectively identifying, monitoring and managing risk. Stakeholder engagement The Group’s long-term success depends on how it interacts with its stakeholders. The Board welcomes interaction with all stakeholders and directly engage with shareholders and employees each year. The Board is also always available to other stakeholders, including customers and communities, as an alternative to meetings with the Executive Directors. Full details of our stakeholder engagement, including how the Board is kept informed of stakeholder views where the Directors have not directly engaged with them, are set out in the ‘Governance: Our stakeholders’ section in the Strategic Report. Shareholder engagement The Executive Directors are primarily responsible for shareholder engagement, supported by the Investor Relations team. Our CEO and CFO meet analysts and institutional shareholders throughout the year, with detailed updates following our interim and full year results. Regular feedback from these meetings is provided to the Board. Formal feedback is also obtained by our PR and financial advisors and reported to the Board. In accordance with Code Provision 3, the Chair engages with shareholders on topics raised, addressing enquiries, setting out our position and offering to discuss further where required. During the year, Rosaleen Blair held conversations with a number of shareholders on the change in CEO. In addition, the Chair and all of the Board are available to meet with shareholders at the Group’s AGM. Workforce engagement Continued dialogue between the Board and our workforce is an important part of our people approach. The Nominations Committee reviews our workforce engagement mechanisms annually, to ensure they remain effective. Culture and Development Group (CDG) The CDG is our formal workforce advisory panel, in accordance with Provision 5 of the Code. The CEO and Chief People Officer jointly chair the CDG, which also includes senior representatives from our different business areas, offering perspectives from a sector, practice, region and technologist point of view. The CDG oversees our people and continuous improvement agenda, which is aligned to our corporate strategy. The CDG meets periodically and during FY25 its focus areas included: • Employee engagement, including the results of the monthly engagement surveys via Peakon and developing and implementing action plans. One example of how we addressed colleague feedback in FY25 is the proposed introduction of a ﬂexible beneﬁts platform (see below). • The Group’s remuneration strategy, with the support of the Remuneration Steering Committee we established in FY24, to help us take a strategic approach to workforce remuneration. The focus in FY25 included reviewing our share plans, long-term incentives and beneﬁts, to ensure they remain ﬁt for purpose, as well as our approach to rewarding and incentivising our future leaders and colleagues who go above and beyond. As part of this work, we will be introducing a more ﬂexible beneﬁts package for colleagues during FY26, which will give them greater choice over the beneﬁts they receive. Information on the share plans we will operate going forward can be found in the Remuneration Report. A CDG member regularly presents to the Nominations Committee and is invited periodically to attend Remuneration Committee meetings. This process is positively received by all involved. The Nominations and Remuneration Committees report the findings of their meetings to the full Board. Direct workforce engagement The Board’s schedule includes regular presentations from colleagues who have been leading key or innovative projects, involved in winning a significant contract or responsible for an important area of our business. There were 11 such presentations to the Board during the year. Board meetings are also rotated around the Group’s offices, allowing the Directors to meet local leaders, typically in a social setting, as well as other colleagues below senior management level. In FY25, these visits included our locations in Gdańsk, Belfast and London. 73 Kainos Annual report 2025 Corporate Governance Board oversight of culture Our culture and values are described within the Strategic Report, ‘Our Environmental, Social and Governance (ESG) Commitments’ section. The Board plays a pivotal role in shaping and overseeing our culture, ensuring it remains strong and adaptive. By setting the tone from the top, the Board reinforces our commitment to a culture that empowers our people, prioritises customer success and upholds the highest ethical standards. Through its decisions, leadership and ongoing engagement, the Board maintains a culture that not only reflects our heritage but propels us toward future growth and sustainability. In addition to its interactions with the Executive Team, senior leaders and colleagues, the Board has several other mechanisms to help nurture Kainos’ unique culture. Here are some examples, written against each of our cultural pillars: Cultural pillar Board oversight of our culture Put people first Meaning our culture celebrates diversity, care for wellbeing, and working with integrity and honesty. Each month, the Board reviews a broad range of people and culture metrics, including: • Peakon (employee voice) results for engagement, wellbeing and D&I • Glassdoor results • retention rates • total headcount, the number of job applications received and hires made at both junior and senior levels • training days and investment in training • the number of promotions; and • gender parity. Timely access to these metrics enables the Board to monitor and assess our Kainos culture. Know your impact Meaning we deeply connect with our work, taking pride in delivering transformative solutions that positively impact people, customers and society. The Nominations Committee directly engages with colleagues and provides feedback to the Board. Our global Diversity and Inclusion Group reports quarterly to our leadership teams and every six months to the Nominations Committee. It helps to create a workplace that reflects and contributes to the diverse global communities in which Kainos operates, informing our D&I plan and gender pay gap approach, ensuring our policies, processes and behaviours are inclusive and that our people are educated. See the ‘Social: Our people’ section of the Strategic Report for more information. The Committee also holds ‘Spotlight’ sessions, during which it receives direct feedback from colleagues who have attended a development programme. More detail is provided in the Nominations Committee Report. Be the benchmark Meaning that with creativity, collaboration and high standards, we solve challenges at scale, setting the benchmark for quality and innovation. Reward and remuneration play a crucial role in shaping culture, as they influence employee engagement and retention. We seek to ensure that the financial and non-financial rewards for our employees are competitive, and support the talent attraction, engagement and retention that enables us to ‘be the benchmark’. Our remuneration strategy is supported by the Remuneration Steering Committee, which reports the findings of its meetings to the full Board and helps us take a strategic approach to workforce remuneration. Building on Peakon feedback from our staff, we will be introducing a more flexible benefits package for colleagues during FY26, which will give them greater choice over the benefits they receive. This was approved by the Board. Embrace the future Meaning that we foster growth and learning, creating a safe space for innovation and shaping a forward-looking future together. We use the Peakon survey and Glassdoor data to identify our ‘People Promise’ projects, which are designed to imbue a culture of continuous learning and improvement of our people experience. This data is used as part of the periodic Board presentations by our Chief People Officer and was used to frame discussions at the Board workshop about our Group strategy in August 2024. The Board also engages with employees informally through invites to Board dinners, as well as more formally. For example, the Board received presentations by the Engagement, Culture and Development team on the development of online learning pathways; on progress with our climate action strategy; and on our approach to inspiring the next generation of technology leaders through our tech outreach/CSR initiatives. This work has enabled the Board to conclude that the Group’s policies, practices and behaviours remain aligned to its purpose, values and strategy. Kainos Annual report 2025 Corporate Governance 74 Corporate Governance Report continued Director election and re-election At the 2025 AGM, all Directors will retire, in line with Provision 18 of the Code. Rosaleen Blair, Richard McCann, Katie Davis and James Kidd are standing for re-election, and Brendan Mooney is standing for election to the Board. The Board confirms that each of the Directors continues to be effective in their role. Conﬂicts of interest At the beginning of each Board meeting, the Directors are reminded of their obligations to identify, declare and manage actual or potential conflicts of interest. The Articles of Association set out the process for the Directors to consider and, if they deem fit, authorise such conflicts. Any conflict would be recorded in the Board minutes and on a register maintained for annual review by the Nominations Committee and the Board. No conflicts arose in the year ended 31 March 2025. Whistleblowing Provision 6 of the Code requires the Group to have a channel for the workforce to raise concerns in confidence, including anonymously. See the ‘Governance: Business conduct’ section of the Strategic Report for more information. 75 Kainos Annual report 2025 Corporate Governance Attendance Rosaleen Blair (Chair) (1) 3/3 Katie Davis 3/3 James Kidd 3/3 Tom Burnet (former Chair) (1) 1/1 (1) On 24 September 2024 Tom Burnet stepped down from the Committee and Rosaleen Blair took over as Chair. Dear fellow shareholders, As Chair of the Nominations Committee, I am pleased to present the Committee’s Report for the year ended 31 March 2025. The Nominations Committee plays a vital role in ensuring that the Board has the correct balance of skills and experience to support the Company’s long-term success. FY25 saw the Board continue to evolve, with Tom Burnet and Andy Malpass retiring as Directors after completing nine-year terms, and Brendan Mooney rejoining the Board as CEO, following Russell Sloan stepping down. I also became Chair of the Board and of this Committee during the year. In addition, we have continued the search for a further NED, who will add to the Board’s diversity and bring a fresh perspective to our discussions and decisions. This report outlines how the Committee discharged its responsibilities over the course of the year and the key issues it has considered. I will be happy to answer any questions about our work at the AGM on 23 September 2025. Committee membership and meetings Katie Davis and I were Committee members throughout the year. On 24 September 2024 James Kidd joined the Committee and I succeeded Tom Burnet as Committee Chair. The Committee’s membership therefore complies with Provision 17 of the Code, which requires the majority of members to be independent NEDs. The Committee held three scheduled meetings during the year. Responsibilities The Committee’s main responsibilities are to advise the Board and make recommendations on: • the Board’s size, structure and composition; • succession planning for Board members and the Executive Management Team; and • the appointment of new Directors and reappointment of existing Directors. The Committee regularly reviews and updates its terms of reference, which are available on the Company’s website. Matters considered during the year During the year, our main areas of focus were as follows: CEO appointment On 11 December 2024, the Company announced that Russell Sloan was stepping down as CEO with immediate effect and that Brendan Mooney was returning as CEO. Brendan was the outstanding candidate for the role, having been CEO for 22 years up to September 2023. During this time, he oversaw a hugely successful period of growth for Kainos, turning the Group into an international business and one of the UK’s leading IT providers. He also led Kainos through its IPO and has an unsurpassed knowledge of the Group, its challenges and opportunities. The Board was therefore pleased to approve his reappointment as CEO. Board and Executive composition, balance and diversity A stable Board that contains the right balance of skills and experience is crucial to strong governance. Our Board comprises the independent Non-Executive Chair, a position I hold, two further independent NEDs and two Executive Directors. More information on the Directors can be found in the ‘Directors’ biographies’ section. COMPOSITION, SUCCESSION AND EVALUATION NOMINATIONS COMMITTEE REPORT Kainos Annual report 2025 Corporate Governance 76 Nominations Committee Report continued Achieving diversity in the technology sector presents challenges, due to the profile of the available talent pool. However, we strongly believe that diversity creates a more inclusive corporate culture, better equips companies to navigate challenges and supports long-term strategic needs. We view diversity through a broad lens, to include gender, ethnicity, nationality, skills, social mobility and experience. Further information on our D&I strategy and progress can be found in the ‘Environmental, Social and Governance (ESG) Commitments’ section of the Strategic Report. The tables below set out disclosures required by the Listing Rules for gender and ethnic diversity. Data is self-reported by the Board and collected through VIBE for all other employees. Further information on VIBE can be found in the Environmental, Social and Governance section of the Strategic Report. Gender diversity Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) Number in executive management Percentage of executive management Men 3 60% 3 15 83% Women 2 40% 1 3 17% Other ––––– Not specified ––––– Ethnic diversity Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) Number in executive management Percentage of executive management White British or other White (including minority-white groups) 5 100% 4 17 94% Mixed Multiple Ethnic Groups ––––– Asian/Asian British ––––– Black/African/Caribbean/ Black British ––––– Other ethnic group including Arab ––––– Not specified/prefer not to say – – – 1 6% At 31 March 2025, two (40%) of our five Directors were women (2024: 29%) and we have one woman in a senior Board position, with me as Chair. We therefore comply with the Listing Rule requirements on gender diversity. However, the Board does not currently meet the Listing Rule requirement on ethnic diversity, with all Board members identifying as ‘White/European’. We are actively working to recruit an additional NED and aim to bring our Board composition into line with this requirement through this appointment. Given the continued globalisation and evolving skill sets required for our business we have undergone a further review of our NED talent matrix. This has informed our future hiring approach. Succession planning and talent The Nominations Committee leads succession planning for the Board and Executive levels, considering the evolving skills and experience we need and our focus on diversity and good practice, talent retention, talent pipeline, training and development. All Executive Team roles and other roles deemed critical have a formal succession plan. These plans contain longer-term succession options, as well as an emergency successor to ensure business continuity. We put development plans into place for potential successors, to ensure they are ready for the role. During FY25, we particularly focused on succession planning for the Executive Team, recognising the risk that some of our most senior leaders could reach retirement age around the same time. We considered potential timelines for the current executives to step down from their roles and the succession plans for each of them. The Committee discussed the importance of introducing talent from outside Kainos, to bring fresh perspectives and challenge, and the need to set successors up for success by investing time in them and providing support and mentorship. As part of this work, the Group established a Senior Talent Forum during the year, which meets quarterly to provide operational management of our talent. 77 Kainos Annual report 2025 Corporate Governance We have a range of leadership programmes to help us build a robust talent pipeline. We receive regular updates on all these programmes and conduct more detailed reviews at our meetings. In FY25, we received two presentations from the Chief People Officer and met recent development programme attendees: • At our May 2024 meeting, we received an update on the new Engaging Leaders programme, aimed at senior managers with leadership potential who are not currently identiﬁed on succession plan. • In September 2024, we reviewed the Empowering Leaders programme, which is designed for developing women with leadership roles. In both cases, the attendees reported positive experiences, including what they found valuable about the programmes, as well as identifying opportunities for improvement. More information on our leadership programmes can be found in the ‘Social: Our people’ section of the Strategic Report. The Nominations Committee also plans for rotation of NEDs, to ensure the Board retains a balance of NEDs with knowledge of Kainos, while adding new skills and experience and maintaining independence. Following the retirements of Tom Burnet and Andy Malpass, Katie Davis is our longest- serving NED, having joined the Board in November 2019. Katie could therefore serve for more than three years before reaching the nine-year recommended limit. Board evaluation Having conducted an externally facilitated evaluation of the Board’s performance in FY24, we held an internal evaluation this year. This took place in January 2025, after the transition to Brendan Mooney as CEO. Given he had only just rejoined the Board, Brendan did not take part in the process. Our Company Secretary led the evaluation, using a comprehensive questionnaire developed from the questions asked in FY24. Topics covered included: • Board composition • Board dynamics • Board support • Board Committees • Focus of meetings • Strategic oversight • Risk management and internal control • People oversight • Stakeholder oversight • Priorities for change The Directors completed the questionnaire online, after which the Company Secretary compiled the results and presented them to the Board at its February 2025 meeting. The scores were predominantly ‘excellent’ or ‘good’. Areas of strength included the quality of relationships between Non-Executives and senior management, support from the Company Secretary, and the management of Board meetings. Areas to focus on included recruiting additional NEDs, progressing talent and succession planning, and enabling the Board to spend more time on key topics, including strategic priorities. Overall, the survey concluded that the Board is operating effectively, and that each Director continues to perform effectively and demonstrates commitment to their roles. The NEDs also evaluated the Chair’s performance. The Senior Independent Director (SID), James Kidd, confirmed that the Chair continues to perform effectively, as supported by the evaluation results. Board appointment process The Nominations Committee oversees Board appointments. Before a new NED is appointed, they must confirm that they can allocate sufficient time to carry out their duties and responsibilities effectively. There is a minimum 20-day commitment each year, which is set out in the letter of appointment. Each Non-Executive Director is appointed for an initial three-year term, subject to a three-month notice period and annual re-election by shareholders at the AGM. At the end of the three years, the Board may invite an NED to continue for a further period, if the Board is satisfied with their performance, independence and time commitment. Directors’ training When joining the Board, NEDs receive a thorough, formal and tailored induction process. The SID and Chair regularly review the Directors’ training and development requirements. Directors receive ongoing updates to improve their skills and knowledge, when needed. Service agreements and letters of appointment All Directors’ service agreements and letters of appointment can be requested from the Company Secretary and will be available to shareholders to view at the 2025 AGM. Summary details of the Executive Directors’ service agreements are also contained in the Directors’ Remuneration Report. Rosaleen Blair Nominations Committee Chair 16 May 2025 Kainos Annual report 2025 Corporate Governance 78 AUDIT, RISK AND INTERNAL CONTROL AUDIT COMMITTEE REPORT Attendance James Kidd (Chair) (1) 3/3 Katie Davis 3/3 Rosaleen Blair (retiring member) (2) 1/1 Andy Malpass (retiring Chair) (1) 1/1 (1) On 24 September 2024 Andy Malpass stepped down from the Committee and was replaced by James Kidd as Committee Chair. (2) On 24 September 2024 Rosaleen Blair stepped down from the Committee on her appointment as Board Chair. I am pleased to present my first report to you as Chair of the Audit and Risk Committee. This report outlines how we discharged our responsibilities in FY25 and the key issues we considered. The Committee fulfils a vital role in the Company’s governance framework, providing valuable independent challenge and oversight of the Group’s accounting, financial reporting, internal controls and risk management, as well as overseeing the relationship with the external auditor. Andy Malpass was my predecessor as Committee Chair. As discussed within the Corporate Governance Report, on 24 September 2024 he retired from the Board and Rosaleen Blair also stepped down from the Committee on her appointment as Board Chair, as required by Provision 24 of the Code. This meant that from that date, the Committee comprised only two independent Non-Executive Directors, below the minimum of three specified by Provision 24. The Board is working to recruit an additional NED, which will bring the Committee’s composition back into line with the Code. In the meantime, the Committee has continued to function effectively, as reflected in the positive results in the recent Board and Committee evaluation process as described in the Nominations Committee Report. I look forward to attending the AGM on 23 September 2025 and will be happy to answer any questions regarding the Committee’s work. Composition At the year-end, the Committee comprised me as Chair and Katie Davis, who has been a Committee member since November 2019. We are both independent Non-Executive Directors. Our financial and commercial experience enables us to deal effectively with the matters we are required to address and to challenge management when necessary. The Board is therefore satisfied that the Committee has the necessary competence and experience relevant to the sector in which Kainos operates. I am a chartered accountant, with relevant financial experience, having served as CFO, Deputy CEO and CEO of AVEVA Group plc. I have also maintained an up-to-date understanding of financial and corporate governance best practice by attending training sessions and updates. I therefore meet the Code requirement that at least one member of the Committee has recent and relevant financial experience, and the Disclosure Guidance and Transparency Rules requirement for at least one member to have competence in accounting and/or auditing. The Company Secretary is secretary to the Audit Committee. Responsibilities Our main responsibilities are reflected in the key activities described in the following sections. More detail can be found in the Committee’s terms of reference, which are available at www.kainos.com/investor- relations. Audit Committee meetings and key activities during FY25 The Committee held three meetings during the year. Only Committee members have the right to attend meetings but we also invite Executive Directors, members of the Finance team and other senior management, including those presenting to us on risk- related matters, to attend as required. Representatives of the external auditor also routinely attend our meetings. 79 Kainos Annual report 2025 Corporate Governance We have a broad agenda and our principal activities during the financial year were as follows: May 2024 • Review of the external auditor’s report to the Audit and Risk Committee for the year ended 31 March 2024. • Presentation by the Finance team on the signiﬁcant judgements and areas for consideration in relation to the ﬁnancial statements, including customer project provisions, R&D tax credits, bad debts and other provisions. • Review and approval of the Group’s going concern and viability statements. In assessing viability, the Committee considered the Group’s position as presented over a three-year period, as well as a number of scenarios modelled by management. • Review and recommendation to the Board to approve the Final Results Announcement and the 2024 Annual Report, concluding it was fair, balanced and understandable. • Review and conclusion on KPMG’s effectiveness as our external auditor. • Update on information security. • Review of the Group’s Enterprise Risk Register, with the use of generative AI added to the risk register and noted as a new material risk. • Annual review of insurance coverage. • Review of the internal audit report prepared by Grant Thornton on payroll and procure to pay, with no material issues raised but with small improvements in controls noted. November 2024 • Review of the Interim Report, including the going concern statement and key disclosures, and recommendation of its approval to the Board. • Plan for KPMG key audit partner transition from John Poole to Niall Savage. • Presentation from the Finance team on the key accounting judgements and other areas for consideration in the Interim Report, including accounting for the Built on Workday contract, customer provisions, bad debt provision and R&D tax credits. • Review of the Group’s Enterprise Risk Register, with no new material risks noted. • Update on information security from the Group’s Chief Information Security Ofﬁcer. February 2025 • Review of the external auditor’s audit plan and strategy for the year ended 31 March 2025. • Annual review of Group treasury function including changes to counterparty limits and cap on money market funds. • Annual update on tax risks, status of tax ﬁlings, tax enquiries and transfer pricing policy. • Review of ﬁnancial accounting policies. • Review of Group legal and compliance matters, including AI regulation, update on insurance and corporate governance. • Approval of scope of internal audit projects to be conducted by Grant Thornton in FY26, on cyber security and order to cash. • Review of internal audit work on Workday Services, Digital Services and Central Services, covering commercial reviews, information security and delivery. • Update on preparedness for the introduction of the new Internal Controls Reform. The Committee completed its work on the financial reporting cycle for FY25 at its meeting in May 2025. The matters considered at that meeting were as follows: May 2025 • Review of the external auditor’s report to the Audit and Risk Committee for the year ended 31 March 2025. • Assessment of the integrity, completeness and consistency of ﬁnancial reporting, including the adequacy, clarity and appropriateness of disclosures and compliance with ﬁnancial reporting requirements. • Presentation by the Finance team on the signiﬁcant judgements and other areas for consideration in relation to the ﬁnancial statements, including customer project provisions, R&D tax credits, bad debts and other provisions. • Consideration of whether the going concern basis of accounting should continue to apply in preparing the ﬁnancial statements and whether the period covered by the viability statement was appropriate. • Review and approval of the Group’s going concern and viability statements. In assessing viability, the Committee considered the Group’s position as presented over a three-year period, as well as a number of scenarios modelled by management. • Review and recommendation to the Board to approve the Final Results Announcement and the 2025 Annual Report, concluding that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. • Review and conclusion on the effectiveness of the external auditor. • Update on information security. • Review of the Group’s Enterprise Risk Register. • Update on internal audit. Kainos Annual report 2025 Corporate Governance 80 Key assumptions, judgements and estimates We identified the matters below as being significant to the FY25 financial statements, considering their materiality and the degree of management judgement required. We discussed the issues in detail, to ensure that the approaches taken were appropriate. This included reviewing presentations and reports from management and the external auditor. Revenue recognition The Group has a clear revenue recognition policy, as described in note 3 of the consolidated financial statements. The policy is reviewed at least annually and there were no changes during the year. We reviewed and challenged management’s judgements, assumptions and estimates relating to the level of contract or fixed-price provisioning for rectification and irrecoverable accrued income. We also received and considered updates from KPMG on the findings of its procedures over revenue recognition during the year. Following these reviews, we are satisfied that the Group’s processes and internal controls are appropriate and revenue recognition is in line with IFRS15 ‘Revenue from contracts with customers’. Development costs We received updates from management on accounting for development costs. During each period, management works with product leaders in the business to update a document which details development expenditure incurred by product or module. Management then assesses this expenditure against the capitalisation criteria in IAS38 ‘Intangible Assets’. Having discussed and reviewed this approach, we are satisfied that the accounting for development costs is in line with IAS38. Tax strategy We recognise the tax complexity and risk related to the Group’s multinational operations and the areas of uncertainty that arise. We considered: • the appropriateness of deferred tax assets and tax provisions; • an update from management on accounting for R&D expenditure credit, and its impact on the reported results; and • the application of the Group’s transfer pricing policy and its impact on the reported results. We are satisfied the treatment adopted is fair and reasonable in all circumstances. The Group’s UK tax strategy is available online at www.kainos.com/information/uk-tax-strategy. Going concern and viability We reviewed management’s process for assessing the Group’s going concern and longer-term viability, including: • the period over which viability should be assessed; • whether the scenarios identiﬁed were appropriate, in light of the Group’s principal risks and uncertainties; and • whether management made reasonable assumptions in calculating the ﬁnancial impact of a viability scenario. We were satisfied with management’s work and supported its conclusions in respect of the Company’s going concern and longer-term viability. There were no material changes to significant accounting policies during FY25. Audit and Risk Committee Report continued 81 Kainos Annual report 2025 Corporate Governance External audit The Committee has primary responsibility for overseeing the relationship with the external auditor and its performance. This includes making recommendations on appointing, reappointing or removing the auditor. We appointed KPMG as external auditor following shareholder approval at the AGM in September 2021. We confirm that Kainos complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 during the financial year ended 31 March 2025. Auditor independence and objectivity We carefully review the auditor’s independence and objectivity and have not identified any issues that could compromise it. As part of our review, we received written confirmation from KPMG that it considered itself to be independent. The current audit partner is Niall Savage, replacing John Poole who retired during the year and had been in the role since September 2021. Audit partners for listed companies are ordinarily rotated every five years. We have a non-audit services policy to ensure that the auditor’s independence and objectivity is not impaired by providing non-audit services to the Group. We review the policy annually, with the most recent review in February 2025. The policy classifies non-audit work into assignments for which: • management can engage the external auditor without referral to the Audit and Risk Committee; • approval to engage the auditor must be provided on a case-by-case basis; and • the auditor is excluded. The policy aims to ensure that in providing non-audit services, the external auditor is not in a position whereby it is: • auditing its own work; • making management decisions for the Group; • creating a mutuality of interest; or • required to advocate for the Group. The table below shows the approval levels specified in the policy: Description Approval required Hiring staff from the external auditor Audit and Risk Committee External audit fee Audit and Risk Committee Any engagement > £20,000 Audit and Risk Committee Chair Services between £5,000 and £20,000 in aggregate for each financial year Chief Financial Officer Permitted services up to an aggregate of £5,000 in any financial year Group Head of Finance Other than reviewing the interim financial statements for the period ended 30 September 2024, KPMG did not provide any non-audit services during the year. Fees paid to KPMG for auditing the consolidated financial statements are set out in note 6 to the consolidated financial statements. Effectiveness of the external auditor We review the auditor’s effectiveness and quality on an ongoing basis, to ensure a high-quality external audit process. During the year, we specifically considered: • the audit plan, including identiﬁed signiﬁcant risks, presented at the February 2025 meeting; • KPMG’s robustness and perceptiveness in its handling of key accounting and audit judgements; • the audit team’s experience and expertise, demonstrated by its direct communication with, and support to, the Committee; • engagement with our Finance team in planning the audit and its execution; and • the content, insights and added value of KPMG’s formal reports. Based on our review, we consider the external auditor to be effective. Kainos Annual report 2025 Corporate Governance 82 Risk management and internal control The Board is ultimately responsible for the Group’s systems of internal controls and risk management and for reviewing their effectiveness. These systems are designed to manage risk, rather than eliminate it, and can provide only reasonable and not absolute assurance against material misstatement or loss. This includes the risk of failure to achieve business objectives. The concept of reasonable assurance recognises that the cost of control procedures should not exceed their expected benefits. Information on the Group’s principal and emerging risks is set out in the Strategic Report. The Board confirms that Kainos has established systems, procedures and controls for identifying, evaluating and managing the principal and emerging risks it faces, and that they have been in place for the period under review and up to the date of approval of the Annual Report. The Board regularly reviews the effectiveness of those systems, procedures and controls. As required by the Code, the Audit and Risk Committee has reviewed the internal controls and risk management systems, including those relating to financial reporting, information security, business continuity, management of employees, and operational and compliance matters. We have confirmed to the Board that we are satisfied that Kainos has established internal controls and risk management systems that are effective and compliant with the current governance provisions. The key elements of the Group’s processes for providing effective internal control and risk management systems include: • regular Board meetings to consider matters reserved for the Directors’ attention; • regular management meetings to monitor divisional performance. Management is responsible for identifying and evaluating signiﬁcant risks in its area of business, and for designing and operating suitable internal controls; • maintenance of a Group Risk Register, to identify and track the risks facing the business. The key risks are summarised for the Audit & Risk Committee’s review and are operationally owned and managed by management; • a comprehensive annual budget process, for review and approval by the Board, with updated forecasts regularly prepared throughout the year. Operating results are reported monthly to the Board and compared to the latest forecast, with explanations for all signiﬁcant variances; and • documentation of key policies and procedures. Internal audit In the past, the Group has not had a separate internal audit function. Instead, we have used our subject specialists across the business and our central services teams to assess our controls in specific areas, and engaged external specialists when needed. These activities have focused on areas of risk and covered: • information security; • data privacy and governance; • corporate governance and legal compliance; • ﬁnancial compliance; • commercial reviews; • project delivery assurance; • ﬁnancial planning and analysis; and • risk reporting. The reviews provide useful insight and we will continue to undertake them. However, we also recognise the benefit of an external perspective and independent review. In FY25, we engaged Grant Thornton on a project basis to review our controls in two areas, payroll and procure to pay. No material control weaknesses were identified in those reviews. Currently the external auditor does not place reliance on the work of the internal audit reviews to date, but this is expected to change as the internal audit function develops. FY26 internal audit plan Following the successful completion of these reviews, we have appointed Grant Thornton to provide internal audit services to the Group, by conducting ‘deep dive’ reviews on areas of greater risk. This will begin in FY26 with reviews of our order-to-cash processes, and cyber security programme assurance. Preparing for compliance with the 2024 UK Corporate Governance Code The 2024 edition of the UK Corporate Governance Code introduced new requirements relating to audit, risk and internal control. Most significantly, Provision 29 introduces new Board responsibilities for monitoring, reviewing and ensuring the effectiveness of the risk management and internal control framework, including a statement on the effectiveness of all material controls at the balance sheet date. This provision comes into force for reporting periods beginning on or after 1 January 2026, which means it will first apply to Kainos in FY27. The Committee has discussed the new requirements and developed a high-level plan to ensure timely compliance. Our newly formalised approach to internal audit will support us in gaining comfort about the operation and documentation of key controls. James Kidd Chair of the Audit and Risk Committee 16 May 2025 Audit and Risk Committee Report continued 83 Kainos Annual report 2025 Corporate Governance DIRECTORS’ REMUNERATION REPORT Attendance Katie Davis (Chair) 5/5 Rosaleen Blair 5/5 James Kidd 5/5 Tom Burnet (former member) (1) 2/2 (1) On 24 September 2024 Tom Burnet stepped down from the Committee. Statement from the Chair of the Remuneration Committee As Chair of the Remuneration Committee, I am pleased to introduce our Directors’ Remuneration Report for the year ended 31 March 2025. Composition The Remuneration Committee members are Rosaleen Blair, James Kidd and me, as the Committee Chair. Tom Burnet stepped down from the Committee when he retired from the Board in September 2024. While only Committee members are entitled to attend meetings, we also invite the Executive Directors to attend meetings as necessary, as well as employee representatives from across the business to participate in strategic remuneration discussions. The Company Secretary is secretary to the Committee. Responsibilities The Committee manages all aspects of the Executive Directors’ remuneration, gives guidance on the remuneration of other members of the senior management team and supervises the workings of all our share incentive plans. The Committee operates within its terms of reference, which are reviewed and updated annually and are available from the Company’s website. Key activities There were five meetings during the year, with the members’ attendance set out above. During the year we: • continued to oversee the operation of the Directors’ Remuneration Policy approved by shareholders at the 2022 AGM; • reviewed and updated the Directors’ Remuneration Policy, ahead of putting it to shareholders for approval at the 2025 AGM; • reviewed the Group’s share schemes, as we approach the 10-year anniversary of the Group’s IPO, with a view to simplifying the offering and ensuring they continue to meet our strategic objectives; • approved an updated and strengthened malus and clawback policy, which forms part of our bonus and share scheme rules and applies to all employees who take part in these schemes, including the Executive Directors; • approved Russell Sloan’s remuneration payments and payments for loss of ofﬁce, when he stepped down as CEO, and Brendan Mooney’s remuneration package on his appointment as CEO; • reviewed the Non-Executive Directors’ fees and recommended changes to the Board for approval, to apply from 1 June 2024; and • continued to oversee remuneration practice across Kainos, to ensure alignment with our reward philosophy. The proposed Remuneration Policy to apply from FY26 is set out in the ‘Proposed Remuneration Policy’ section of this report and includes information on our updated share schemes. The malus and clawback policy, which sits alongside the Remuneration Policy, is available from our website at: https://www.kainos.com/investor- relations/people-and-policies. Business context Our financial results reflected a more challenging year for Kainos, with strong growth in some areas balanced by challenges in others. We delivered very strong growth in our Workday Products division, though this was more than offset by declines in our two services divisions. As a result, we reported our first declines in revenue and adjusted profit since 2009. In March, we made the difficult decision to reduce our workforce, directly affecting 190 colleagues — approximately 7% of our global team. This decision was made with careful consideration and with a clear focus on the long-term growth opportunities for our business. Kainos Annual report 2025 Corporate Governance Strategic context Overseeing reward for the wider workforce is an important part of our remit. The Remuneration Committee considers wider company pay policies at various meetings throughout the year and considers these and broader pay trends when making executive Directors’ compensation decisions. A significant area of focus this year has been our three-year review of our Directors’ Remuneration Policy, which coincided with the 10-year anniversary of our IPO and the renewals of our existing share plans. We took the opportunity to consider our share plans in the context of our overall business and remuneration strategy, to ensure that our share schemes continue to be relevant, simple to understand and value for money for our people. The Group’s Remuneration Steering Committee (made up of senior leaders) takes the lead on remuneration strategy for the wider workforce and therefore led the shares review, with Deloitte providing expertise and knowledge of the market and external context. In advance of the changes to the malus and clawback provisions introduced in the 2024 UK Corporate Governance Code taking effect, we strengthened our malus and clawback provisions through a new policy to promote accountability, integrity and responsible conduct among employees. Subject to approval at the AGM, the proposed Directors’ Remuneration Policy will be effective for three years from September 2025. When times are difficult, it is more important than ever that we look after our people and understand how the rewards we offer can attract, retain and motivate them. The Group’s geographic expansion has also made our workforce remuneration more complex than a few years ago. We therefore continue to listen to our people’s feedback and support the work of the Remuneration Steering Committee. This has resulted in good progress with developing a more flexible benefits package. Other key remuneration initiatives included creating a UK Pensions Committee, reviewing pension provision across our global locations and initiating a review of sales roles and their compensation structures, to determine the appropriate compensation mix and create consistency across the organisation. A job-sizing exercise for Executive roles was undertaken, which considered factors such as the role’s geographical scope and contribution to the business, to determine the right compensation packages. The Group has also taken further steps to close identified gender or ethnicity pay gaps, with people receiving a positive adjustment to their remuneration. Workforce engagement and education remain a priority, to help our employees understand our reward strategy. Our Directors’ Remuneration Policy, which is available to all employees sets out the relationship between Executive Directors’ pay and employees’ remuneration and how annual salary increases and pension contributions align with the broader workforce. We have an ongoing campaign to educate our employees and during FY25, the Group ran a range of webinars and other communications to inform our people about the rewards and benefits to which they are entitled. We also educated our people managers on our reward philosophy and salary ranges, to enable them to understand salary positioning and communicate effectively within their teams, and run drop-in sessions for senior leaders covering topics such as the Performance Share Plan. The Group will continue to run educational programmes in FY26, including detailed communications and engagement around the planned roll-out of the new flexible benefits offering. Executive outcomes and reward The Group’s financial KPIs of revenue, adjusted pre-tax profit and bookings are used in establishing the Executive Directors’ annual bonus targets. Given the weightings in our scheme, the Group’s performance for the year translates to a 30% pay-out against these targets, with the key measures outlined below. 2025 £ 2024 £ Revenue £367.2m £382.4m Adjusted pre-tax profit £65.6m £77.2m Bookings £382.4m £424.5m Total dividend per share 28.4p 27.3p In June 2024, the Group made performance share awards to Russell Sloan and Richard McCann of 34,602 and 25,951 share options, respectively. On 29 June 2021, we granted long-term incentive awards to Brendan Mooney and Richard McCann. These awards vested at 37.3% during the year, and the Executive Directors received 2,231 and 2,476 share options respectively. Further detail of these awards is provided in the Annual Report on Remuneration. As discussed earlier in the Annual Report, Russell Sloan stepped down as CEO in December 2024, with Brendan Mooney rejoining the Board in that role. Our policy is to pay Executive Directors at a level comparable to the Group’s peers. However, Brendan has requested to take a lower base salary than provided for in our policy, which also reduces the potential value of his incentive awards and pension contributions, which are calculated as a multiple of base salary. If the Company is required to appoint a new CEO in future to succeed Brendan, we would expect the remuneration package on recruitment to be in line with our policy. Information on Russell Sloan’s remuneration payments and payments for loss of office can be found in the Annual Report on Remuneration. Alignment with UK Corporate Governance Code The Remuneration Policy approved in September 2022 is aligned with the UK Corporate Governance Code 2018, as outlined below. Directors’ Remuneration Report continued 84 85 Kainos Annual report 2025 Corporate Governance Clarity • This report sets out the arrangements for Executive Directors in a clear and transparent way. • Performance requirements are clearly disclosed and transparent for all stakeholders and we provide detailed disclosures on the relevant performance outcomes for all stakeholders to consider. • A formal Reward Philosophy and Strategy has been agreed and continues to be communicated and embedded in the organisation to ensure greater transparency. • Colleagues from across the organisation are periodically invited to Remuneration Committee meetings to engage on various remuneration topics to ensure internal clarity. • The Committee’s workings and the Remuneration Policy are discussed regularly with the Remuneration Steering Committee, which leads the remuneration strategy for Kainos. • Shareholders can ask questions and comment on remuneration at our AGM. The current Remuneration Policy has not attracted any signiﬁcant level of shareholder challenge and minimal changes have been made to the new Remuneration Policy. Changes that have been made reﬂect feedback received from shareholders on the ‘Directors’ Remuneration Report’. For example, as a result of shareholder feedback on certain cliff edge vesting, the Company is reviewing the long-term incentive plan (LTIP) performance measures to consider linear conditions with quantiﬁable targets. Simplicity • The remuneration framework is made up of three key elements: ﬁxed pay (including base salary, pension and beneﬁts), annual bonus scheme and LTIP. • The framework is simple to understand for participants, shareholders and the wider workforce. Incentive elements are aligned to our strategic priorities. Risk • We have set variable remuneration targets at levels which reward high performance, but do not encourage inappropriate business risk. • Part of any bonus earned is deferred and a holding period applies to any long-term award, to ensure variable remuneration is linked to sustainable performance. • Our malus and clawback policy applies to variable incentives. Predictability • Our policy sets out the maximum payments available for the annual bonus and LTIP. • We have set target and threshold performance levels for the annual bonus, and minimum, mid and maximum performance levels for LTIP ﬁnancial performance conditions. Proportionality • A signiﬁcant proportion of Executive Director reward is linked to performance through the incentive framework, and there is a clear line of sight between performance and the delivery of long-term shareholder value. • The Committee regularly reviews performance measures and the underlying targets to ensure they are directly aligned to our strategic priorities. Alignment to culture • The ‘Responsible Company’ LTIP performance condition reﬂects areas that are important to the business. • The Committee regularly reviews Executive Director reward to ensure alignment with shareholder and workforce experience. • Share incentives are used extensively throughout Kainos to align the employee experience with shareholders. All employees are given the opportunity to beneﬁt through the Save as You Earn (SAYE) and Share Incentive Plan (SIP), or the equivalent in locations where these share schemes are not available. We are satisfied that the policy operated as intended during the reporting period, however we have revised the policy in 2025 to strengthen our malus and clawback policy and reflect proposed changes to our share schemes as previously outlined in this report. Advisors to the Committee The Committee does not have retained remuneration advisors. However, the Group and the Committee did receive advice from Deloitte as part of the review of the share schemes in FY25. AGM At the 2025 AGM: • the Directors’ Annual Report on Remuneration will be put to an advisory shareholder vote; and • the proposed Directors’ Remuneration Policy will be put to a binding shareholder vote. Looking forward We will continue to ensure that our reward practices help us to retain our talented employees and support our strategic goals, while balancing this with the need for fiscal prudence. The Committee’s priorities over the next year include: • implementing the new Directors’ Remuneration Policy and the changes to our share schemes for Executive Directors and the wider workforce; • continuing to educate and embed our reward philosophy, strategy and Remuneration Policy; and • continuing to oversee remuneration arrangements for the wider workforce, to ensure we continue to attract, retain and motivate the talented people we need to deliver our strategy. Katie Davis Chair 16 May 2025 Kainos Annual report 2025 Corporate Governance 86 Directors’ Remuneration Report continued Directors’ Remuneration Policy for FY25 The Directors’ Remuneration Policy which applied during FY25 was approved at the 2022 AGM held on 28 September 2022 and is effective for three years from that date. The full Policy can be accessed on the Company website at www.kainos.pub/ rempolicy. No changes have been made to the policy since it was approved. Shareholders and statement of voting at AGM Shareholders approved the Annual Report on Remuneration for FY24 at the 2024 AGM and the Directors’ Remuneration Policy at the 2022 AGM, with the votes cast set out below: Resolution Votes cast for % of votes cast for Votes against % of votes against Tot al votes cast Votes withheld Approval of Annual Report on Remuneration for the year ended 31 March 2024 96,115,928 95.19% 4,857,275 4.81% 100,973,203 1,581 Approval of the Directors’ Remuneration Policy at the 2022 AGM 101,532,521 97.64% 2,454,090 2.36% 103,986,611 80,214 We are keen to ensure that shareholders support the Group’s remuneration philosophy and policy. As Chair, I welcome shareholder feedback at any time of year, including as part of the AGM process. To date, we have not received any significant dissenting shareholder votes on our Remuneration Policy or the outcomes. Proposed Remuneration Policy 2025 Our proposed Directors’ Remuneration Policy is set out below. It will be put to shareholders for approval at the AGM on 23 September 2025 and, subject to that approval, will be effective for three years from that date. The policy is similar to previous years, but has been updated to reflect the following: • A strengthened malus and clawback policy, which is referenced within the Executive Directors’ Bonus and LTIP reward components. • Revised fees for the Chair and Non-Executive Directors. • Changes to our share schemes from FY26, to better align them to the Group’s strategy and market trends. The changes include: – greater focus on the Long-Term Incentive component of Total Target Compensation, calculating future awards as a percentage of base salary; – a review of performance measures, weightings and targets, to ensure continued alignment to business strategy and industry trends; – a transition to performance shares aligned to business goals for senior leadership, replacing share option awards; and – an adjustment to the frequency, timing and quantum of SAYE and SIP awards. 87 Kainos Annual report 2025 Corporate Governance Executive Director reward components Base Salary Purpose To attract and retain Executive Directors. Operation Reviewed annually and fixed for 12 months, commencing 1 June each year. The Remuneration Committee considers: • an individual’s experience and knowledge; • business and individual performance; • achievement of objectives; • comparative salaries and periodic reviews; • the Company’s ﬁnancial position; and • salary increases for Kainos’ employees. Potential remuneration Percentage increases will normally be in line with other employees in the same location. Higher increases may be awarded if there are commercial reasons for doing so, such as to reflect market movements, changes in job responsibilities and to address retention issues. Performance metrics None. Benefits Purpose To attract and retain Executive Directors. Operation The Executive Directors are entitled to private medical insurance, life insurance and permanent health insurance. Potential remuneration No maximum is set but the Remuneration Committee will monitor the overall cost of the benefits package. Any changes will normally be in line with other employees in the same location. Performance metrics None. Pension Purpose To attract and retain Executive Directors. Operation The Executive Directors are entitled to participate in the Kainos pension scheme or receive a payment in lieu of pension. Potential remuneration The maximum Company contribution for Executive Directors is 5% of base salary, in line with other employees in the same location. Any changes will normally be in line with other employees in the same location. Performance metrics None. Kainos Annual report 2025 Corporate Governance 88 Directors’ Remuneration Report continued Annual Bonus Purpose To reward and incentivise performance within a financial year, focus Executive Directors on key objectives and support positive team behaviour, with adequate reward for good performance and excellent reward for exceptional performance. Operation Performance is measured on an annual basis for each financial year. The Committee establishes and weights the criteria at the beginning of each year, based on Company financial targets, and determines threshold and target levels of performance for each measure. At the end of the year, the Committee determines the extent to which targets were achieved. On-target levels of payment are set for each Executive Director at the start of each year. Up to 150% of these levels may be paid, based on the extent to which the target is exceeded. Annual bonus is normally paid in cash following the completion of the audit of that year’s financial statements. One third of payments will be deferred for three years and then paid in cash or in shares. Clawback in line with the Company’s malus and clawback policy may be applied at the Remuneration Committee’s discretion, in the event of material misstatement of the financial results or other exceptional circumstances, such as gross misconduct. The Remuneration Committee has discretion to apply ‘corporate override’ if core targets are not achieved or a material negative event occurs. Potential remuneration The maximum annual bonus opportunity under the policy is 150% of the Executive’s salary. Performance metrics Annual bonus is discretionary. The Committee chooses and weights the criteria and sets targets each year, in line with business priorities. An element of the bonus may also be based on personal performance. Long-Term Incentive Plan (LTIP) Purpose To motivate Executive Directors, incentivise long-term performance and facilitate share ownership. Operation Performance share awards are made under the Group’s 2025 Performance Share Plan (PSP) (to be approved). Awards, made in the form of nil or nominal cost options, will normally have a three-year vesting period following the date of award. For Executive Directors, there is an additional two-year holding period prior to exercise. Awards will vest and be exercisable subject to continued employment and meeting appropriately challenging performance conditions specified at the outset. The Remuneration Committee determines the extent to which performance conditions have been met. Awards may be increased for dividends paid during the vesting period. The Remuneration Committee determines the performance conditions, weighting and target performance levels at the point of award. Clawback may be applied in line with the Company malus and clawback policy, at the Committee’s discretion, in the event of material misstatement of the financial results or other exceptional circumstances, such as gross misconduct. Potential remuneration The normal maximum level of annual award is 200% of salary. In exceptional circumstances, awards may be made up to a maximum of 300% of salary. In the event of a new appointment the Remuneration Committee would expect to make a higher award, closer to the normal maximum. Performance metrics The Remuneration Committee will assess what measures and targets best support the Group’s long-term focus, so measures and targets may be different from year to year. 89 Kainos Annual report 2025 Corporate Governance Non-Executive Director payments Fees Purpose To attract and retain Non-Executive Directors with appropriate experience and skills. Operation The Chair and Non-Executive Directors are paid fees, as detailed in this table. The fees reflect their time commitment and responsibilities, and the fees paid in other companies of comparable size and complexity. The Chair’s fee is approved by the Board, on the Remuneration Committee’s recommendation. Fees for the Non-Executive Directors are approved by the Board, on the recommendation of the Chair and Executive Directors. Additional fees are payable for additional responsibilities. Potential remuneration The Chair’s fee is currently £140,000 per annum. The base fee for Non-Executive Directors is currently £60,000 per annum. Additional fees per annum are awarded: • Senior Independent Director – £12,000 • Chair of Audit and Risk Committee – £10,000 • Chair of Remuneration Committee – £10,000 Performance metrics None. Company-wide share plans The following share schemes are offered to eligible employees. Executive Directors are eligible to participate as shown. Share Incentive Plan (SIP) UK Purpose To motivate, facilitate share ownership and align employees with shareholders. Operation The Share Incentive Plan (SIP) is a tax-advantaged all-employee plan, supervised by the Remuneration Committee. Significant tax advantages apply if shares acquired under the plan are held for five years. UK employees, including Executive Directors, may be awarded free shares up to a maximum value of £3,600 each year. They may purchase partnership shares out of pre-tax salary up to £1,800 per tax year and may be awarded up to two free matching shares for each partnership share acquired (although no partnership purchase or matching has been implemented to date). The Board shall determine if and when further SIP awards will be made and the terms of those awards. Potential remuneration Up to £3,600 of free or matching shares per annum. Performance metrics None. Kainos Annual report 2025 Corporate Governance 90 Directors’ Remuneration Report continued Save As You Earn Option Plan (SAYE) Purpose To motivate, facilitate share ownership and align employees with shareholders. Operation An ‘all-employee’ share option plan approved by HMRC and supervised by the Remuneration Committee. UK employees, including Executive Directors, may enter into a savings contract under which they agree to save a specified monthly amount for three or five years. At the end of the contract, participating employees may use the amount saved to exercise options with an exercise price of up to a 20% discount to the market share price at the outset. The Board shall determine if and when further SAYE awards will be made and the terms of SAYE participation. Potential remuneration Under the plan, the maximum monthly savings amount is £500. Executive Directors are eligible to participate in these schemes. Performance metrics None. Poland, Ireland & US Share Schemes Purpose To motivate, facilitate share ownership and align employees with shareholders. Operation The Group has implemented share schemes for employees in Poland and the Republic of Ireland to make share awards to these employees on similar terms and of a similar value to those made under the UK SAYE and SIP schemes. It has also implemented a share scheme for employees in the US on similar terms and of a similar value to that made under the UK SIP scheme. The Board shall determine if and when further awards will be made and the terms of those awards. Potential remuneration Employees based in these countries may be eligible to participate in these plans, at similar levels to those offered to UK employees under the SAYE and SIP schemes. If Executive Directors were based in these countries, they would be able to participate in these schemes. Performance metrics None. Service contracts – Executive Directors The key terms of the Executive Directors’ contracts are summarised in the table below: Provisions Term and notice Indefinite with 12 months’ notice from either party. Payment Salary and discretionary annual bonus. Benefits and other entitlements Company pension contribution or payment in lieu of pension, private medical insurance and permanent health insurance. Termination May be terminated on 12 months’ written notice served by either party. Kainos has a contractual right to pay the Executive Directors in lieu of all their notice and to place them on garden leave during all or part of their notice period. In the event of gross misconduct, their employment will be terminated with immediate effect without the requirement for notice or associated payment in lieu. Letters of appointment – Non-Executive Directors The Non-Executive Directors have letters of appointment which may be terminated in certain circumstances, including the giving of three months’ written notice by either party or failure to be re-elected by shareholders. Payments for loss of ofﬁce In the event of termination, all Directors will receive payments for loss of office in accordance with the termination provisions of their service contract or letter of appointment. The default position is that on loss of office, an Executive Director forfeits any right to any bonus payment which would otherwise have accrued in respect of that year. If an Executive Director is deemed a ‘good leaver’, they will be entitled to receive a pro-rated bonus for the proportion of the year that they worked. 91 Kainos Annual report 2025 Corporate Governance The treatment of an Executive Director’s share-based incentives will be determined based on the plan rules. The default treatment will be for outstanding unvested awards to lapse on leaving. For awards granted under the PSP, SIP or SAYE plans, ‘good leaver’ status may be applied in certain circumstances, and the awards may vest in full. In respect of performance shares, awards of ‘good leavers’ will normally vest on the original vesting date, subject to achieving any performance conditions, with the award being pro-rated to reflect the portion of the vesting period elapsed when they leave. Under the plan rules, the Remuneration Committee may determine that awards vest at the point of departure, to the extent that performance conditions have been met at that point (as determined by the Committee acting reasonably) and pro-rated for time, unless the Remuneration Committee allows vesting to a greater extent. Remuneration Policy for new Directors Non-Executive Directors will be appointed on terms substantially similar to the existing Non-Executive Directors and in accordance with the Remuneration Policy at the time. If a new Executive Director is appointed, or an existing Executive Director agrees a new service contract, the contract would be subject to a notice period of no more than 12 months, with the Director entitled to receive salary, bonus and benefits and take part in the current share plans. The remuneration package for the new Director would be set in accordance with the Remuneration Policy at the time, while reflecting the individual’s experience and skill. The new Director’s total remuneration would be consistent with comparable packages, and the Remuneration Committee will seek external advice to validate this. In the year of joining, the annual bonus and associated performance measures will be pro-rated. When recruiting Executive Directors externally, the Remuneration Committee may need to offer additional one-off cash and/or share-based elements, when in the best interests of Kainos and its shareholders. Such payments would be limited to the remuneration the individual lost when leaving their former employer to join Kainos and would broadly reflect the delivery mechanism for the lost remuneration (for example, cash, shares or options), as well as the time horizons and whether performance requirements are attached to that remuneration. Shareholders will be informed of such payments at the time of appointment. For an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay out according to its terms, adjusted as relevant to take into account the appointment. Other ongoing remuneration obligations existing prior to appointment would continue as appropriate, provided they are put to shareholders for approval at the earliest opportunity. For both external and internal appointments, the Remuneration Committee may agree that Kainos will meet reasonable relocation expenses, in line with market practice. Employees Kainos offers total remuneration for employees that attracts, motivates and retains talented individuals. Some employees may receive a bonus, which in many cases will be a percentage of salary, with elements determined by personal performance and the Group’s financial performance. For more senior employees, a higher proportion of remuneration is payable as a bonus. The benefits available depend on market practice in each country. The pension scheme available to an employee varies according to location, with contributions at a competitive level for each country. The Group’s policy is to offer all employees the chance to take part in SIP or SAYE. More senior employees may receive discretionary share option awards. When reviewing the Executive Directors’ remuneration, the Remuneration Committee considers the pay and benefits of employees. In addition, the Committee consults with employee representatives who attend Remuneration Committee meetings periodically, to ensure that the Remuneration Policy aligns with our culture and employee experience. Flexibility, discretion and judgement The Remuneration Committee developed this policy to ensure that it has sufficient flexibility to deal with unusual situations. As outlined in the policy tables, the Remuneration Committee retains flexibility to determine the objectives, weightings and target performance for the annual bonus at the start of each year. The Committee may also alter the performance criteria during the year, reflecting circumstances and the Group’s performance, to ensure targets remain both challenging and appropriate. Similarly, the Committee has flexibility to determine the conditions, weightings and target performance for share awards at the point awards are made. The Committee can also subsequently amend performance conditions, if events mean that the conditions are no longer a fair measure of performance. The alternative performance condition will be equally challenging. External appointments Executive Directors may accept appointments as Non- Executive Directors of other companies, provided that the appointments do not conflict with their duties or time commitments to Kainos. Any external appointment is subject to written approval from the Board. The Executive Director is entitled to retain the fees from such appointments. Kainos Annual report 2025 Corporate Governance 92 Information on the Committee’s responsibilities, membership and activities in the year can be found in the Statement from the Chair of the Remuneration Committee. Remuneration details The following tables set out the remuneration for each Director for the years ended 31 March 2025 and 31 March 2024. Single total ﬁgure of remuneration for Executive Directors (audited) Name Year Salary Benefits (1) Bonus Pension (2) Other (3) Incentive vested (6) Tot al Tot al fixed Tot al variable All amounts in (£000s) Brendan Mooney (4) 2025 69 – 16 3 2 10 100 72 28 2024 113 – 66 6 – 90 275 119 156 Richard McCann 2025 275 1 56 14 2 18 366 290 76 2024 271 1 145 14 2 122 555 286 269 Russell Sloan (5) 2025 264 1 47 13 2 28 355 278 77 2024 190 – 93 9 2 3 297 199 98 (1) Benefits is the taxable value of private health insurance received by Executive Directors. (2) Pension amounts for Brendan Mooney and Richard McCann are payments in lieu of pension. (3) Other relates to the award of SIP shares. The SIP award to Brendan Mooney was prior to his reappointment as CEO. (4) Brendan Mooney stepped down from the role of CEO, effective 21 September 2023 and was reappointed as CEO effective 11 December 2024. The table above includes: • for FY25, base salary payments from 11 December to 31 March 2025 (annual base salary £226,600); and • for FY24, base salary payments from 1 April 2023 to 30 September 2023 (annual base salary £226,600). (5) Russell Sloan was appointed CEO effective 21 September 2023 and stepped down as CEO effective 11 December 2024. The table above includes: • for FY25, base salary payments from 1 April 2024 to 11 December 2024 (annual base salary £380,000); and • for FY24, base salary payments from 1 October 2023 to 31 March 2024 (annual base salary £380,000). (6) The 2021 PSPs vested during the year. The award to Russell Sloan although granted prior to his appointment as CEO, vested during his tenure as CEO, and its value at vesting date has been included in the table above. Single total ﬁgure of remuneration for Non-Executive Directors (audited) Name Year Fees All amounts in (£000s) Rosaleen Blair (1) 2025 100 2024 50 James Kidd (2) 2025 73 2024 25 Katie Davis 2025 68 2024 58 Tom Burnet (3) 2025 61 2024 100 Andy Malpass (3) 2025 34 2024 68 (1) Rosaleen Blair’s remuneration for FY25 reflects her appointment as Chair of the Board from 24 September 2024. (2) James Kidd’s remuneration for FY24 is from the date of his appointment on 1 October 2023. His remuneration for FY25 includes the additional payments as Chair of the Audit and Risk Committee and SID from 24 September 2024. (3) Tom Burnet and Andy Malpass’s remuneration for FY25 is for the period from 1 April to 24 September 2024, when they retired from the Board. ANNUAL REPORT ON REMUNERATION 93 Kainos Annual report 2025 Corporate Governance Annual bonus (audited) Eligible bonus pay-out Objective Weighting Target performance (£ million) Threshold performance (£ million) Outcome (£ million) Brendan Mooney (£000s) Richard McCann (£000s) Russell Sloan (£000s) Revenue 30% 411.6 349.9 367.2 4 14 12 Adjusted pre-tax profit 40% 88.2 70.6 65.6––– Bookings 30% 475.7 285.4 382.4 12 42 35 Totals 100% 16 56 47 Under the Remuneration Policy, the maximum annual bonus opportunity is 150% of salary for the CEO and CFO. The bonuses payable to Brendan Mooney, Richard McCann and Russell Sloan are 23%, 20% and 18% of salary respectively. The bonus amounts for Brendan Mooney and Russell Sloan have been calculated on a pro-rata basis, reflecting the time each of them was in the role of CEO in FY25. As per the Remuneration Policy (approved September 2022), one-third of the annual bonus amount will be deferred for a period of three years and then paid in cash or shares. 2025 Performance Share Plan (PSP) granted (audited) The following table summarises the PSP awards made to Executive Directors on 3 June 2024. The awards are share options with a nominal exercise price of £0.005 per option and do not have the right to dividend payments or equivalent until the options have been exercised. Executive Director Date of grant No. of ordinary shares under option Face value (1) (£000s) Exercise price per ordinary share First exercise date Lapsing date Richard McCann June 2024 25,951 305 £0.005 June 2029 June 2034 Russell Sloan June 2024 34,602 407 £0.005 June 2029 June 2034 (1) Calculated using the grant price of £11.76. (2) No options were granted to Brendan Mooney during the period. The awards are subject to the following performance conditions. The EPS and TSR conditions are measured over the three financial years commencing 1 April 2024. The Responsible Company criteria must be achieved by 31 March 2027: Performance condition Weighting Minimum performance Mid performance Maximum performance Earnings per share (EPS) growth 40% 30% vesting for growth of 5% Linear vesting between minimum and maximum performance 100% vesting if growth is 13% or higher Total shareholder return (TSR) performance versus FTSE techMARK index 30% 30% vesting if Company performance is at mean average index price growth Linear vesting between minimum and maximum performance 100% vesting if Company performance is at or above mean average index price growth plus 4% points Responsible Company (1) 30% N/A N/A N/A (1) Responsible Company reflects strategic priorities in the areas of diversity, workforce engagement, climate action and customer satisfaction. Includes: 37% of senior management roles held by women (10% vesting), latest available staff engagement score of 7 or above (10% vesting), reduction in the intensity of Scope 3 carbon emissions of 45% (5% vesting) and latest available customer Net Promoter Score of more than 30 (5% vesting). Kainos Annual report 2025 Corporate Governance 94 Annual Report on Remuneration continued 2025 SIP and SAYE schemes granted (audited) The Executive Directors are entitled to participate in the SIP and SAYE schemes, on the same terms as all other employees with the same length of service. The SIP shares awarded on 12 November 2024 to Executive Directors are shown below: Executive Director 2024 SIP shares Face value (1) (£000s) Vesting period Brendan Mooney (2) 200 2 Three years from the date of grant Richard McCann 200 2 Three years from the date of grant Russell Sloan 200 2 Three years from the date of grant (1) Calculated using the grant price of £8.77. (2) Brendan Mooney was not an Executive Director at the date of award. The SAYE shares awarded on 1 July 2024 to Executive Directors are shown below: Executive Director 2024 SAYE shares Face value (1) (£0.00s) Vesting period Richard McCann 575 6 Three years from the date of grant Russell Sloan 575 6 Three years from the date of grant Brendan Mooney (2) 575 6 Three years from the date of grant (1) Calculated using the grant price of £10.40. (2) Brendan Mooney was not an Executive Director at the date of the award. 2021 PSP vested in 2025 (audited) The outcomes of the 2021 PSP awards are shown below. The performance measurement period for the EPS performance condition ended on 31 March 2024 and the measurement period for the Company TSR and Employee Engagement conditions ended on 28 June 2024, with the following outcome. Award Measure Weighting Vesting scale Performance achieved % of award vesting 2021 EPS 30% No vesting if EPS growth below 5% p.a., 30% of awards vest if EPS growth equals 5% p.a. and 100% vests if EPS growth exceeds 13% p.a. Straight-line pro-rata basis from 30% to 100% if EPS growth exceeds 5% but is less than 13% p.a. 8.2% 57.85% 2021 TSR (FTSE techMARK Index) 50% Minimum performance: 30% vesting at median performance. Maximum performance: 100% vesting if in upper quartile. Mid performance: Linear vesting between minimum and maximum performance. –0% 2021 Best Companies 20% 100% vesting if score at end of the three-year period is at least equal to the score at the start of the period.* – 100% * In 2023 the Company determined that the all-company staff survey, Peakon, provided a more relevant measure of employee engagement. The score at the end of the three-year period was at least equal to scores at the start. 95 Kainos Annual report 2025 Corporate Governance EPS Executive Director No. of shares % vested Number of shares vested Number of shares lapsed Share price at end of performance period Value at end of performance period (£000s) Brendan Mooney (2) 1,792 57.85% 1,036 756 £9.66 10 Russell Sloan (1) 2,148 57.85% 1,243 905 £9.66 12 Richard McCann 1,988 57.85% 1,150 838 £9.66 11 (1) The award was granted prior to Russell Sloan being appointed as CEO but vested during his tenure as CEO. (2) The award was granted during Brendan Mooney’s first term as CEO but vested prior to his reappointment on 11 December 2025. Company TSR and Employee Engagement Executive Director No. of shares % vested Number of shares vested Number of shares lapsed Share price at end of performance period Value at end of performance period (£000s) Brendan Mooney 4,182 28.6% 1,195 2,987 £10.58 13 Russell Sloan 5,012 28.6% 1,432 3,580 £10.58 15 Richard McCann 4,640 28.6% 1,326 3,314 £10.58 14 (1) The award was granted prior to Russell Sloan being appointed as CEO but vested during his tenure as CEO. (2) The award was granted during Brendan Mooney’s first term as CEO but vested prior to his reappointment on 11 December 2024. 2022 PSP vested in 2025 (audited) The outcomes of the 2022 PSP awards are shown below. The performance measurement period for the performance conditions ended on 31 March 2025. Award Measure Weighting Vesting scale Performance achieved % of award vesting 2022 EPS 25% No vesting if EPS growth below 5% p.a., 30% of awards vest if EPS growth equals 5% p.a. and 100% vests if EPS growth exceeds 13% p.a. Straight-line pro-rata basis from 30% to 100% if EPS growth exceeds 5% but is less than 13% p.a. (0.23)% 0% 2022 TSR performance versus FTSE techMARK index 45% 30% vesting if Company performance is at mean average index price growth. Linear vesting between minimum and maximum performance. 100% vesting if Company performance is at or above mean average index price growth plus 4% points –0% 2022 Responsible Company 30% Responsible Company reflects strategic priorities in the areas of diversity, workforce engagement, climate action and customer satisfaction 66.67% 20% Executive Director No. of shares % vested Number of shares vested Number of shares lapsed Share price at end of performance period Value at end of performance period (£000s) Brendan Mooney 6,753 20% 1,350 5,403 £6.64 9 Richard McCann 7,493 20% 1,498 5,995 £6.64 10 Kainos Annual report 2025 Corporate Governance 96 Annual Report on Remuneration continued Payments to past Directors (audited) Brendan Mooney Brendan stepped down as CEO and Director on 21 September 2023 and remained an employee until his reappointment as CEO on 11 December 2024. As set out in the 2024 Annual Report on Remuneration, while he remained an employee Brendan was entitled to receive salary, benefits and a pro-rated bonus. His remuneration from 1 April 2024 to 10 December 2024 was: • base salary of £157 thousand; • beneﬁts totalling £1 thousand; and • a bonus of £37 thousand, which was calculated as pro-rated portion of his total bonus. He did not receive an LTIP grant in respect of FY25. His existing share awards continued to vest in line with their original terms, subject to applicable performance conditions, post-vesting holding periods and malus and clawback. During the year, the 2021 PSP award vested at 37.3%, as a result of which he received 2,231 share options, with a value at the end of the performance period of £23 thousand. Russell Sloan On 11 December 2024, the Company announced that Russell Sloan had stepped down as CEO and that his employment with Kainos would end on 10 December 2025, or such earlier date as he and the Company may agree (the Termination Date). The remuneration payments and payments for loss of office are in accordance with the Directors’ Remuneration Policy approved by shareholders at the AGM on 28 September 2022 and as set out in the Company’s Annual Report and Accounts for the year ending 31 March 2022. Specifically: 1. Russell will receive salary and contractual benefits up to the Termination Date. 2. He will be eligible to receive a bonus for FY25 pro-rated to the portion of the financial year worked. One-third of the bonus will be deferred in cash or shares for three years. The upfront element of the bonus will be paid on the normal payment date, which will be no later than 30 June 2025. 3. The deferred element of the bonus payment for FY24 will be paid on the normal payment date, which will be no later than 30 June 2027. 4. Any bonus payments will be subject to the bonus scheme rules, including malus and clawback. 5. Russell is treated as a good leaver for the purposes of the PSP. As such, he: • will be required to exercise any vested awards within six months of the Termination Date; and • will retain any outstanding unvested awards under the PSP and they will remain capable of vesting on the normal vesting dates, subject to satisfaction of the relevant performance conditions at the normal vesting dates and a pro rata reduction to reﬂect the proportion of the vesting period elapsed on the Termination Date. The unvested awards granted while Russell was a Director of the Company (in November 2023 and June 2024) will vest on the third anniversary of their grant date, but may only be exercised at the end of an additional two-year period commencing on the relevant vesting date. 6. Russell remains subject to the Executive Director Shareholding Policy, which requires him to retain all of the shares in the Company he is treated as holding at the Termination Date for an additional two-year period from the Termination Date. 7. The Company will pay up to £10,000 plus VAT in respect of legal services provided to Russell in connection with his stepping down. 97 Kainos Annual report 2025 Corporate Governance Directors’ shareholdings (audited) The interests in the Company’s ordinary shares of the Directors in office at 31 March 2025, including their connected persons, were: Shares Options Name Current shareholding SIP shares (available to withdraw) SIP shares (not available to withdraw) With performance measures Without performance measures Vested but not exercised Exercised during the year Brendan Mooney 10,619,062 4,959 640 12,309 575 117,496 N/A Richard McCann 4,630,932 3,808 640 50,463 1,119 130,321 N/A Rosaleen Blair N/A N/A N/A N/A N/A N/A N/A James Kidd N/A N/A N/A N/A N/A N/A N/A Katie Davis 6,400 N/A N/A N/A N/A N/A N/A Dividend equivalent payments are not made in respect of options held. No other changes in the Directors’ interests took place between 31 March 2025 and 30 April 2025. Share ownership guideline for Executive Directors The Remuneration Committee has guidelines for the value of the Executive Directors’ shareholdings in Kainos. A minimum shareholding requirement of 200% of annual salary, over a four-year period, applies. In addition, Executive Directors are required to retain shares post-employment equal to 200% of annual salary (or their actual shareholding on departure if that is lower) for a minimum of two years post-employment. Shareholding requirement (% of salary) Shareholding requirement met Brendan Mooney 200% Yes Richard McCann 200% Yes Russell Sloan 200% Note (1) (1) Russell Sloan is required to retain shares held on stepping down as CEO for a two-year period from his termination date. There is no shareholding guideline for the Non-Executive Directors. The shareholding requirement has been assessed in relation to the annual base salaries of Executive Directors as at 31 March 2025 and a closing share price of £6.64 on 31 March 2025. The following shares count towards the required holding amount: • shares owned by the Executive Directors in their own name; and • SIP shares which are available to withdraw. Unvested or unexercised awards under our share plans do not count towards the ownership target. Kainos Annual report 2025 Corporate Governance 98 Annual Report on Remuneration continued Performance graphs and comparator tables The Board believes that the FTSE techMARK All-Share Index provides the best benchmark for comparing the Company’s performance. It is also the index we use as a performance criterion for PSPs. Our TSR performance against the FTSE techMARK All-Share Index TSR, from the date of IPO in July 2015 to the end of 31 March 2025, is shown below. The Kainos share price and the FTSE techMARK All-Share Index are both rebased to 100 at the start of the period. Kainos TSR performance against FTSE techMARK All-Share Index Total shareholder return (rebased to 100) Jul 15 Oct 15 Jan 16 Apr 16 Jul 16 Oct 16 Jan 17 Apr 17 Jul 17 Oct 17 Jan 18 Apr 18 Jul 18 Oct 18 Jan 19 Apr 19 Jul 19 Oct 19 Jan 20 Apr 20 Jul 20 Apr 21 Jul 21 Oct 20 Jan 21 Jan 22 Apr 23 Jan 23 Oct 21 Apr 22 Jul 22 Oct 22 Apr 24 Mar 25 Jan 24 Jul 23 Oct 23 Jan 25 Jul 24 Oct 24 Kainos Group plc TSR FTSE techMARK All-Share TSR Rebased share price performance since IPO 0.0 200.0 400.0 600.0 800.0 1,000.0 1,200.0 1,400.0 1,600.0 1,800.0 CEO remuneration (10-year analysis) The table below sets out the CEO’s total remuneration over the last 10 years, valued using the methodology applied to the single total figure of remuneration. CEO single figure of total remuneration (£000s) Annual bonus pay-out against maximum (%) Long-term incentive vesting rates against maximum opportunity (%) 2025 (1) 455 20 37 2024 (1) 572 35 100 2023 580 54 100 2022 645 59 100 2021 591 65 100 2020 683 51 100 2019 1,036 65 96 2018 423 53 N/A 2017 399 46 N/A 2016 428 57 100 (1) CEO remuneration is the total remuneration for the role of CEO. For FY24 and FY25 it includes remuneration for Brendan Mooney and Russell Sloan as per the single table of remuneration. 99 Kainos Annual report 2025 Corporate Governance CEO to employee pay ratio The following table sets out the ratio of the CEO’s latest single total figure of remuneration versus UK full-time equivalent (FTE) employees’ remuneration. Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 2025 A 11.4:1 7.0:1 4.9:1 2024 A 14.7:1 8.9:1 6.2:1 • The Committee has adopted option A as its preferred method for calculating the pay ratio for the year ended 31 March 2025. The Committee considered this is the most efﬁcient and robust approach to gathering data for the year. • The salaries and wages of UK staff were used to calculate an equivalent single ﬁgure remuneration. • For 2024 and 2025, the total single ﬁgure used to derive the CEO pay ratio is a combination of the two individuals in position of CEO during the year. • The wages and salaries ﬁgures for the median, 25th and 75th percentile employees used in the pay ratio calculation are as follows: Y25 Y50 Y75 Wages and salaries £40k £66k £94k Percentage change in remuneration The tables below show the percentage change in remuneration for each Director and all UK employees, for both the current and prior periods. The Committee considers the comparator group of all UK employees to be representative of Kainos as a whole and a global comparator group would not result in a material variance. Executive Directors Percentage increase in remuneration in 2025 compared with remuneration in 2024: Brendan Mooney (2) Richard McCann Russell Sloan (3) Employees Salary and fees (1) (38.9%) 1.5% 39.5% 11.3% All taxable benefits 0.0% 0.0% N/A 9.7% Annual bonuses (75.8%) (61.4%) (49.5%) (45.3%) (1) Executive Directors’ salary movements calculated using the single total figure of remuneration. (2) Remuneration included for Brendan Mooney from his reappointment as CEO on 11 December 2024. (3) Remuneration included for Russell Sloan up to 11 December 2024, when he stepped down as CEO. Percentage increase in remuneration in 2024 compared with remuneration in 2023: Brendan Mooney (2) Richard McCann Russell Sloan (3) Employees Salary and fees (1) (50.2%) 4.2% N/A 12.1% All taxable benefits (54.0%) 0.0% N/A 0.0% Annual bonuses (64.1%) (21.2%) N/A (23.5%) (1) Executive Directors’ salary movements calculated using the single total figure of remuneration. (2) Remuneration included for Brendan Mooney up to the date of his resignation as CEO on 21 September 2023. (3) Russell Sloan was appointed to the Board on 21 September 2023 and has no comparative remuneration information as an Executive Director. Kainos Annual report 2025 Corporate Governance 100 Annual Report on Remuneration continued Non-Executive Directors Percentage increase in remuneration in 2025 compared with remuneration in 2024 (1) Rosaleen Blair (2) Katie Davis James Kidd (3) Andy Malpass (4) Tom Burnet (4) Employees Salary and fees 100.0% 17.2% 192.0% (50.0%) (39.0%) 11.3% All taxable benefits – – – – – 9.7% Annual bonuses – – – – – (45.3%) (1) Calculated using the single total figure of remuneration table. (2) Rosaleen Blair was appointed Chair of the Board on 24 September 2024 and received the Chair’s fee from that date. (3) James Kidd was appointed Senior Independent Director and Chair of the Audit and Risk Committee on 24 September 2024 and received additional fees for those roles from that date. (4) Tom Burnet and Andy Malpass retired from the Board on 24 September 2024. Percentage increase in remuneration in 2024 compared with remuneration in 2023 (1) Rosaleen Blair Katie Davis James Kidd (2) Andy Malpass Tom Burnet Employees Salary and fees 0.0% 0.0% N/A 0.0% 0.0% 12.1% All taxable benefits – – – – – 0.0% Annual bonuses – – – – – (23.5%) (1) Calculated using the single total figure of remuneration table. (2) James Kidd was appointed on 1 October and has no comparative remuneration in FY23. Relative importance of spend on pay As a digital technology business with a growth strategy focused on organic development, our primary costs are related to our employees. The profit, corporation tax and dividend figures have been included to provide greater context to staff remuneration. 2025 (£000s) 2024 (£000s) Change (£000s) Change % Staff remuneration 259,119 261,430 (2,311) (1%) Profit before tax 48,640 64,772 (16,132) (25%) Corporation tax 13,080 16,057 (2,977) (19%) Effective tax rate 27% 25% N/A N/A Dividends paid 35,748 30,422 5,326 18% Share buyback programme 22,785 – 22,785 100% 101 Kainos Annual report 2025 Corporate Governance Directors’ remuneration for the year commencing 1 April 2025 If shareholders approve the proposed Directors’ Remuneration Policy at the AGM, then the following will apply for the year commencing 1 April 2025: Salary The Remuneration Committee will continue to monitor the remuneration of Executive Directors against other companies in the IT sector and other listed companies with similar market capitalisation, to ensure that the Executive Directors remain sufficiently rewarded to promote long-term success. The Remuneration Committee will also consider salary increases across the wider workforce. Benefits There is no expected change to the value of Executive Directors’ benefits in the year commencing 1 April 2025. However, they will align to any broader workforce changes offered to all employees as part of the Group’s flexible benefits implementation. Pension There is no expected change to the value of Executive Directors’ pension contributions in the year commencing 1 April 2025. However they will align to any broader workforce changes offered to all employees as part of the Group’s flexible benefits implementation. Annual bonus Annual bonus for the year commencing 1 April 2025 will be determined by the policy disclosed in this report. Executive Directors will defer one-third of the annual bonus payable in June 2026 for three years. The targets for the annual bonus for FY26 are not disclosed in this report, as that information is deemed commercially sensitive and may be interpreted to be a forecast. The targets will be disclosed in the 2026 Annual Report. Long-term incentives The Remuneration Committee intends to make further performance share awards in mid-2025. These will be made in line with the Remuneration Policy. The Committee will determine the levels, performance conditions, weighting and growth targets to be applied at the time of award and disclose them in the 2026 Annual Report. Non-Executive Director remuneration The Non-Executive Directors’ annual fees are set out in the ‘Proposed Remuneration Policy’ section of this report. On behalf of the Board Katie Davis Chair of the Remuneration Committee 16 May 2025 Kainos Annual report 2025 Corporate Governance 102 DIRECTORS’ REPORT The Directors present their report and the audited financial statements for Kainos Group plc (company number 09579188) for the year ended 31 March 2025. These will be laid before the shareholders at the AGM to be held on 23 September 2025. The Strategic Report and the Corporate Governance Report are incorporated by reference into this Directors’ Report. Forward looking statements All sections of the Annual Report contain certain forward-looking statements which, by their nature, involve risk and uncertainty. The forward-looking statements are based on the knowledge and information available at the date of preparation and on what are believed to be reasonable judgements. A wide range of factors may cause the actual results to differ materially from those contained within, or implied by, these forward-looking statements. The forward-looking statements should not be construed as a profit forecast. Other statutory disclosures In accordance with Section 414C (11) of the Companies Act 2006, to the extent they are not addressed in the Directors’ Report, the disclosures relating to the following matters are included in the Strategic Report: • environmental matters (including greenhouse gas emissions and the impact of the Group’s business on the environment); • the Group’s employees (including equal opportunities, gender diversity and employee engagement); • details of research & development activities; and • social, community and human rights issues (including corporate social responsibility). Directors The Directors who held office during the year are detailed within Corporate Governance Report. Financial performance and position The financial results and position are shown in the consolidated financial statements. A fuller explanation of the results and financial position, including the dividend recommended by the Directors, is provided in the ‘Operational Review’ and ‘Financial Review’ sections of the Strategic Report and the notes to the financial statements. Information on the Group’s financial instruments and risk management objectives and policies, including our policy for hedging is provided in note 26 of the financial statements. Political donations No political donations were made during the year ended 31 March 2025 (2024: £Nil). Off-balance sheet arrangements There are no off-balance sheet arrangements. Details of the trusts relating to Kainos’ share incentive plans are set out in note 24 to the consolidated financial statements. The shares held by the trust rank pari passu with all the other shares in issue and have no special rights. 103 Kainos Annual report 2025 Corporate Governance Information required by the Listing Rules For the purposes of LR9.8.4C R, the information required to be disclosed by LR9.8.4 R can be found in the following locations: Section topic Location 1 Interest capitalised Not applicable 2 Publication of unaudited financial information Not applicable 4 Details of long-term incentive schemes Directors’ Remuneration Report 5 Waiver of emoluments by a Director Not applicable 6 Waiver of future emoluments by a Director Not applicable 7 Non pre-emptive issues of equity for cash Not applicable 8 Section (7) in relation to major subsidiary undertakings Not applicable 9 Parent participation in a placing by a listed subsidiary Not applicable 10 Contracts of significance Directors’ Report 11 Provision of services by a controlling shareholder Not applicable 12 Shareholder waivers of dividends Not applicable 13 Shareholder waivers of future dividends Not applicable 14 Agreements with controlling shareholders Not applicable Share capital and Articles of Association Details of the called-up and fully paid share capital are set out in note 23 to the consolidated financial statements. The rights and obligations attaching to the shares and the powers of the Directors are set out in the Articles of Association, copies of which can be obtained from Companies House. There are no restrictions on the voting rights attached to the shares and no person holds securities carrying special rights regarding control. Authority to purchase own shares Kainos holds a general authority to purchase up to 12,584,171 ordinary shares in the market. This represented approximately 10% of Kainos’ issued share capital as at 1 August 2024, as approved by shareholders at the 2024 AGM. On 11 November 2024, the Company announced a programme to buy back and cancel up to £30.0 million of ordinary shares (excluding expenses). The programme completed on 9 May 2025 with the Company having purchased 3,993,382 shares, equivalent to 3.2% of the issued share capital as at 31 March 2025, at an aggregate cost of £30.0 million. A similar authority will be requested at the forthcoming AGM, again limited to a maximum of 10% of the issued share capital. The Board intends to exercise this authority only if it believes it will lead to an increase in earnings per share for the remaining shareholders. Appointment and replacement of Directors The appointment and replacement of Directors is governed by the Articles of Association and the Nominations Committee’s terms of reference. The Articles of Association may be amended by a special resolution. Directors’ indemnities At the date of this Directors’ Report, indemnities are in force under which Kainos has agreed to indemnify the Directors and the Company Secretary to the extent permitted by law, and by Kainos Group plc’s Articles of Association in respect of losses arising in their capacity as Director or officer of any member of the Kainos Group. Directors’ and ofﬁcers’ liability insurance Kainos has purchased and maintained throughout the year Directors’ and officers’ liability insurance in respect of itself and its Directors and officers. Disclosure of information to auditor The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the auditor is unaware, and each Director has taken the steps that he or she ought to have taken as a Director to ascertain any relevant audit information and to establish that the auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Auditor In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of KPMG as auditor of the Company is to be proposed at the forthcoming AGM. Signiﬁcant agreements – change of control Group companies are subject to certain customer contracts, which require them to notify the customer of a change of control of the Group. In some instances, this may allow the customer to terminate its contracts with the Group. The Directors are not aware of, and do not anticipate, any circumstances where, any customer would wish to trigger its termination rights under such change of control provisions. The only significant agreements with change of control provisions are the share incentive plans. Under the CSOP, SAYE and Polish share plans, on a change of control, options and awards that have not lapsed would generally vest in full. Awards under the PSP rules would also vest, subject to the satisfaction of any performance conditions at the time, but these would be time pro-rated. Kainos Annual report 2025 Corporate Governance 104 Directors’ Report continued Kainos is not party to any other significant agreements that take effect, alter or terminate upon a change of control following a takeover or upon a takeover bid. Principal shareholders Information provided to the Company pursuant to the Financial Conduct Authority’s (‘FCA’) Disclosure Guidance and Transparency Rules (‘DTRs’) is published on a Regulatory Information Service and on the Company’s website. As at 31 March 2025, the following information had been received, in accordance with DTR5, from holders of notifiable interests in the Company’s issued share capital. It should be noted that these holdings may have changed since notified to the Company. The following have disclosed that they (including persons closely connected, where appropriate) have an interest in 3% or more of the issued ordinary share capital. Investor Ordinary 0.5p shares % of issued share capital Qubis Limited 12,221,217 9.89 Brendan and Eileen Mooney 10,619,062 8.59 Baillie Gifford & Co 7,485,280 6.06 Liontrust Asset Management plc 7,489,033 6.06 Paul Gannon 6,125,533 4.96 Richard McCann 4,630,932 3.75 Dr Brian Gannon 4,285,675 3.47 Going concern Our business activities and position in our markets are described in the ‘Operational Review’, ‘Our Markets’ and ‘Risk factors and uncertainties’ sections of the Strategic Report. The financial position, cash flows and liquidity position are described in the ‘Financial Review’ and the notes to the consolidated financial statements. In addition, the notes to the consolidated financial statements include our objectives, policies and processes for managing our capital, our financial risk management objectives and our exposures to credit and liquidity risk. Having reviewed the plans and projections for our business and our current financial position, the Board believes that we are well placed to manage our business risks successfully. We have adequate financial resources, no borrowings, a good level of recurring revenue and a broad spread of customers. As a consequence of these factors, and having reviewed the forecasts for the coming year, the Board has a reasonable expectation that we have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. For this reason, we continue to adopt the going concern basis of accounting in preparing the annual financial statements. Long-term viability The full Viability Statement and the associated explanations made in accordance with Provision 31 of the Code can be found in the Strategic Report. Directors’ responsibilities statement in respect of the Annual Report and the ﬁnancial statements The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the Company financial statements in accordance with UK accounting standards and applicable law, including FRS101 Reduced Disclosure Framework. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the Group’s profit or loss for that period. In preparing the Group and Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable, relevant, reliable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the ﬁnancial statements; • assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations or have no realistic alternative but to do so. 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 its financial statements comply with the Companies Act 2006. They are responsible for such internal controls as they determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 105 Kainos Annual report 2025 Corporate Governance In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the ESEF Regulation. The auditor’s report on these financial statements provides no assurance over the ESEF format. Responsibility statement of the Directors in respect of the annual ﬁnancial report We confirm that to the best of our knowledge: • the ﬁnancial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company and the undertakings included in the consolidation taken as a whole; and • the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced, and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. This Directors’ Report was approved by the Board of Directors on 16 May 2025 and is signed on its behalf by: Rosaleen Blair Chair 16 May 2025 Kainos Annual report 2025 Financial Statements 106 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KAINOS GROUP PLC 1. Opinion We have audited the financial statements of Kainos Group plc (“the Company”) and its consolidated undertakings (“the Group”) for the year ended 31 March 2025 set out in pages ϭϭϯ to ϭϲϯ,which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, Company statement of financial position, Company statement of changes in equity, and the related notes, including the accounting policies in note 3 to the Group financial statements and note 2 to the Company financial statements. The financial reporting framework that has been applied in their preparation is UK Law, UK adopted international accounting standards and,as regards the Company financial statements, UK Law and andUK accounting standards including FRS 101 Reduced Disclosure Framework. In our opinion: — the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2025 and of the Group’s profit for the year then ended; — the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; — the Company financial statements have been properly prepared in accordance with FRS 101 Reduced Disclosure Framework issued by the UK’s Financial Reporting Council; and — the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Independent auditor’s report to the members of Kainos Group plc Report on the audit of the financial statements Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were first appointed as auditor by the shareholders on 23 September 2021. The period of total uninterrupted engagement is for four financial years ended 31 March 2025. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the Financial Reporting Council (FRC)'s Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. 107 Kainos Annual report 2025 Financial Statements 2. Conclusions relating to going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting included: — Obtaining an understanding of the inherent risks to the Group and Company's business model and analysed how those risks might affect the Group and Company's financial resources or ability to continue operations over the going concern period. — Obtaining an understanding of the directors’ use of the going concern basis of preparation. This included inspecting their going concern assessment and associated underlying forecasts and assumptions, and performing inquiries of management and those charged with governance. — Assessing the appropriateness of key assumptions made in the Group’s business plan, by comparing them to historical performance and challenging the achievability of budgeted growth. — Testing the clerical accuracy of the going concern model including the data used in stress testing. — We also compared past budgets to actual results to assess the directors' track record of budgeting accurately. — We considered whether the going concern disclosure in note 3 to the Group financial statements gives an appropriate and sufficient description of the directors' assessment of going concern. 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 or the Company’s ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue. In relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Group or the Company will continue in operation. 3. Detecting irregularities including fraud We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity's industry, regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment procedures included: — Inquiring with the directors and other management as to the Group’s policies and procedures regarding compliance with laws and regulations, identifying, evaluating and accounting for litigation and claims, as well as whether they have knowledge of non-compliance or instances of litigation or claims. — Inquiring of directors and the audit committee as to the Group’s high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud. — Inquiring of directors regarding their assessment of the risk that the financial statements may be materially misstated due to irregularities, including fraud. — Inspecting the Group’s regulatory and legal correspondence. — Reading Board, audit committee, remuneration committee and nomination committee meeting minutes. — Performing planning analytical procedures to identify any usual or unexpected relationships. We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation, taxation legislation and distributable profits legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery, employment law, environmental law and certain aspects of company legislation recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these non-direct laws and regulations to inquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance. We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition. We identified a fraud risk in relation to the Group revenue recognition relating to misstatement of fixed price revenue contracts. Further detail in respect of fraud risk in relation to the Group revenue recognition is set out in the key audit matter disclosures in this report. Kainos Annual report 2025 Financial Statements 108 Independent auditor’s report continued To the members of Kainos Group plc 3. Detecting irregularities including fraud (continued) In response to the fraud risks, we also performed procedures including: — Identifying journal entries to test for all full scope components based on risk criteria and comparing the identified entries to supporting documentation. — Assessing significant accounting estimates for bias. — Assessing the disclosures in the financial statements. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. 4. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, 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 formingour opinion thereon, and we do not provide a separate opinion on these matters (unchanged from 2024). In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows: How the matter was addressed in our auditThe key audit matter Our procedures included, amongst others: — Control operation: We obtained and documented our understanding of the process for recording the recognition of revenue and tested the design and implementation of the relevant control. — Tests of detail: For fixed price contracts, we selected a sample of contracts and assessed the level of completion. Supporting evidence included the signed contract, approved time records confirmed by the appropriate person, invoices, evidence of customer payment and discussions with project managers on percentage completion as at 31 March 2025. — For SaaS revenue we selected a sample of revenue transactions to ensure these have been recognised in line with the terms of the contract and spread accordingly over the service period, including whether revenue has been recognised within the correct accounting period. — For T&M revenue we utilised IT specialists to test the underlying timesheet data alongside sampling employee charge out rates and agreeing these back to signed contracts. We also tested a sample of revenue transactions to invoice and customer payment together with discussions with project managers in relation to specific large projects. — Tested a sample of deferred revenue and accrued revenue balances to ensure they are in accordance with the Group’s revenue recognition accounting policies. — We considered the Group’s revenue accounting policies in accordance with the requirements of IFRS 15. — We made enquiries of the directors’ and other management and remained alert to the indicators of fraud during the course of the audit. — Disclosures: We assessed the disclosures presented in the financial statements to explain revenue recognition, including key sources of estimation uncertainty and judgments being applied. Our results — The results of our testing were satisfactory, and we found the amount of revenue recognised to be appropriate. Professional standards require us to make a rebuttable presumption that the fraud risk from revenue recognition is a significant risk. An overstatement of revenue could occur through premature revenue recognition or recording fictitious revenues, due to an incentive to achieve revenue forecasts to meet investor expectations and in order to achieve targets as part of performance-based compensation arrangements. There is a potential opportunity for fraud in relation to fixed price contracts where an inappropriate amount is estimated for inputs used to measure progress. No fraud risk has been assessed over time and material (‘T&M’) or Software as a Service (‘SaaS’) contracts due to there being no significant judgement or estimation involved, with the revenue recognised based on approved time charged and contractual rates for T&M and recognised evenly over the contracted term of the SaaS contract. Whilst we do not deem there to be a fraud risk over T&M or SaaS revenue, all three steams of revenue are key audit matters due to the size and volume of transactions recorded and the related audit effort. For the reasons outlined above the engagement team determine this matter to be a key audit matter. Revenue recognition Revenue: £367.2 million (2024: £382.4 million) Refer to note 3 Significant Accounting Policies (revenue section), note 4 Material accounting judgements and key sources of estimation uncertainty (Critical judgements in applying the Group’s accounting policies) and note 5 Segment reporting. 109 Kainos Annual report 2025 Financial Statements 4. Key audit matters: our assessment of risks of material misstatement (continued) How the matter was addressed in our auditThe key audit matter Our procedures included, amongst others: — Tests of detail: We considered management’s assessment of impairment indicators over the investment in subsidiaries. — We compared the carrying amount of 100% of the amounts included in investments in subsidiaries with the respective subsidiaries’ net assets values to identify whether the net assets values, being an approximation of their minimum recoverable amount, were in excess of the carrying amount. — We consider the Group’s market capitalisation to the book value of the investments in subsidiaries which indicated that the market capitalisation exceeded the book value by £0.7 billion as at 31 March 2025. Our results — The results of our testing were satisfactory, and we found the carrying amount of the investments in subsidiaries to be acceptable. Recoverability of investments in subsidiary The Company holds an investment of £9.0m in subsidiary undertakings and is accounted for at cost less any provision made for impairment. The recoverability of the investments in subsidiaries is not at high risk of significant misstatement or subject to significant judgement. However, due to their materiality in the context of the Company financial statements this is considered to be the area that had the greatest effect on our overall audit of the Company. For the reason outlined above the engagement team determine this matter to be a key audit matter. Investments in subsidiaries £9.0 million (2024: £9.0 million) Refer to Company note 2 Significant Accounting Policies (investment in financial assets section) and Company note 4 Investments in subsidiaries. Kainos Annual report 2025 Financial Statements 110 Independent auditor’s report continued To the members of Kainos Group plc Group total assets     Key: Full scope for group audit purposes 2025 Residual components Group revenue 5. Our application of materiality and an overview of the scope of our audit Materiality for the Group financial statements as a whole was set at £2.9m (2024: £3.4m), determined with reference to a benchmark of Group profit before tax, normalised to exclude acquisition related costs and one-off restructuring costs of £10.2m (2024: £4.4m), of which it represents 5% (2024: 5%). We consider the basis of our materiality to be one of the important considerations for shareholders of the Company in assessing the financial performance of the Group. It is linked to the key earnings measures discussed when the Group presents the financial results. The Group’s reported adjusted profit before tax is detailed in note 5. In addition to acquisition related costs and post-combination remuneration expenses, the Group also adjusts for amortisation of purchased intangibles and share based payments expense and related costs to present adjusted profit before tax; these amounts are not excluded from our materiality calculation. Materiality for the Company financial statements as a whole was set at £1.1m (2024: £0.9m), determined with reference to a benchmark of Company total assets (2024: total assets), of which it represents 1% (2024: 1%). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. In applying our judgement in determining the percentage to be applied to the benchmark for Group and Company, the following qualitative factors, had the most significant impact, increasing our assessment of materiality and included:  the Group has no external debt; and  the stability of the business environment in which it operates. We applied Group materiality to assist us determine the overall audit strategy. Performance materiality was set at 75% (2024: 75%) of materiality for the financial statements as a whole, which equates to £2.2m (2024: £2.5m) for the Group and £0.8m (2024: £0.7m) for the Company. In applying our judgement in determining performance materiality for the Group and Company, the following factors were considered to have the most significant impact, increasing our assessment of performance materiality:  the low number and value of misstatements detected in the prior year financial statement audit;  the low number and severity of deficiencies in control activities identified in the prior year financial statement audit; and  the stability in the senior management and key financial reporting personnel over the last three years. We applied performance materiality to assist us determine what risks were significant risks and the procedures to be performed. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £147k (2024: £172k), in addition to other identified misstatements that warranted reporting on qualitative grounds. This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across components. In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement ("RMMs"). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervised. Adjusted group profit before tax £58.9m (2024: £69.2m) Group materiality £2.9m (2024: £3.4m) 58.9 Adjusted Group PBT Group materiality £2.2m (2024: £2.5m) Whole financial statements performance materiality £0.1m to £2.2m Range of materiality at 9 components (2024: £0.1m to £2.1m at 9 components) £147k (2024: £172k) Misstatements reported to the audit committee As a result, we assess scoping and coverage in a different way and comparisons to prior period coverage figures are not meaningful. In this report we provide an indication of scope coverage on the new basis Of the Group’s 31 reporting components, we subjected 9 to full scope audits for group purposes. The latter were not individually financially significant enough to require a full scope audit for group purposes. The work on these components, including the audit of the Company, was performed by the Group team. The audit was performed using the materiality levels set out above. The components within the scope of our work accounted for the percentages illustrated below. The remaining 15% of total Group revenue and 7% of total Group assets is represented by 21 reporting components, none of which individually represented more than 4% of any of total Group revenue, Group profit before tax or total Group assets. For the residual components, we performed analysis at an aggregated group level to re-examine our assessment that there were no risk of material misstatement within these. 111 Kainos Annual report 2025 Financial Statements 6. We have nothing to report on the other information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the Directors’ report and the Strategic report and Corporate governance sections of the Annual Report. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. 7. Opinions on other matters prescribed by the Companies Act 2006 Strategic report and directors’ report Based solely on our work on the other information undertaken during the course of the audit: — we have not identified material misstatements in the strategic report or the directors’ report; — in our opinion the information given in the strategic report and the directors’ report for the financial year is consistent with the financial statements; and — in our opinion, the strategic report and the directors’ report have been prepared in accordance with the Companies Act 2006. Directors’ remuneration report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code four our review specified by the Listing Rules. 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: — Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified on page ϭϬϰ; — Directors’ explanation as to their assessment of the Group's prospects, the period this assessment covers and why the period is appropriate set out in the Directors’ report and Strategic Report on page ϲϲ; — Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its liabilities set out in the Directors’ report and Strategic Report on pages ϲϲĂŶĚϭϬϰ. 7. Opinions on other matters prescribed by the Companies Act 2006 (continued) — Directors' statement on fair, balanced and understandable and the information necessary for shareholders to assess the Group's position and performance, business model and strategy set out on pages ϭϬϰ to ϭϬϱ; — Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the annual report that describe the principal risks and the procedures in place to identify emerging risks and explain how they are being managed or mitigated set out on pageƐϲϬƚŽϲϱ; — Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pageϴϮ; and — Section describing the work of the audit committee set out on pages ϳϴ to ϴϮ. 8. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: — adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or — the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or — certain disclosures of directors’ remuneration specified by law are not made; or — we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. 9. Respective responsibilities and restrictions on use Responsibilities of directors for the financial statements As explained more fully in the directors’ responsibilities statement set out on pages ϭϬϰ to ϭϬϱ, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and 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 they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Kainos Annual report 2025 Financial Statements 112 Independent auditor’s report continued To the members of Kainos Group plc 9. Respective responsibilities and restrictions on use (continued) Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud, other irregularities or error, and to issue an opinion in an auditor’s report. 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, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format. The purpose of our audit work and to whom we owe our responsibilities Our 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. Niall Savage (Senior Statutory Auditor) for and on behalf of KPMG, Statutory Auditor Chartered Accountants The Soloist Building 1 Lanyon Place Belfast BT1 3LP 16 May 2025 113 Kainos Annual report 2025 Financial Statements CONTINUING OPERATIONS Note 2025 2024 (£000s) (£000s) REVENUE 5 367,246 382,393 Cost of sales 5 (191,337) (195,079) GROSS PROFIT 5 175,909 187,314 OPERATING EXPENSES Restructuring costs 22 (8,411) – Other operating expenses (125,643) (128,411) TOTAL OPERATING EXPENSES (134,054) (128,411) Impairment gain/(loss) (including amounts recovered) on trade receivables and accrued income 26 678 (287) Gain on disposal of property, plant and equipment – 1,114 Increase in fair value of investment property 14 – 1,040 OPERATING PROFIT 6 42,533 60,770 Finance income 7 6,440 4,336 Finance expense 7 (333) (334) PROFIT BEFORE TAX 48,640 64,772 Income tax expense 9 (13,080) (16,057) PROFIT FOR THE YEAR 35,560 48,715 EARNINGS PER SHARE Basic 11 28.4p 39.0p Diluted 11 28.2p 38.6p CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025 2025 2024 (£000s) (£000s) PROFIT FOR THE YEAR 35,560 48,715 ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS: Foreign operations – foreign currency translation differences (1,595) (1,065) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 33,965 47,650 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2025 Kainos Annual report 2025 Financial Statements 114 Note 2025 2024 (£000s) (£000s) NON-CURRENT ASSETS Goodwill 12 37,313 38,203 Other intangible assets 12 4,239 5,208 Investment property 14 – 6,200 Property, plant and equipment 13 12,145 12,285 Right-of-use assets 16 4,718 5,216 Investments in equity instruments 1,299 1,299 Deferred tax asset 18 4,911 5,147 64,625 73,558 CURRENT ASSETS Trade and other receivables 17 38,520 41,832 Prepayments 17 7,553 4,268 Accrued income 17 22,673 33,225 Cash and cash equivalents 19 128,288 121,558 Treasury deposits 19 5,399 4,403 202,433 205,286 TOTAL ASSETS 267,058 278,844 CURRENT LIABILITIES Trade payables and accruals 21 (54,269) (50,062) Deferred income 21 (46,358) (44,954) Current tax liabilities 21 (2,526) (7,069) Other tax and social security 21 (11,452) (10,135) Lease liabilities 20 (1,246) (1,015) Provisions 22 (5,388) – (121,239) (113,235) NON-CURRENT LIABILITIES Provisions 22 (1,546) (1,542) Deferred tax liability 18 (1,976) (2,371) Lease liabilities 20 (4,312) (4,883) (7,834) (8,796) TOTAL LIABILITIES (129,073) (122,031) NET ASSETS 137,985 156,813 EQUITY Share capital 23 618 629 Share premium account 9,481 9,419 Other reserves 23 3,562 3,548 Share-based payment reserve 36,907 31,228 Shares held to be cancelled 23 (1,431) – Translation reserve (1,630) (35) Retained earnings 90,478 112,024 TOTAL EQUITY 137,985 156,813 These financial statements were approved by the Board of Directors and authorised for issue on 16 May 2025. They were signed on its behalf by: Richard McCann Director 16 May 2025 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025 115 Kainos Annual report 2025 Financial Statements Shares Other Share-based Share held to be Share Reserves payment Translation Retained Tot al capital cancelled (17) premium (note 23) reserve reserve earnings equity (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) BALANCE AT 31 MARCH 2023 623 – 6,567 3,548 23,394 1,030 94,185 129,347 Profit for the year – – – – – – 48,715 48,715 Other comprehensive income – – – – – (1,065) – (1,065) Total comprehensive income for the year – – – – – (1,065) 48,715 47,650 Equity-settled share-based payment – – – – 7,834 – – 7,834 Current tax for equity-settled share- based payments – – – – – – 514 514 Deferred tax for equity-settled share-based payments – – – – – – (968) (968) Issue of share capital – share options exercised 6 – 2,852 – – – – 2,858 Dividends – – – – – – (30,422) (30,422) BALANCE AT 31 MARCH 2024 629 – 9,419 3,548 31,228 (35) 112,024 156,813 Profit for the year – – – – – – 35,560 35,560 Other comprehensive income – – – – – (1,595) – (1,595) Total comprehensive income for the year – – – – – (1,595) 35,560 33,965 Equity-settled share-based payment – – – – 5,679 – – 5,679 Current tax for equity-settled share- based payments – – – – – – 21 21 Deferred tax for equity-settled share-based payments – – – – – – (25) (25) Issue of share capital – share options exercised 3 – 62 – – – – 65 Share buyback programme – (22,785) – – – – – (22,785) Shares cancelled (14) 21,354 – 14 – – (21,354) – Dividends – – – – – – (35,748) (35,748) BALANCE AT 31 MARCH 2025 618 (1,431) 9,481 3,562 36,907 (18) (1,630) 90,478 137,985 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 (17) Shares purchased as part of the share buyback programme due to be cancelled. (18) £25.4 million relates to exercised or lapsed options or fully vested free share awards and is considered distributable. Kainos Annual report 2025 Financial Statements 116 Note 2025 2024 (£000s) (£000s) CASH FLOWS FROM OPERATING ACTIVITIES PROFIT FOR THE YEAR 35,560 48,715 Adjustments for: Finance income 7 (6,440) (4,336) Finance expense 7 333 334 Tax expense 9 13,080 16,057 Share-based payment expense 24 5,930 5,952 Depreciation of property, plant and equipment 13 3,381 2,886 Depreciation of right-of-use assets 16 1,277 1,152 Amortisation of intangible assets 12 836 4,190 Gain on disposal of property, plant and equipment – (1,114) Increase in fair value of investment property 14 – (1,040) Post-acquisition remuneration settled by shares – 1,501 Increase in provisions 22 5,392 170 OPERATING CASH FLOWS BEFORE MOVEMENTS IN WORKING CAPITAL 59,349 74,467 Decrease in trade and other receivables 10,912 2,337 Increase/(decrease) in trade and other payables 1,513 (1,336) CASH GENERATED FROM OPERATING ACTIVITIES 71,774 75,468 Income taxes paid (12,967) (6,454) NET CASH FROM OPERATING ACTIVITIES 58,807 69,014 CASH FLOWS FROM INVESTING ACTIVITIES Interest received 6,027 4,336 Purchases of property, plant and equipment 13 (3,369) (5,662) Proceeds from sale of property, plant and equipment – 1,484 Proceeds from sale of investment property 14 6,200 – Amounts placed on treasury deposit 19 (996) (4,403) Acquisition of subsidiaries net of cash acquired 28 – (22,908) NET CASH FROM/(USED) IN INVESTING ACTIVITIES 7,862 (27,153) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid 10 (35,748) (30,422) Share buyback programme 23 (22,552) – Interest paid (333) (334) Repayment of lease liabilities 20 (1,121) (466) Proceeds on issue of shares 65 2,858 NET CASH USED IN FINANCING ACTIVITIES (59,689) (28,364) NET INCREASE IN CASH AND CASH EQUIVALENTS 6,980 13,497 Cash and cash equivalents at beginning of year 121,558 108,302 Effect of exchange rate fluctuations on cash held (250) (241) CASH AND CASH EQUIVALENTS AT END OF YEAR 19 128,288 121,558 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025 117 Kainos Annual report 2025 Financial Statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. General information and basis of preparation Kainos Group plc (‘the Company’) is a public company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales (company registration number 09579188), having its registered office at 21 Farringdon Road, 2nd Floor, London EC1M 3HA. The Company is listed on the London Stock Exchange. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). The parent Company financial statements present information about the Company as a separate entity and not about its Group. The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted International Accounting Standards (‘UK-Adopted IFRS’). The Company has elected to prepare its parent Company financial statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS101’). The financial statements are presented in Pounds Sterling, generally rounded to the nearest thousand. The Group financial statements are prepared on a historical cost basis except for the following items which are measured at fair value or grant date fair value: • share-based payment arrangements; • investment property; • business combinations; and • equity investments that are in the scope of IFRS9. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by the Group other than those detailed in changes in accounting policies. The financial statements were authorised for issue by the Directors on 16 May 2025. 2. Adoption of new and revised standards In the current year, the Group and Company have applied a number of amendments for UK-adopted IFRS that are effective for an accounting period that begins on or after 1 January 2024. Amendments to IAS1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants. Amendments to IFRS16 – Lease Liability in a Sale and Leaseback. Amendments to IAS7 and IFRS7 – Supplier Finance Arrangements. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. New and revised UK-adopted IFRS in issue but not yet effective The following UK-adopted IFRSs have been issued but have not been applied by the Group and Company in these financial statements. Their adoption is not expected to have a material effect in the financial statements. Amendments to IAS 21 – Lack of Exchangeability (effective date 1 January 2025). Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments (effective date 1 January 2026). Annual Improvements to IFRS Accounting Standards – Volume 11 (effective date 1 January 2026). Kainos Annual report 2025 Financial Statements 118 2. Adoption of new and revised standards continued The impact of the following is under assessment: IFRS18 Presentation and disclosure in ﬁnancial statements IFRS18 Primary Financial Statements, will replace IAS1 Presentation of Financial Statements, and will become effective in the Group financial statements for the financial year ending 31 March 2028, subject to UK endorsement. The new standard introduces the following key new requirements. • Entities are required to classify all income and expenses into ﬁve categories in the statement of proﬁt or loss, namely the operating, ﬁnancing, discontinued operations and income tax categories. Entities are also required to present a newly- deﬁned operating proﬁt subtotal. Entities’ net proﬁt will not change. • Management deﬁned performance measures (MPMs) are disclosed in a single note in the ﬁnancial statements. • Enhanced guidance is provided on how to group information in the ﬁnancial statements. In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method. The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s consolidated income statement, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as ‘other’. 3. Material accounting policies Going concern The financial statements have been prepared on a going concern basis. The Group’s business activities, together with the factors likely to affect its future development, performance and position are summarised in the Strategic Report. The principal risks, uncertainties and risk management processes are also described in the Strategic Report. The Group’s policies and objectives with regards to financial risk management are further described in note 26 of the financial statements. The Directors, having reviewed the future plans and projections for the business and the current financial position, believe that the Group is well placed to manage its business risks successfully. It has adequate financial resources, no borrowings, a good level of recurring revenue and a broad spread of customers. In reaching its conclusion on the going concern assessment, the Directors also considered the findings of the work performed to support the long-term viability of the Company and Group. The Group’s Viability Statement is included within the Strategic Report. The Viability review included sensitivity analysis on the future performance and solvency over three years and for the principal and emerging risks facing the business in severe but plausible scenarios. In performing this assessment, our long-term strategy and focus, the demand for our products and services, the level of recurring revenue and strong customer retention, the track record of strong cash generation and a healthy cash balance with no debt from financial institutions were all taken into consideration. Consideration was also given to the risks of regional and political changes in our main markets. Based on the results of this assessment, the Directors had a reasonable expectation that should these risks, either all or in part, manifest themselves, the resulting adverse outcomes can be managed and mitigated such that, the Group and Company will be able to continue in operation and meet their liabilities as they fall due over the period of their assessment. In doing so, they note that such future assessments are subject to a level of uncertainty that increases with time and, therefore, future outcomes cannot be guaranteed or predicted with certainty. As a consequence of these factors and having reviewed the forecasts for the coming year, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date these financial statements are authorised. For this reason, they continue to adopt the going concern basis of accounting in preparing our financial statements. Shares held to be cancelled Shares purchased and in the process of cancellation as part of the share buyback programme. Shares purchased for cancellation are included in the shares held to be cancelled reserve until cancellation, at which point the consideration is transferred to retained earnings, and the nominal value of the shares is transferred from share capital to the capital redemption reserve. Notes to the consolidated ﬁnancial statements continued 119 Kainos Annual report 2025 Financial Statements 3. Material accounting policies continued Functional and presentational currency These consolidated financial statements are presented in Pounds Sterling, which is the Company’s functional currency. Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS3 Business Combinations are recognised at their fair values at the acquisition date. Any deferred and contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. Deferred and contingent consideration that is assessed as being payment for post-combination services (remuneration) is expensed as incurred in the post-combination period. Acquisition-related costs, other than those associated with the issue of debt or equity securities, are expensed as incurred and included in operating expenses. The Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interests in the acquiree; plus • if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount (generally fair value) of the identiﬁable assets acquired and liabilities assumed. Identiﬁable intangibles are those which can be sold separately, or which arise from contractual or legal rights regardless of whether those rights are separable. Goodwill Goodwill is initially recognised and measured as set out above. Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash-generating unit which represents the lowest level within the Group at which goodwill is monitored. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. Kainos Annual report 2025 Financial Statements 120 3. Material accounting policies continued Revenue Revenue is recognised to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The Group has adopted the five-step approach to the timing of revenue recognition based on performance obligations in customer contracts. This involves identifying the contract with customers, identifying the performance obligations, determining the transaction price, allocating the price to the performance obligations within the contract and recognising revenue when the performance obligations are satisfied. Revenue from the Group’s activities is recognised as detailed below. The Group recognises a contract asset (accrued income) when the value of the satisfied performance obligations is in excess of the payment due to the Group or a contract liability (deferred income) when the amount of unconditional consideration is in excess of the value of satisfied performance obligations. Once a right to receive consideration is unconditional, that amount is recognised as a receivable. Contract assets are represented by accrued income (note 17) and contract liabilities are represented by deferred income (note 21). Service revenue Time and materials contracts Contracts for the provision of software-related services generally tend to be ‘time and materials’ contracts whereby the customer is contractually bound to pay for services for each hour or day spent in delivering a contractually agreed services scope. These contracts typically have no payment milestones, refunds or bundling with other services or products. Such services are recognised as a performance obligation satisfied over time in line with the chargeable ‘time and materials’ which are allocated to the contracted project. Fixed price contracts Other contracts for the provision of software-related services are contracted on a fixed price basis. The Directors have assessed that the stage of completion, determined as a proportion of the total hours expected for the project that has elapsed at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of the performance conditions under IFRS15. This is reviewed on a monthly basis. Payment for services is not due from the customer unless milestones have been achieved or the project is complete, therefore a contract asset is recognised over the period in which the services are performed representing the Group’s right to consideration for the services performed to date. Where costs are anticipated to be in excess of revenues an onerous contract will be recognised. Support Revenue relating to support services is recognised over time. The transaction price allocated to these services is recognised as a contract liability at the time of the initial sales transactions and is released on a straight-line basis over the contracted term in line with the estimated delivery of performance obligations. Software as a Service (SaaS) SaaS is charged on a subscription basis and the revenue is recognised pro-rata over the period that the service is provided. Managed service subscription Subscription revenue for the management of software applications for customers in the cloud is recognised pro-rata over the period the service is provided. Commission revenue Commission income is earned when the Group secures orders for end-user access to Workday Adaptive Planning software. The performance obligations are satisfied at the point the order is secured and revenue is recognised accordingly. Third-party goods Revenue from the sale of goods is recognised when control of the goods has transferred to the customer, usually on delivery of the goods. Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group continues to recognise the lease payments mainly as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits of the lease are consumed. Notes to the consolidated ﬁnancial statements continued 121 Kainos Annual report 2025 Financial Statements 3. Material accounting policies continued Leases continued Lease liability The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease when it can be readily determined. If this rate cannot be readily determined the Group uses its incremental borrowing rate, which is typically applied. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is presented as separate line items in the consolidated statement of financial position. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • the lease term has changed or there is a signiﬁcant event or change in circumstances resulting in a change in the assessment, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; • the lease payments change due to a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; and • a lease contract is modiﬁed, and the lease modiﬁcation is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modiﬁed lease by discounting the revised lease payments using a revised discount rate at the effective date of the modiﬁcation. Right-of-use asset The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and plus any initial direct costs. It is subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised at commencement of the lease and measured under IAS37. These costs are included in the related right-of-use asset. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Group does not have any leases that include purchase options or that transfer ownership of the underlying asset at the end of the lease term. The Group applies IAS36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. The right-of-use assets are presented as a separate line in the consolidated statement of financial position. Foreign currency Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within operating expenses. Foreign operations For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Pounds Sterling at the exchange rates at the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Foreign currency differences are recognised in the statement of comprehensive income and accumulated in the translation reserve until the foreign operation is disposed of, at which point the relevant proportion of the accumulated amount is reclassified to profit or loss. Kainos Annual report 2025 Financial Statements 122 3. Material accounting policies continued Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants that compensate the Group for expenses incurred are recognised in profit and loss on a systematic basis in the periods in which the related costs for which the grants are intended to compensate are recognised. The Group has elected to present grants related to income as a reduction to the related expense within operating expenses. Research and Development Expenditure Credits Research and Development Expenditure Credits are accounted for as having the substance of a government grant and accordingly this income is accounted for under IAS20 Accounting for Government Grants. The grants are recognised on the basis of the fair value of claims made and are recognised within operating expenses in the profit or loss. A corresponding other receivable is recognised at the time the grants are earned. Retirement beneﬁt costs The Group operates two defined contribution pension schemes and the pension charge represents the amounts payable by the Group to the funds in respect of the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of financial position. Taxation Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that at the time of the transaction i) affects neither the taxable profit nor the accounting profit, and ii) does not give rise to equal taxable and deductible temporary timing differences. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Notes to the consolidated ﬁnancial statements continued 123 Kainos Annual report 2025 Financial Statements 3. Material accounting policies continued Property, plant and equipment Property under construction is carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets, determined on the same basis as other property assets, commences when the assets are ready for their intended use. Property, plant and equipment assets are stated at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and property under construction) less their residual values over their useful lives, using the straight-line method, on the following bases: Long-term leasehold property 2.5% Leasehold improvements Over the term of the lease up to five years Fixtures and fittings 20% Office equipment 25%-33% The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset, and is recognised in the income statement. Investment property Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss. When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified accordingly. Any gain arising on this remeasurement is recognised in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognised in OCI and presented in the revaluation reserve. Insurance The Group has entered into arrangements to self-insure for professional indemnity, cyber and and employment practices liability through the establishment of a protected cell captive (‘PCC’). In accordance with IFRS10, the Group has assessed that the PCC should be classified as a separate entity and that the Company controls the entity. Accordingly, the PCC has been consolidated in these Group financial statements. As the Group enters into self-insurance, in accordance with IAS 37, the Group will recognise a provision when an event of loss occurs, before the reporting date and only for obligations incurred. A provision is not recognised for future losses or costs associated with self-insurance except for ‘qualifying costs’ related to events that have occurred before the reporting date. Acquired intangible assets Separately identified intangible assets acquired in a business combination are initially recognised at their fair value (which is regarded as their cost). Intangible assets are subsequently stated at fair value or cost less accumulated amortisation and any accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life of the asset. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Estimated useful lives typically applied are as follows: • Customer relationships – over 2-10 years • Order backlog – over 10-33 months Kainos Annual report 2025 Financial Statements 124 3. Material accounting policies continued Internally generated intangible assets – research & development expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic beneﬁts; • the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is recognised in the income statement in the period in which it is incurred. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. Financial instruments Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Trade receivables Trade receivables, which typically have 30-day credit terms, are initially recognised and carried at their original invoice amount. Given the short lives of the trade receivables, there are generally no material fair value movements between initial recognition and the derecognition of the receivable and they are subsequently stated at cost less expected credit losses. The Group applies the simplified approach, which requires expected lifetime losses to be recognised from the initial recognition of the receivables. Cash and cash equivalents Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. All of the cash and cash equivalents balance is available for use by the Group. The Group has not recognised an expected credit loss on cash and cash equivalents as it has been assessed as not material. Treasury deposits Treasury deposits represent bank deposits with an original maturity date of over three months and are held with a fixed rate of interest. Treasury deposits are held to collect and are solely payments of principal and interest compliant. The Group has not recognised an expected credit loss on treasury deposits as it has been assessed as not material. Investments in ﬁnancial assets Investments in equity shares, which are all unquoted equity investments, are stated at fair value through profit or loss (FVTPL). Impairment of ﬁnancial assets The Group recognises a loss allowance at an amount equal to lifetime expected credit loss (ECL) on trade receivables and accrued income in accordance with the simplified approach as set out in IFRS9. The ECL is updated at each reporting date to reflect changes in credit risk. The Group measures loss allowances at an amount equal to lifetime ECL, except for bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured as 12-month ECL. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL . Notes to the consolidated ﬁnancial statements continued 125 Kainos Annual report 2025 Financial Statements 3. Material accounting policies continued Impairment of ﬁnancial assets continued When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers any change in credit quality of the amounts owing from the date the credit was initially granted up to the reporting date. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. ECLs are a probability-weighted estimate of credit losses estimated using a provision matrix. The Group recognises a loss allowance of 100% against all receivables older than six months at the reporting date. Financial liabilities Financial liabilities are initially measured at fair value, net of transaction costs. Financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or where appropriate, a shorter period, to the amortised cost of a financial liability. Derecognition of ﬁnancial assets and ﬁnancial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each statement of financial position date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payment reserve. The fair value of the amount payable to employees in respect of share options settled in cash is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the options. Any changes in the liability are recognised in profit or loss. Kainos Annual report 2025 Financial Statements 126 4. Material accounting judgements and key sources of estimation uncertainty In applying the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Group’s accounting policies The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in financial statements. Product development expenditure The Group invests on a continual basis in the development of new and enhanced features in the product suite. There is a continual process of enhancements to and expansion of the overall product suite. Judgement is required in assessing whether the development costs meet the criteria for capitalisation. These judgements have been applied consistently year to year. In making this judgement, the Group evaluates, amongst other factors, whether there are future economic benefits beyond the current period, the stage at which technical feasibility has been achieved, management’s intention to complete and use or sell the product, the likelihood of success, availability of technical and financial resources to complete the development phase and management’s ability to measure reliably the expenditure attributable to the project. Research and product development expenditure incurred on minor or major upgrades, or other changes in software functionality, does not satisfy the criteria in order to capitalise. Such expenditure is therefore recognised as an expense. Therefore, judgement is required in assessing whether eligible costs meet the relevant capitalisation criteria under IAS38 Intangible Assets. The accounting policy for research and product development is in note 3 and in the current year there are no development expenses that have been capitalised (2024: £Nil). The total product development expenditure in the period is £16.8 million (2024: £13.5 million). R&D expenditure credit (RDEC) grants received from HMRC and product development expenditure incurred are presented gross in note 6. Generally, commercial viability of new products is not proven until all high-risk development issues have been resolved through testing pre-launch versions of the product. As a result, technical feasibility is proven only after completion of the detailed design phase and formal approval, which occurs just before the products are ready to go to market. Certain development costs are incurred for specific projects and there is a lack of certainty that the work may have future economic benefit on future projects. Accordingly, development costs have not been capitalised. Costs which are incurred after the general release of internally generated software, or costs which are incurred in order to enhance existing products are expensed in the period in which they are incurred and included within the research & development expense in the financial statements. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Revenue recognition Service revenue Kainos charges for its digital services on a time and materials or fixed price basis. Where there are fixed price contracts, revenue is recognised based on the stage of completion. Stage of completion is measured by reference to costs incurred to date as a percentage of total estimated costs. The Group estimates costs to complete its contractual obligations by reference to the current run rate of these costs until contractual completion. The estimation of stage of completion is sensitive to future uncertainties such as technical challenges, timescale changes and commercial issues. During the year revenue relating to fixed price project income was £57.3 million (2024: £35.1 million). The associated carrying values of accrued and deferred income at 31 March 2025 were £10.0 million (2024: £11.5 million) and £2.3 million (2024: £2.0 million) respectively. Notes to the consolidated ﬁnancial statements continued 127 Kainos Annual report 2025 Financial Statements 5. Segment reporting All of the Group’s revenue during the year ended 31 March 2025 and for the year ended 31 March 2024 was derived from continuing operations. The Group’s Executive Directors are considered to be the Chief Operating Decision Maker (CODM) of the Group. They use internal management reports to assess both performance and strategy of the Group and the three specialist business areas: Digital Services, Workday Services and Workday Products, which are the Group’s reportable segments. The following is an analysis of the Group’s revenue and results by reportable segment: 2025 Digital Workday Workday Services Services Products Consolidated 12 MONTHS TO 31 MARCH (£000s) (£000s) (£000s) (£000s) REVENUE 197,173 98,725 71,348 367,246 Cost of sales (125,438) (47,647) (18,252) (191,337) GROSS PROFIT 71,735 51,078 53,096 175,909 Direct expenses (19) (21,546) (33,491) (33,615) (88,652) CONTRIBUTION 50,189 17,587 19,481 87,257 Depreciation of property, plant and equipment (3,381) Central overheads (19) (24,341) Net finance income (note 7) 6,107 ADJUSTED PRE-TAX PROFIT 65,642 Share-based payments expense and related costs (5,930) Amortisation of acquired intangible assets (836) Compensation for post-combination remuneration (877) Acquisition-related expenses (948) Restructuring costs (8,411) PROFIT BEFORE TAX 48,640 2024 Digital Workday Workday Services Services Products Consolidated 12 MONTHS TO 31 MARCH (£000s) (£000s) (£000s) (£000s) REVENUE 213,097 112,044 57,252 382,393 Cost of sales (131,280) (50,717) (13,082) (195,079) GROSS PROFIT 81,817 61,327 44,170 187,314 Direct expenses (19) (20,778) (35,889) (28,280) (84,947) CONTRIBUTION 61,039 25,438 15,890 102,367 Central overheads (19) (29,183) Net finance income 4,002 ADJUSTED PRE-TAX PROFIT 77,186 Share-based payments expense and related costs (5,952) Amortisation of acquired intangible assets (4,190) Compensation for post-combination remuneration (3,800) Acquisition-related expenses (626) Increase in fair value of investment property and gain on sale of property 2,154 PROFIT BEFORE TAX 64,772 (19) Direct expenses plus central overheads (including depreciation) plus balances below adjusted profit equals the sum of operating expenses plus impairment gain/(loss) and reversals on trade receivables and accrued income. Direct expenses are expenses that are directly attributable to each division. Kainos Annual report 2025 Financial Statements 128 5. Segment reporting continued The Group’s revenue from external customers by primary geographic region is detailed below: 2025 2024 (£000s) (£000s) United Kingdom & Ireland 217,374 232,557 Americas 114,392 106,990 Central Europe 33,710 41,433 Rest of world 1,770 1,413 367,246 382,393 Disaggregation of revenue by type Digital Workday Workday Services Services Products Tot al 2025 2025 2025 2025 (£000s) (£000s) (£000s) (£000s) TYPE OF REVENUE Services 188,451 95,047 4,061 287,559 Subscriptions – – 67,287 67,287 Third party and other 8,722 3,678 – 12,400 197,173 98,725 71,348 367,246 Digital Workday Workday Services Services Products Tot al 2024 2024 2024 2024 (£000s) (£000s) (£000s) (£000s) TYPE OF REVENUE Services 204,950 105,428 2,430 312,808 Subscriptions – – 54,822 54,822 Third party and other 8,147 6,616 – 14,763 213,097 112,044 57,252 382,393 Notes to the consolidated ﬁnancial statements continued 129 Kainos Annual report 2025 Financial Statements 5. Segment reporting continued Disaggregation of revenue by sector 2025 2024 (£000s) (£000s) DIGITAL SERVICES Public 125,502 138,168 Commercial 21,030 30,749 Healthcare 50,641 44,180 197,173 213,097 WORKDAY SERVICES Public 35 89 Commercial 98,575 111,949 Healthcare 115 6 98,725 112,044 WORKDAY PRODUCTS Public – – Commercial 71,267 57,170 Healthcare 81 82 71,348 57,252 GROUP Public 125,537 138,257 Commercial 190,872 199,868 Healthcare 50,837 44,268 TOTAL 367,246 382,393 The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3. Segment assets and liabilities are not reported to the CODM on a segmental basis and are therefore not disclosed. The following table provides information about receivables, accrued income and deferred income from contracts with customers. 2025 2024 (£000s) (£000s) Trade receivables 17 31,481 35,368 Accrued income 17 22,673 33,225 Deferred income 21 (46,358) (44,954) Accrued income relates to the Group’s right to consideration for work completed and delivered but not invoiced as at year-end and is transferred to trade receivables when an invoice is issued to the customer. Customers are typically invoiced on a monthly basis and consideration is payable when invoiced. The accrued income balance as at 31 March 2024 (£33.2 million) was invoiced during the year. Any amounts written-off were small and considered immaterial in the context of these financial statements. Deferred income relates to advance consideration received from customers, where revenue is recognised over time as the services are provided/delivered to customers. During the year, all of the opening deferred revenue balance (2024: all) has been recognised as revenue. Any revenue recognised in the period resulting from performance obligations satisfied (or partially satisfied) in previous periods would not be considered material in the context of these financial statements. Kainos Annual report 2025 Financial Statements 130 5. Segment reporting continued Disaggregation of revenue by sector continued The Group’s non-current assets (excluding deferred tax assets) are located as follows: 2025 2024 (£000s) (£000s) Northern Ireland 10,754 18,177 Rest of UK 2,745 2,231 United States of America 33,131 34,954 Finland 8,145 8,454 Canada 1,729 2,208 Poland 1,769 2,112 Other 1,441 275 Signiﬁcant customer No single customer contributed more than 10% to Group revenue in the period. One customer, a Digital Services client, contributed £45.1 million or 12% to Group revenue for the year ended 31 March 2024. 6. Proﬁt for the year Profit for the year has been arrived at after charging/(crediting): 2025 2024 (£000s) (£000s) Total staff costs (note 8) 259,119 261,430 Government grants (20) (793) (2,070) Research & development expensed as incurred 16,818 13,493 Research & Development Expenditure Credit (5,073) (5,161) Depreciation of property, plant and equipment (note 13) 3,381 2,886 Depreciation of right-of-use assets (note 16) 1,277 1,152 Gain on disposal of property, plant and equipment – (1,173) Net foreign exchange loss 461 553 Amortisation of acquired intangibles (note 12) 836 4,190 The analysis of auditor’s remuneration is as follows: 2025 2024 (£000s) (£000s) Fees payable to the Group’s auditor for the audit of the Group’s annual accounts 214 160 Fees payable to the Group’s auditor for the audit of subsidiaries 118 88 TOTAL AUDIT FEES 332 248 Fees payable to the Group’s auditor for other services to the Group: – – Review of interim report 28 27 TOTAL AUDIT-RELATED FEES 360 275 Non-audit fees – – Total audit and non-audit fees 360 275 Total % of non-audit fees 0% 0% Notes to the consolidated ﬁnancial statements continued (20) Grant income received in connection with employment and R&D related grants. 131 Kainos Annual report 2025 Financial Statements 7. Finance income and expense 2025 2024 (£000s) (£000s) Bank interest 6,440 4,336 FINANCE INCOME 6,440 4,336 2025 2024 (£000s) (£000s) Interest expense on lease liabilities 328 320 Other finance expense 5 14 FINANCE EXPENSE 333 334 8. Staff numbers and costs The average number of employees during the year was: 2025 2024 Number Number Technical 2,410 2,354 Administration 310 331 Sales 233 258 2,953 2,943 The aggregate payroll costs of these persons were as follows: 2025 2024 (£000s) (£000s) Wages and salaries 222,692 222,916 Social security costs 21,105 21,821 Contributions to defined contribution plans (note 25) 9,392 9,270 Share-based payments (note 24) 5,930 7,423 259,119 261,430 The split of remuneration between cost of sales and operating expenses is as follows: 2025 2024 (£000s) (£000s) Cost of sales 164,429 164,101 Operating expenses 94,690 97,329 259,119 261,430 Kainos Annual report 2025 Financial Statements 132 9. Tax expense The following tax was recognised in the income statement: 2025 2024 (£000s) (£000s) CURRENT TAX EXPENSE: Current year (UK) 9,909 12,201 Current year (overseas) 4,070 6,456 Adjustments in respect of prior years (635) (444) 13,344 18,213 DEFERRED TAX (NOTE 18) Origination and reversal of temporary differences (1,277) (1,439) Adjustments in respect of prior years 1,013 (717) (264) (2,156) TOTAL TAX EXPENSE 13,080 16,057 In addition to the amount charged to the statement of comprehensive income, the following amounts relating to tax have been recognised directly in equity in relation to share-based payments: 2025 2024 (£000s) (£000s) CURRENT TAX Permanent element of share-based payments deduction 21 514 DEFERRED TAX Deferred tax on share-based payments (25) (968) TOTAL TAX RECOGNISED DIRECTLY IN EQUITY (4) (454) UK corporation tax has been calculated at 25% (2024: 25%) of the estimated taxable profit for the year, reflecting the statutory rate in effect at the balance sheet date. Taxation in other jurisdictions is determined based on the applicable rates prevailing in those respective regions. The effective tax rate for the year is 27% (2024: 25%), which is higher than the UK corporation tax rate, primarily due to the impact of higher tax rates in the United States. We envisage our future effective tax rates to be broadly in line with this rate. The Group’s tax charge can be reconciled to the profit in the income statement and effective tax rate as follows: 2025 2024 (£000s) (£000s) PROFIT BEFORE TAX ON CONTINUING OPERATIONS 48,640 64,772 Tax at the UK corporation tax rate of 25% (2024: 25%) 12,160 16,193 Expenses not deductible for tax purposes 662 1,333 Tax exempt income (357) (428) Effect of tax rates in foreign jurisdictions 237 120 Adjustments to tax charge in respect of prior years 378 (1,161) TAX EXPENSE FOR THE YEAR 13,080 16,057 EFFECTIVE TAX RATE 27% 25% Notes to the consolidated ﬁnancial statements continued 133 Kainos Annual report 2025 Financial Statements 10. Dividends 2025 2024 (£000s) (£000s) AMOUNTS RECOGNISED AS DISTRIBUTIONS TO EQUITY HOLDERS IN THE PERIOD: Interim dividend for 2025 of 9.3p per share 11,721 – Final dividend for 2024 of 19.1p per share 24,027 – Interim dividend for 2024 of 8.2p per share – 10,287 Final dividend for 2023 of 16.1p per share – 20,135 35,748 30,422 The Board has proposed a final dividend in respect of the year ended 31 March 2025 subject to approval by shareholders at the AGM. This dividend has not been recognised as a liability in these financial statements and there are no tax consequences. The proposed final dividend, if approved by shareholders, will be 19.1p per share (£23.6 million in total) and payable on 24 October 2025 to all shareholders on the Register of Members on 3 October 2025, and with an ex-dividend date of 2 October 2025. 11. Earnings per share Basic The calculation of basic earnings per share (EPS) has been based on the following profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. 2025 2024 (£000s) (£000s) PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 35,560 48,715 Thousands Thousands Issued ordinary shares at 1 April 125,788 124,628 Effect of shares held in trust (882) (790) Effect of share options vested and exercised 418 711 Effect of shares issued related to a business combination 58 113 Effect of shares issued related to free share awards 122 109 Effect of share buyback programme (468) – Weighted average number of ordinary shares at 31 March 125,036 124,771 BASIC EARNINGS PER SHARE 28.4p 39.0p Kainos Annual report 2025 Financial Statements 134 11. Earnings per share continued Diluted The calculation of diluted EPS has been based on the following profit attributable to ordinary shareholders and weighted- average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. 2025 2024 (£000s) (£000s) PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 35,560 48,715 Thousands Thousands Weighted average number of ordinary shares (basic) 125,036 124,771 Effect of share options in issue 228 626 Effect of shares held in trust 882 790 Effect of potential shares to be issued related to a business combination – 138 Weighted average number of ordinary shares (diluted) at 31 March 126,146 126,325 DILUTED EARNINGS PER SHARE 28.2p 38.6p The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding. At 31 March 2025, 1,344,201 options (2024: 181,451) were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive. Adjusted (unaudited) Adjusted basic and adjusted diluted earnings per share is calculated using the adjusted profit for the year measure. The calculation of adjusted profit for the year is detailed in the ‘Financial Review’ section of the Strategic Report. 2025 2024 (£000s) (£000s) ADJUSTED PROFIT FOR THE YEAR 48,304 58,760 Thousands Thousands Weighted average number of ordinary shares for the purposes of basic earnings per share 125,036 124,771 Weighted average number of ordinary shares for the purposes of diluted earnings per share 126,146 126,325 ADJUSTED BASIC EARNINGS PER SHARE 38.6p 47.1p ADJUSTED DILUTED EARNINGS PER SHARE 38.3p 46.5p Notes to the consolidated ﬁnancial statements continued 135 Kainos Annual report 2025 Financial Statements 12. Intangible assets and goodwill Customer Goodwill Order backlog relationships Tot al (£000s) (£000s) (£000s) (£000s) COST At 1 April 2023 19,007 1,098 7,686 27,791 Exchange adjustments (720) (43) (79) (842) Acquisitions through business combinations (note 28) 19,916 677 4,892 25,485 At 31 March 2024 38,203 1,732 12,499 52,434 Exchange adjustments (890) (42) (287) (1,219) AT 31 MARCH 2025 37,313 1,690 12,212 51,215 AMORTISATION AND IMPAIRMENT At 1 April 2023 – 1,098 3,870 4,968 Charge for the year – 179 4,011 4,190 Exchange adjustments – (23) (112) (135) At 31 March 2024 – 1,254 7,769 9,023 Charge for the year – 231 605 836 Exchange adjustments – (28) (168) (196) AT 31 MARCH 2025 – 1,457 8,206 9,663 CARRYING AMOUNT AT 31 MARCH 2025 37,313 233 4,006 41,552 At 31 March 2024 38,203 478 4,730 43,411 Amortisation of customer relationships is calculated using the straight-line method over a period ranging from four to ten years (2024: two to ten years). Amortisation of order backlog is calculated using the straight-line method over a period of 33 months (2024: 10 to 33 months). Amortisation of acquired intangibles is included within operating expenses in the consolidated income statement. Impairment testing of goodwill The carrying amount of goodwill has been allocated to cash-generating units (CGU) as follows: 2025 2024 (£000s) (£000s) Kainos Workday Adaptive Practice 3,176 3,199 Workday Services Americas 6,457 6,649 Workday Services Europe 8,111 8,290 Workday Products 19,569 20,065 TOTAL 37,313 38,203 The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. For the purpose of impairment testing, goodwill is allocated to the CGU which represents the lowest level within the Group at which goodwill is monitored. The recoverable amount of the relevant CGU has been determined based on a value-in-use calculation using cash flows derived from financial projections covering a three-year period, with cash flows thereafter calculated using a terminal value methodology. The Group considers the three-year period to be appropriate as it aligns with the period underpinned by financial budgets and forecasts for the Group. Kainos Annual report 2025 Financial Statements 136 12. Intangible assets and goodwill continued Key assumptions The pre-tax discount rates used in the calculations were as follows: 2025 2024 (£000s) (£000s) Workday Adaptive Practice 11-12% 12-13% Workday Services Americas 11-12% 12-13% Workday Services Europe 12-13% 13-14% Workday Products 10-11% 11-12% Discount rates represent the Group’s pre-tax discount rate adjusted for the risk profiles of the individual CGUs. Long-term growth rates of net operating cash flows are reflective of long-term growth rates in the regions in which the CGU’s operations are primarily undertaken. The terminal value growth rates used in the calculations were as follows: 2025 2024 (£000s) (£000s) Workday Adaptive Practice 2% 2% Workday Services Americas 2% 2% Workday Services Europe 2% 2% Workday Products 2% 2% Projected cash flows are most sensitive to assumptions regarding future growth of the CGU and its profitability. The values applied to these key assumptions are derived from a combination of external and internal factors, based on past experience together with management’s future expectations about business performance. Summary of results The Group performed its annual test for impairment for all CGUs as at 31 March 2025. The recoverable amount significantly exceeded the carrying value for each CGU, accordingly no impairment charge has been recognised in the year (2024: no impairment). Sensitivity analysis The Group conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions. Management concluded that no reasonably possible change in any of the key assumptions would reduce the recoverable amount below its carrying value. Notes to the consolidated ﬁnancial statements continued 137 Kainos Annual report 2025 Financial Statements 13. Property, plant and equipment Property Property and under leasehold Office Fixtures construction improvements equipment and fittings Tot al (£000s) (£000s) (£000s) (£000s) (£000s) COST At 1 April 2023 3,858 1,053 8,606 1,479 14,996 Impact of foreign exchange – (89) 543 3 457 Additions 355 4,237 1,045 25 5,662 Disposals – – (28) – (28) At 31 March 2024 4,213 5,201 10,166 1,507 21,087 Impact of foreign exchange – (134) (31) (2) (167) Additions 878 52 883 1,556 3,369 Disposals – – (2,905) (35) (2,940) AT 31 MARCH 2025 5,091 5,119 8,113 3,026 21,349 ACCUMULATED DEPRECIATION At 1 April 2023 – 449 4,427 611 5,487 Impact of foreign exchange – (27) 479 5 457 Charge for the year – 826 1,818 242 2,886 Eliminated on disposals – – (28) – (28) At 31 March 2024 – 1,248 6,696 858 8,802 Impact of foreign exchange – (30) (8) (1) (39) Charge for the year – 1,145 1,874 362 3,381 Eliminated on disposals – – (2,905) (35) (2,940) AT 31 MARCH 2025 – 2,363 5,657 1,184 9,204 CARRYING AMOUNT AT 31 MARCH 2025 5,091 2,756 2,456 1,842 12,145 At 31 March 2024 4,213 3,953 3,470 649 12,285 Property under construction During the year ended 31 March 2020, the Group acquired a site for development of Kainos’ future Belfast headquarters at a purchase price of £7.4 million. Costs incurred since purchase relate to legal and professional fees and demolition works. During the year ended 31 March 2023, £5.2 million was transferred to investment property, reflecting the Group’s agreement to sell part of this site (note 14). Immediately before the transfer, the Group internally remeasured the relevant portion of the site to fair value with no gain or loss arising. The sale was completed during the year. Kainos Annual report 2025 Financial Statements 138 14. Investment property (£000s) At 1 April 2023 5,160 Increase in fair value 1,040 At 31 March 2024 6,200 Disposal (6,200) AT 31 MARCH 2025 – As described in note 13, during the year ended 31 March 2023, £5.2 million was transferred to investment property, reflecting the Group’s agreement to sell part of the site purchased in FY20 for the development of the Group’s future headquarters. The fair value of the property as at 31 March 2024 was based on an agreed contract for sale, discounted at the market rate of interest. The sale was subject to planning permission which was obtained during the year ended 31 March 2025 and the transaction completed. The fair value measurement of the investment property as at 31 March 2024 was categorised as level 3 fair value based on the input for the risk-adjusted discount rate applied, which is considered to be an unobservable input. The agreed sales price was also not market observable. The estimated fair value would increase (decrease) if the risk-adjusted discount was lower (higher). 15. Subsidiaries The subsidiary undertakings at 31 March 2025 are in the table below. All principally operate in their country of incorporation. Proportion of ordinary share Subsidiary undertakings Incorporated Registered office Principal activity capital held Kainos Software Limited Northern Ireland Kainos House, 4-6 Upper Crescent, Software 100% Belfast, BT7 1NT, Northern Ireland development Kainos Software Ireland Limited Republic of Ireland Glandore, Fitzwilliam Court, Suite 103, Software 100% Leeson Close, Dublin 2, D02 YW24, development Ireland Kainos Software Poland Poland 8th Floor, Tryton Business House, Software 100% Spólka z.o.o ul. Jana z Kolna 11, 80-864 Gdańsk, development Poland Kainos Poland Services Poland 8th Floor, Tryton Business House, Software 100% Spólka z.o.o ul. Jana z Kolna 11, 80-864 Gdańsk, services Poland Kainos Trustees Limited Northern Ireland Kainos House, 4-6 Upper Crescent, Share Scheme 100% Belfast, BT7 1NT, Northern Ireland Trustee Kainos Managers Limited Northern Ireland Kainos House, 4-6 Upper Crescent, Property 100% Belfast, BT7 1NT, Northern Ireland company Kainos Evolve Limited Northern Ireland Kainos House, 4-6 Upper Crescent, Software 100% Belfast, BT7 1NT, Northern Ireland development Kainos WorkSmart Limited Northern Ireland Kainos House, 4-6 Upper Crescent, Software 100% Belfast, BT7 1NT, Northern Ireland development Kainos WorkSmart Inc. US Suite 4300, 111 Monument Circle Software 100% Indianapolis Indiana 46204, USA development Kainos WorkSmart GmbH Germany 5th Floor, Hahnstraße 70 60528 Software 100% Frankfurt am Main Germany development Kainos WorkSmart ApS Denmark Office no. 280110080 Software 100% Harsdorffs Hus Office Club development Kongens Nytorv 5 1050 Copenhagen, Denmark Kainos Canada Inc. Canada 25 King Street West Software 100% Suite 2200, Commerce Court development North Toronto, Ontario M5L 2A1 Kainos WorkSmart SAS France 3-5 Rue Saint Georges TMF Software 100% Pole 75009, Paris, France development Notes to the consolidated ﬁnancial statements continued 139 Kainos Annual report 2025 Financial Statements Proportion of ordinary share Subsidiary undertakings Incorporated Registered office Principal activity capital held Kainos WorkSmart Oy Finland c/o TMF Finland Oy, Software 100% Erottajankatu 15-17, development 00130 Helsinki, Finland Formulate Kainos Limited England 2nd Floor, 21 Farringdon Road, Software 100% London, EC1M 3HA, England services Kainos Planning, LLC US Suite 4300, 111 Monument Circle Software 100% Indianapolis Indiana 46204 services USA KW Software Oy Finland c/o TMF Finland Oy, Software 100% Erottajankatu 15-17 services 00130, Helsinki, Finland Kainos AB Sweden c/o Baker & McKenzie Software 100% Advokatbyrå KB, Box 180, services 101 23 Stockholm, Sweden Kainos the Netherlands B.V. Netherlands Hogebrinkerweg 15 b, Software 100% 3871KM, Hoevelaken, Netherlands services Kainos Belgium BV Belgium 2160 Wommelgem Software 100% Nijverheidsstraat 70, Belgium services Kainos WorkSmart S.R.L. Romania Bucureşti Sectorul 4, Software 100% Calea Văcăreşti, services Nr. 391, Intrarea A, Etaj 3, Sector 4, Bucuresti, Romania Kainos AS Norway c/o Azets Insigt AS, Software 100% Drammensveien, 151, 0277 services Oslo, Norway Kainos OÜ Estonia Harju maakond, Tallinn, Software 100% Lasnamäe linnaosa, services Valukoja tn 8/1, 11415 Estonia Blackline Group, Inc. US 522 W Riverside Avenue, Software 100% Suite 4197, Spokane, services WA 99201, USA Kainos Argentina S.A.U. Argentina Av. del Libertador 498, 13th floor, Software 100% ‘South’, Buenos Aires, Argentina services Kainos (Philippines) Inc. Philippines 24/F AIA Tower, 8767 Paseo de Roxas Software 100% Avenue, Brgy. Bel-Air, Makati City, services NCR, Philippines 1226 RapidIT – Cloudbera, Inc. US Suite 4300, 111 Monument Circle Software 100% Indianapolis Indiana 46204 development USA Kainos cell, Mangrove Insurance Guernsey PO BOX 155, Mill Court, Insurance cell 100% Guernsey PCC Limited La Charroterie, St Peter Port, (redeemable GY1 4ET, Guernsey preference shares) Kainos Software Technologies India Plot No.1202 & 1215A, 3rd Floor, SL Software 100% Private Limited Jubilee, Rd Number 36, Jubilee Hills, development Hyderabad, Telangana 500033, India Kainos Australia Pty Limited Australia c/o Baker McKenzie, Software 100% 181 William Street, services Melbourne, Victoria 3000, Australia 15. Subsidiaries continued Kainos Annual report 2025 Financial Statements 140 16. Right-of-use assets Property Other Tot al (£000s) (£000s) (£000s) COST At 1 April 2023 2,837 87 2,924 Additions 5,124 – 5,124 Disposals (1,349) (87) (1,436) Exchange adjustments 1 – 1 At 31 March 2024 6,613 – 6,613 Additions 802 – 802 Exchange adjustments (59) – (59) AT 31 MARCH 2025 7,356 – 7,356 ACCUMULATED DEPRECIATION At 1 April 2023 1,596 67 1,663 Charge for the year 1,132 20 1,152 Elimination on disposal (1,349) (87) (1,436) Exchange adjustments 18 – 18 At 31 March 2024 1,397 – 1,397 Charge for the year 1,277 – 1,277 Exchange adjustments (36) – (36) AT 31 MARCH 2025 2,638 – 2,638 CARRYING AMOUNT AT 31 MARCH 2025 4,718 – 4,718 At 31 March 2024 5,216 – 5,216 The Group leases mainly property. The average lease term is 6.2 years (2024: 6.6 years). The Group has no commitments for leases not yet commenced at 31 March 2025 (2024: £0.3 million). The maturity analysis of lease liabilities is presented in note 20. Amounts recognised in proﬁt or loss 2025 2024 (£000s) (£000s) Depreciation expense on right-of-use assets 1,277 1,152 Interest expense on lease liabilities (note 7) 328 320 Expense relating to short-term and low value leases 374 726 Amounts recognised in statement of cash ﬂows 2025 2024 (£000s) (£000s) TOTAL CASH OUTFLOW FOR LEASES 1,823 1,512 At 31 March 2025, the Group is committed to £0.1 million (2024: £0.2 million) for short-term leases. Notes to the consolidated ﬁnancial statements continued 141 Kainos Annual report 2025 Financial Statements 17. Trade and other receivables 2025 2024 (£000s) (£000s) Trade receivables 31,481 35,368 Other receivables 7,039 6,464 38,520 41,832 Prepayments 7,553 4,268 Accrued income 22,673 33,225 68,746 79,325 The Group’s accrued income (contract asset) balance solely relates to revenue from contracts with customers. Movements in the accrued income balance were driven by transactions entered into by the Group within the normal course of business in the year. Trade receivables and accrued income are net of a loss allowance for impairment. Further information is disclosed in note 26. 18. Deferred tax Recognised deferred tax assets and liabilities. Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net 2025 2024 2025 2024 2025 2024 (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) Accelerated capital allowances – – (715) (1,176) (715) (1,176) Share-based payments – – (647) (530) (647) (530) Right-of-use assets 296 319 – – 296 319 Lease liability – – (228) (277) (228) (277) Short-term temporary differences 5,515 5,901 – – 5,515 5,901 Deferred tax on acquisitions – – (1,286) (1,461) (1,286) (1,461) TAX ASSETS/(LIABILITIES) BEFORE SET-OFF 5,811 6,220 (2,876) (3,444) 2,935 2,776 Set-off of tax (900) (1,073) 900 1,073 – – NET TAX ASSETS/(LIABILITIES) 4,911 5,147 (1,976) (2,371) 2,935 2,776 Kainos Annual report 2025 Financial Statements 142 18. Deferred tax continued Movement in deferred tax during the year Accelerated Short-term Deferred capital Share-based Right-of-use Lease temporary tax on allowances payment assets liability differences acquisitions Tot al (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) At 1 April 2023 (1,007) 479 – – 3,834 (203) 3,103 Foreign exchange differences – – – – ( 6 ) – ( 6 ) Adjustment for prior years (150) – – – 850 17 717 On recognition of lease – – 362 (362) – – – Acquired in business combination – – – – – (1,509) (1,509) Debit to retained earnings – (968) – – – – (968) (Debit)/credit to profit (19) (41) (43) 85 1,223 234 1,439 At 31 March 2024 (1,176) (530) 319 (277) 5,901 (1,461) 2,776 Foreign exchange differences – – – – (80) – (80) Adjustment for prior years (172) – – – (822) (19) (1,013) Debit to retained earnings – (25) – – – – (25) Credit/(debit) to profit 633 (92) (23) 49 515 195 1,277 AT 31 MARCH 2025 (715) (647) 296 (228) 5,514 (1,285) 2,935 Deferred tax assets have been recognised in respect of all temporary differences giving rise to deferred tax assets where the Directors believe it is probable that these assets will be recovered. 19. Cash and cash equivalents and treasury deposits 2025 2024 (£000s) (£000s) Cash at bank and in hand 29,288 38,593 Short-term deposits 99,000 82,965 CASH AND CASH EQUIVALENTS 128,288 121,558 TREASURY DEPOSITS 5,399 4,403 TOTAL CASH AND CASH EQUIVALENTS AND TREASURY DEPOSITS 133,687 125,961 Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective fixed short-term deposit rates. There is an insignificant risk to the change in value of the short-term deposits, as a result of the fixed interest deposit rates and the maturity dates being within three months of the date of deposit. Treasury deposits represent bank deposits with an original maturity of over three months and are held with a fixed rate of interest. £5.4 million (2024: £4.4 million) within treasury deposits relates to cash held in a PCC. The Group established the PCC for certain self-insurance purposes. To satisfy regulatory requirements, a minimum of £2.5 million must be retained in cash within the cell. The Group can access the funds with 95 days’ notice and has control over the investing decisions made. Further information regarding the PCC arrangements is detailed in note 26 (insurance risk management). Notes to the consolidated ﬁnancial statements continued 143 Kainos Annual report 2025 Financial Statements 20. Lease liabilities 2025 2024 (£000s) (£000s) Less than one year 1,529 1,317 One to five years 3,690 3,925 More than five years 1,314 1,837 6,533 7,079 Less: unearned interest (975) (1,181) 5,558 5,898 ANALYSED AS: Non-current 4,312 4,883 Current 1,246 1,015 The Group does not have a significant liquidity risk with regard to its lease liabilities. Reconciliation of movement of liabilities to cash ﬂows arising from ﬁnancing activities 2025 2024 (£000s) (£000s) At 1 April 5,898 1,379 New leases 802 5,124 Cash flow on principal (1,121) (466) Cash flow on interest (328) (320) Interest expense 328 320 Non-cash movement (21) (139) AT 31 MARCH 5,558 5,898 21. Trade and other payables 2025 2024 (£000s) (£000s) Trade payables and accruals 54,269 50,062 Deferred income 46,358 44,954 Current tax liabilities 2,526 7,069 Other tax and social security 11,452 10,135 114,605 112,220 Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, including payroll. No interest is typically charged on payables. The deferred income can arise in respect of support contracts billed quarterly or annually in advance and SaaS agreements which are billed annually in advance, with revenue being recognised for both over the contracted period. The period end deferred income balance will be recognised within 12 months. The Directors consider that the carrying amount of trade payables approximates to their fair value. Kainos Annual report 2025 Financial Statements 144 22. Provisions Other provisions are analysed as follows: 2025 2024 (£000s) (£000s) Restructuring provision 5,388 – Property-related provision 1,546 1,542 6,934 1,542 2025 2024 (£000s) (£000s) Current 5,388 – Non-current 1,546 1,542 6,934 1,542 Restructuring related Property related Tot al (£000s) (£000s) (£000s) At 1 April 2024 – 1,542 1,542 Additional provision in the year 8,411 4 8,415 Utilisation of provision (3,023) – (3,023) AT 31 MARCH 2025 5,388 1,546 6,934 Property-related provision The property-related provision represents management’s best estimate of the Group’s liability for future contractual repair works at the end of the lease period recognised at the commencement of the lease. The relevant properties have lease end dates ranging from April 2026 to October 2033. Insurance As described in note 26 (insurance risk management), the Group has established a PCC for certain self-insurance purposes. A provision is recognised only when a loss occurs, and only for obligations incurred. As at 31 March 2025 the Group has not received any claims and no provision has therefore been recognised (2024: none), nor is the Group aware of any self-insured events having taken place before the reporting date. Restructuring The restructuring provision comprises redundancy and severance costs incurred in the delivery of cost reduction measures. Total restructuring costs incurred in FY25 were £8.4 million, of which £3.0 million was settled in the year. The provision is expected to be fully utilised in FY26. Notes to the consolidated ﬁnancial statements continued 145 Kainos Annual report 2025 Financial Statements 23. Share capital and reserves Share capital 2025 2024 (£000s) (£000s) ISSUED AND FULLY PAID: ORDINARY SHARES Opening balance 629 623 Issued during the year 3 6 Shares cancelled (14) – TOTAL SHARE CAPITAL 618 629 The Company has one class of ordinary share which carries no right to fixed income. The Company’s Articles of Association do not specify any limit on the total authorised share capital of the Company. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. At 31 March 2025, the Company had 123,619,893 issued ordinary shares (2024: 125,787,715) with a nominal value of £0.005 each. Shares issued During the year the Group issued 383,953 shares due to the exercise of vested options and the award of shares under the UK SIP and ROI Restricted share schemes (2024: 944,547). The exercise price of options exercised during the year ranged from £0.005 per share to £9.92 per share (2024: from £0.005 per share to £7.35 per share). The Group also issued 183,884 (2024: 214,992) ordinary shares in the period relating to post-acquisition remuneration. Shares purchased for cancellation On 11 November 2024, the Group announced a share buyback programme up to a maximum value of £30.0 million to be completed at the earlier of (i) the date on which the maximum value has been reached and (ii) 11 May 2025. The sole purpose of the programme is to reduce the share capital of the Company, with all shares to be subsequently cancelled. The table below presents the reconciliation of own shares purchased for cancellation between the consolidated statement of changes in equity and the consolidated statement of cash flows: 2025 2024 (£000s) (£000s) Own shares purchased for cancellation INCLUDED IN THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ab (22,785) – Outstanding amount recognised as financial liabilities c 233 – INCLUDED IN THE CONSOLIDATED STATEMENT OF CASH FLOWS d (22,552) – (a) 2,938,838 (2024: nil) ordinary shares were purchased, representing approximately 2.4% of the called-up share capital as at 31 March 2025 (2024: £Nil). This includes 203,179 ordinary shares purchased but not cancelled as at 31 March 2025. Under the share buyback programme, total consideration of £22.8 million (2024: £Nil), including expenses of £0.2 million (2024: £Nil), was incurred and recognised in the shares held to be cancelled reserve. (b) During the financial year, the aggregate nominal value of shares cancelled and transferred to the capital redemption reserve was £14.0 thousand (2024: £Nil). (c) Consideration payable for shares purchased as at 31 March 2025, not yet settled, included in trade and other payables. (d) 2,904,060 (2024: nil) ordinary shares purchased at an average price of £7.71 per share. Details of shares bought back since 31 March 2025 are included in note 30. Shares held to be cancelled As at 31 March 2025, the Group held 203,179 ordinary shares (2024: £Nil) purchased but not cancelled as part of the share buyback programme at a cost of £1.4 million (2024: £Nil). Other reserves Capital redemption reserve Merger reserve Total other (£000s) (£000s) (£000s) At 31 March 2023 and 31 March 2024 – 3,548 3,548 Shares cancelled 14 – 14 BALANCE AT 31 MARCH 2025 14 3,548 3,562 Kainos Annual report 2025 Financial Statements 146 23. Share capital and reserves continued Nature and purpose of reserves Share-based payment reserve The share option reserve comprises the charge for share options and equity-settled compensation for post-combination services. Merger reserve The merger reserve arises from the capital reorganisation which occurred in 2015, together with the fair value of consideration given in excess of the nominal value of the ordinary shares issued on the acquisition of subsidiaries (interest of at least 90%) on share for share exchange, in accordance with requirements of Section 612 of the Companies Act 2006. Capital redemption reserve The capital redemption reserve relates to the legal reserve required to be maintained in respect of the nominal value of shares cancelled. Translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Shares held to be cancelled Shares purchased for cancellation as part of the share buyback programme. Shares purchased for cancellation are included in shares to be cancelled reserve until cancellation, at which point the consideration is transferred to retained earnings, and the nominal value of the shares is transferred from share capital to the capital redemption reserve. 24. Share-based payments Share-based payments The Group has the following equity-settled share-based payment arrangements: Kainos Group Performance Share Plan (PSP) Share options are granted to employees as determined by the Remuneration Committee and will only vest in accordance with the performance conditions established by the Committee. The options cannot generally be exercised within three years and have a maximum life of 10 years. The options will be settled by the issue of new shares and there are no cash settlement alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest. The specific performance conditions relating to the Group PSP are described in further detail as part of the Directors’ Remuneration Report. Company Share Option Plan (CSOP) Share options are granted to employees as determined by the Remuneration Committee. The CSOP is a sub-plan of the PSP and permits the Company to grant CSOP options which have tax advantages pursuant to the provisions of Schedule 4 to the Income Tax (Earnings & Pensions) Act 2003 (‘Schedule 4’). The options cannot be ordinarily exercised within three years and have a maximum life of 10 years. Exercise of the options will be settled by the issue of shares and there are no cash alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest. Save as you Earn (SAYE) Scheme The Group has an all-employee share plan open to UK employees. Employees who participate enter into a savings contract under which they agree to save between £5 and £150 per month (or such limit as may be permitted by the tax legislation governing SAYE schemes from time to time) for three years. Options cannot be ordinarily exercised within three years and must be exercised within six months of the end of the three-year period. Options ordinarily are forfeited if the employee leaves the Group before the options vest. There are no cash settlement alternatives. Republic of Ireland Share Option Scheme The Group has a share option scheme for employees of Kainos Software Ireland Limited. This scheme utilised the PSP Scheme to grant options to all eligible employees. Options cannot be ordinarily exercised within three years and must be exercised within six months of the end of the three-year period. The options will be settled by shares and there are no cash alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest. Notes to the consolidated ﬁnancial statements continued 147 Kainos Annual report 2025 Financial Statements 24. Share-based payments continued Share-based payments continued UK Share Incentive Plan (SIP) The Group has established a SIP for UK employees. Under this scheme all eligible employees are awarded a number of shares determined by length of service of each employee at a specified date for each respective grant. The shares are held in trust for each employee by Equiniti Share Plan Trustees Limited, which also administers the scheme. A minimum period of three years is ordinarily imposed before the employee can withdraw. There are no cash settlement alternatives. Republic of Ireland Restricted Share Scheme The Group introduced a Restricted Share Scheme for all eligible employees of Kainos Software Ireland Limited. Under this scheme all eligible employees were awarded a number of shares determined by length of service of each employee. A minimum period of five years and one week is ordinarily imposed before the employee can withdraw any free shares. The shares are held in trust for the employees until they vest. There are no cash settlement alternatives. Kainos Group plc Poland Share Plans In order to replicate the share-based awards available to staff in the UK and Ireland, the Group implemented the Kainos Group plc Poland Share Plan. The Remuneration Committee may grant Share Options or Conditional Share Awards (CSAs) to employees of the Group’s Polish subsidiary. Share options will not generally be exercisable within three years and have a maximum life of 3.5 years. CSAs may be granted for free or at a purchase price determined by the Remuneration Committee. CSAs will generally be subject to a minimum three-year vesting period. All options and awards will be satisfied out of newly issued shares and there are no cash settlement alternatives. Options and awards ordinarily are forfeited if the employee leaves the Group before vesting occurs. Kainos Group plc US Share Plans In order to replicate the share-based awards available to staff in the UK and Ireland, the Group implemented the US CSA which applies to US employees only. The Remuneration Committee may grant Share Options or CSAs to employees of the Group’s US subsidiaries. Share options will not generally be exercisable within three years and have a maximum life of 3.5 years. CSAs may be granted for free or at a purchase price determined by the Remuneration Committee. CSAs will generally be subject to a minimum three-year vesting period. All options and awards will be satisfied out of newly issued shares and there are no cash settlement alternatives. Options and awards ordinarily are forfeited if the employee leaves the Group before vesting occurs. Fair values and awards outstanding The fair value of shares awarded under the UK SIP scheme and the Republic of Ireland Restricted Share scheme is calculated using the closing share price on the award date. The total charge is adjusted for attrition and recognised on a straight-line basis over the three-year vesting period. For share awards under the PSP, SAYE, CSOP, Republic of Ireland (ROI), US and Poland share option schemes, the fair value has been measured using the Black-Scholes model. During the year, options were granted on 3 June 2024, 10 June 2024 and 12 November 2024 (2024: 23 June 2023, 17 November 2023 and 20 December 2023) under the PSP, SAYE, CSOP, ROI, US and Poland option schemes, and under the US and Poland CSA schemes. The aggregate of the estimated fair values of the options granted on those dates is £3.4 million (2024: £2.2 million). The following table lists the key inputs to the model used in the year of grant. In calculating the fair value, the expected life of the options is based on historical data. Similarly, expected volatility was determined by calculating the historical volatility of the Group’s share price over a period commensurate with the expected life of the option. Granted Granted during year during year to 31 March to 31 March PSP 2025 2024 Weighted average exercise price £0.01 £0.01 Fair value at grant date £8.79-£10.34 £7.64-£11.62 Share price at grant £11.76 £10.93-£12.73 Expected volatility 43% 47%-48% Expected life (years) 4.0 4.0-5.0 Risk-free interest rate 4.3% 3.5%-4.6% Expected dividends per annum 3.2% 2.2% Kainos Annual report 2025 Financial Statements 148 24. Share-based payments continued Fair values and awards outstanding continued Granted Granted during year during year to 31 March to 31 March CSOP 2025 2024 Weighted average exercise price £11.56 £13.14 Fair value £3.82 £4.43 Share price at grant £11.76 £12.73 Expected volatility 43% 47% Expected life (years) 4.6 4.0 Risk-free interest rate 4.3% 4.6% Expected dividends per annum 3.2% 2.2% Granted Granted during year during year to 31 March to 31 March Poland CSA and US CSA 2025 2024 Weighted average exercise price £0.01 £0.01 Fair value £7.90 £9.34 Share price at grant £8.77 £10.07 Expected volatility 43% 48% Expected life (years) 3.25 3.25 Risk-free interest rate 4.3% 4.1% Expected dividends per annum 3.2% 2.2% Granted Granted during year during year to 31 March to 31 March UK SAYE, ROI and Poland share options 2025 2024 Weighted average exercise price £9.39 – Fair value £4.21 – Share price at grant £11.78 – Expected volatility 43% – Expected life (years) 3.25 – Risk-free interest rate 4.3% – Expected dividends per annum 3.2% – Reconciliation of outstanding share options and share awards Number of share options 2024/2025 PSP UK SAYE CSOP US ROI Poland Tot al (000s) (000s) (000s) (000s) (000s) (000s) (000s) Outstanding at 31 March 2024 686 407 266 63 11 229 1,662 Granted during period 180 491 48 39 19 213 990 Exercised during the period (29) (2) (8) – – (24) (63) Forfeited during the period (73) (147) (22) (20) (4) (80) (346) OUTSTANDING AT 31 MARCH 2025 764 749 284 82 26 338 2,243 EXERCISABLE AT THE END OF THE YEAR 3 6 3 – 1 7 2 – – – 5 3 5 Notes to the consolidated ﬁnancial statements continued 149 Kainos Annual report 2025 Financial Statements 24. Share-based payments continued Reconciliation of outstanding share options and share awards continued Weighted average exercise price 2024/2025 PSP UK SAYE CSOP US ROI Poland £ £ £ £ £ £ Outstanding at 31 March 2024 0.005 9.91 7.41 0.005 9.92 4.68 Granted during period 0.005 9.39 11.56 0.005 9.39 7.13 Exercised during the period 0.005 8.54 6.04 – – 0.005 Forfeited during the period 0.005 9.70 12.04 – 9.49 6.07 OUTSTANDING AT 31 MARCH 2025 0.005 9.61 7.82 0.005 9.59 6.22 EXERCISABLE AT THE END OF THE YEAR 0.005 – 5.22 – – – Number of share options 2023/2024 PSP UK SAYE CSOP US ROI Poland Tot al (000s) (000s) (000s) (000s) (000s) (000s) (000s) Outstanding at 31 March 2023 645 779 291 42 22 379 2,158 Granted during period 142 – 44 42 – 54 282 Exercised during the period (98) (319) (68) – (7) (147) (639) Forfeited during the period (3) (53) (1) (21) (4) (57) (139) OUTSTANDING AT 31 MARCH 2024 686 407 266 63 11 229 1,662 EXERCISABLE AT THE END OF THE YEAR 3 6 0 1 1 5 7 – – – 5 1 8 Weighted average exercise price 2023/2024 PSP UK SAYE CSOP US ROI Poland £ £ £ £ £ £ Outstanding at 31 March 2023 0.005 8.36 5.43 0.005 8.36 5.17 Granted during period 0.005 – 13.14 0.005 – 0.005 Exercised during the period 0.005 6.20 2.97 – 6.20 4.27 Forfeited during the period 0.005 9.50 12.85 0.005 7.39 4.36 OUTSTANDING AT 31 MARCH 2024 0.005 9.91 7.41 0.005 9.92 4.68 EXERCISABLE AT THE END OF THE YEAR 0.005 – 3.87 – – – The weighted average share price at the date of exercise of share options exercised during the year was £9.59 (2024: £11.78). The options outstanding at 31 March 2025 had an exercise price in the range of £0.005 to £14.66 (2024: £0.005 to £14.66) and a weighted average contractual life of 6.54 years (2024: 4.67 years). Restricted shares 2024/2025 UK SIP ROI Tot al (000s) (000s) (000s) Outstanding at 31 March 2024 1,716 23 1,739 Granted during period 373 7 380 Released during the period (55) (6) (61) Forfeited during the period (168) (3) (171) OUTSTANDING AT 31 MARCH 2025 1,866 21 1,887 Kainos Annual report 2025 Financial Statements 150 24. Share-based payments continued Reconciliation of outstanding share options and share awards continued Restricted shares 2023/2024 UK SIP ROI Tot al (000s) (000s) (000s) Outstanding at 31 March 2023 1,535 24 1,559 Granted during period 357 6 363 Released during the period (133) (6) (139) Forfeited during the period (43) (1) (44) OUTSTANDING AT 31 MARCH 2024 1,716 23 1,739 Cash-settled share-based payment arrangements The fair value of the amount payable to employees in respect of share options, which are settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. Based on share price information, the liability is remeasured at each reporting date and at the settlement date. 2025 2024 (£000s) (£000s) At 1 April 296 296 Granted during period 312 53 Released during the period (31) (26) Forfeited during the period (85) (27) AT 31 MARCH 2025 492 296 During FY25, the fair value of awards on the award date was £3.2 million (2024: £0.5 million). At 31 March 2025, the total liability (inclusive of social security costs) recognised for all cash-settled awards outstanding was £0.4 million (2024: £0.6 million). A further accrual of £0.6 million (2024: £0.8 million) has been recognised for social security costs in respect of PSP and unapproved share-option schemes. Expense recognised in the proﬁt or loss The Group recognised a total expense of £5.9 million related to share-based payment transactions during the year (2024: £7.4 million). £5.7 million (2024: £7.8 million) has been recognised as an employee benefit expense in the share-based payment reserve. Overall a charge of £0.2 million (2024: credit of £0.4 million) has been recognised relating to cash-settled share-based payment arrangements and social security contributions associated with equity-settled share-based payment arrangements. Compensation for post-combination services The prior year charge of £7.4 million included £1.5 million related to compensation for post-combination remuneration. In connection with the Group’s acquisitions there were contingent consideration arrangements in place, which were subject to future service conditions being met and were settled through the allotment of shares. This equity-settled share-based payment expense was recognised over the service periods based on the grant date fair value. There is no equivalent charge for FY25. 25. Pensions The Group operates two defined contribution retirement benefit schemes. The assets of the schemes are held separately from those of the Group in independently administered funds under the control of trustees. The total cost charged to the income statement of £9.4 million (2024: £9.3 million) represents contributions payable to these funds by the Group at rates specified in the rules of the schemes. As at 31 March 2025, contributions of £0.2 million (2024: £0.1 million) were payable to the funds and are included in trade creditors and accruals. Notes to the consolidated ﬁnancial statements continued 151 Kainos Annual report 2025 Financial Statements 26. Financial instruments Accounting classiﬁcations and fair values The following table shows the carrying amounts and fair values of financial assets and liabilities. The carrying amount of all financial assets and liabilities not measured at fair value are considered to be a reasonable approximation of fair value. Financial assets at Other amortised financial FVPL cost liabilities Tot al Fair value 31 MARCH 2025 (£000s) (£000s) (£000s) (£000s) (£000s) Level FINANCIAL ASSETS MEASURED AT FAIR VALUE: Investments in equity instruments 1,299 – – 1,299 1,299 3 FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE: Trade and other receivables – 38,520 – 38,520 – – Cash and cash equivalents – 128,288 – 128,288 – – Treasury deposits – 5,399 – 5,399 – – FINANCIAL LIABILITIES MEASURED AT FAIR VALUE: Cash settled share-based payments and share-based social security costs 1,014 – – 1,014 1,014 1 FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE: Trade payables – – 4,843 4,843 – – Other tax and social security – – 11,452 11,452 – – Financial assets at Other amortised financial FVPL cost liabilities Tot al Fair value 31 MARCH 2024 (£000s) (£000s) (£000s) (£000s) (£000s) Level FINANCIAL ASSETS MEASURED AT FAIR VALUE: Investments in equity instruments 1,299 – – 1,299 1,299 3 FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE: Trade and other receivables – 41,832 – 41,832 – – Cash and cash equivalents – 121,558 – 121,558 – – Treasury deposits – 4,403 – 4,403 – – FINANCIAL LIABILITIES MEASURED AT FAIR VALUE: Cash settled share-based payments and share-based social security costs 1,421 – – 1,421 1,421 1 FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE: Trade payables – – 1,565 1,565 – – Other tax and social security – – 10,135 10,135 – – Kainos Annual report 2025 Financial Statements 152 26. Financial instruments continued Measurement of Level 3 fair values Investment in equity instruments The Group continues to hold an investment in equity instruments in an unlisted company. The fair value of the investment is considered to be consistent with initial cost as there has been no material change in the underlying business and its environment since initial investment. Financial risk management objectives The Group’s Corporate Treasury function provides services to the business, manages and forecasts cash balances on each bank account held and researches available facilities and reports to the CFO on the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the CFO and the Finance function on a continuous basis. The Finance function provides updates to the Audit Committee so it can monitor risk and policies implemented to mitigate risk exposures. Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. This risk is measured through the Group’s budgeting and cash flow forecasting processes, which identify net foreign currency exposures in Polish Złoty, Euro and US Dollars. The Finance function quantifies and suggests risk mitigation measures to manage the risk in accordance with Group policies and obtains CFO approval for implementation of these risk mitigation procedures. There has been no change to the nature of market risk which the Group was exposed to during the year. Foreign currency risk management The Group considers currency risk to relate to the sales and purchases made by Group subsidiaries in a currency other than their functional currency, resulting in foreign currency trade receivables and trade payables balances. The table below details this exposure: Liabilities Assets 2025 2024 2025 2024 (£000s) (£000s) (£000s) (£000s) Polish Złoty – 85 728 209 Euro 326 5,463 1,109 7,947 US Dollar 1,945 4,553 2,879 2,936 Canadian Dollar – 4 23 3,791 Sterling 4,179 – 4,261 438 Foreign currency sensitivity analysis The following exchanges rates were applied at the reporting date. 2025 2024 Polish Złoty 5.000 5.038 Euro 1.196 1.170 US Dollar 1.295 1.263 Canadian Dollar 1.856 1.710 Notes to the consolidated ﬁnancial statements continued 153 Kainos Annual report 2025 Financial Statements 26. Financial instruments continued Market risk continued A 1% weakening of the following currencies against the Pound Sterling at 31 March 2025 would have increased (decreased) equity and profit or loss by the amounts shown below: 2025 2024 (£000s) (£000s) Polish Złoty (7) (1) Euro (8) (25) US Dollar (9) 16 Canadian Dollar – (37) Forward foreign exchange contracts The Group may enter into forward foreign exchange contracts to manage the risk associated with anticipated costs for a period up to 12 months. There were no forward contracts entered into during the year and there are no outstanding forward contracts at 31 March 2025 (2024: nil). The Group does not currently hedge expected future revenue denominated in Euro or US Dollars. The Finance function minimises exposure to currency risk by converting surplus foreign currency balances into Pounds Sterling on a regular basis while ensuring the balance remaining in foreign currency is sufficient to meet working capital requirements. Interest rate risk management The Group has no borrowings and therefore the exposure to interest rate risk is limited to the rates received as interest income on cash deposits. Bank deposit interest income amounted to £6.4 million during the year ended 31 March 2025 (2024: £4.3 million). The following table details the Group’s sensitivity to a 1% increase in interest rates received on cash deposits. The sensitivity analysis includes only short-term and treasury deposits where the Group receives a fixed rate of interest, and adjusts the interest income received for a 1% change in interest rates. A positive number below indicates an increase in profit and other equity. For a 1% decrease in interest rates, there would be a comparable impact on the profit and other equity and the balances would be opposite: Interest rate impact 2025 2024 (£000s) (£000s) 1% increase in interest rates 1,337 874 Credit risk management Trade receivables and accrued income Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise credit risk, the Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from default. The concentration of credit risk is limited due to the customer base consisting largely of public sector bodies, state agencies and blue-chip corporates. The Group uses publicly available financial information and its own trading records to rate its major customers. The typical credit period extended to customers is 30 days. Generally, no interest is charged on outstanding trade receivables. The maximum exposure on trade receivables and accrued income, as at the reporting date, is their carrying value. Credit approvals and other monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue debts on an ongoing basis. Furthermore, the Group reviews the recoverable amount of each trade debt and accrued income balance on an individual basis at the end of the reporting period to ensure that an adequate loss allowance is made for irrecoverable amounts. Kainos Annual report 2025 Financial Statements 154 26. Financial instruments continued Credit risk management continued Trade receivables and accrued income continued ECLs are measured using a provisioning matrix, applying a simplified approach based on the Group’s historical experience and informed credit assessment, and adjusted, when required, to take into account current macroeconomic factors. The Group also considered the potential impact of climate-related risks and global political uncertainty and determined there is no significant credit risk relating to these factors. For certain significant customers the Group applies credit judgement that is determined to be predictive of the risk of ECL, taking into account external ratings, financial statements and other available information before applying a provision matrix to the residual population. Accrued income relates to contractual revenue recognised not yet invoiced and is assessed for recoverability at the reporting date. At 31 March 2025, accrued income was £22.7 million (2024: £33.2 million). The following table provides information about the exposure to credit risk and ECLs. Expected Gross carrying Loss loss rate amount allowance 31 MARCH 2025 % (£000s) (£000s) Not past due 2 48,495 776 Past due 1-90 days 2 6,423 142 Past due 91 + days 62 405 251 BALANCE AT 31 MARCH 2025 55,323 1,169 Expected Gross carrying Loss loss rate amount allowance 31 MARCH 2024 % (£000s) (£000s) Accrued income <1 33,962 137 Not past due 3 26,391 890 Past due 1-90 days 2 8,796 176 Past due 91 + days 52 1,352 705 BALANCE AT 31 MARCH 2024 70,501 1,908 The movement in the allowance for impairment during the year was as follows: 2025 2024 (£000s) (£000s) BALANCE AT THE BEGINNING OF THE PERIOD 1,908 1,621 Remeasurement of loss allowance (500) 499 Amounts recovered during the year (178) (212) Amounts written off (61) – BALANCE AT THE END OF THE PERIOD 1,169 1,908 Notes to the consolidated ﬁnancial statements continued 155 Kainos Annual report 2025 Financial Statements 26. Financial instruments continued Credit risk management continued Trade receivable and accrued income concentration risk The Group has evaluated the concentration of risk with respect to its trade receivables and accrued income balance and considers it to be low. No single customer represents more than 10% of the accrued income and trade receivables balances at 31 March 2025. At 31 March 2024, one customer represented more than 10% of the trade receivables and accrued income balances. The table below presents the combined trade receivables and accrued income balances by geographic region at 31 March: 2025 2024 (£000s) (£000s) United Kingdom & Ireland 31,925 32,612 Americas 17,385 25,034 Central Europe 4,418 10,483 Rest of world 426 464 54,154 68,593 Cash and cash equivalents The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. As at 31 March 2025, over 99% of the Group’s funds were held in counterparty banks with ratings of ‘BBB’ and above (2024: ‘BBB’ or above), as assessed by Fitch or Moody’s. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the CFO in line with Group policies. The ECL in respect of cash and cash equivalents has been assessed as not material. Insurance risk management The Group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the Group retains insurable risk where external insurance is not considered an economic means of mitigating these risks. The Group has entered into arrangements to insure through a PCC for professional indemnity, cyber and employment practices liability insurance (£16.0 million of self-insurance cover). The PCC arrangements impact a number of disclosures within these consolidated financial statements: • Note 3 – Accounting policy (insurance). • Note 15 – Insurance cell recorded as a subsidiary. • Note 19 – Treasury deposits held within the cell. • Note 22 – Accounting for loss in the event of a claim. To satisfy regulatory PCC capital requirements, a minimum £2.5 million (2024: £2.5 million) must be retained in cash within the cell. As at 31 March 2025 the Group has not recognised a provision as no events of loss have occurred (2024: none). Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group’s short-, medium- and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Cash and cash equivalents comprise cash and short-term bank deposits. The interest rates obtained on the Group’s bank deposits during the year attracted interest rates ranging between 0.00% and 5.4% per annum. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position. Kainos Annual report 2025 Financial Statements 156 26. Financial instruments continued Liquidity risk management continued The Group expects to meet its obligations from existing cash balances and future operating cash flows. The Group has a strong period end cash and treasury deposit balance of £133.7 million (2024: £126.0 million) and no borrowings. The Group does not anticipate requiring additional credit facilities to manage liquidity. Note 20 details the contractual maturity analysis for lease liabilities. There is no difference between the carrying value of trade creditors and accruals and the contractual cash flows in relation to these amounts. The financial liabilities of the Group, with the exception of lease liabilities (note 20), will be settled within 12 months of the financial year-end. Capital risk management The Group manages its capital to ensure that all Group entities will be able to continue as going concerns while maximising the return to shareholders. The capital structure of the Group consists of Company equity only (comprising issued capital, reserves and retained earnings). The Group is not subject to any externally imposed capital requirements and has no borrowings. Where there is surplus cash over and above that needed to fund organic and inorganic growth, the Board will consider additional one-off returns of capital to shareholders. After applying the Board’s capital allocation framework, the Group announced share buyback programmes on 11 November (note 23) and 19 May 2025 (note 30). The Board will continue to keep its capital allocation policy and further distributions to shareholders under review, with consideration of other potential uses of capital that may drive value for shareholders over the medium-term. 27. Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Parent and ultimate controlling party There is no one party which is the ultimate controlling party of the Group and Company. Remuneration of key management personnel The remuneration of the Executive and Non-Executive Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS24 Related Party Disclosures. 2025 2024 (£000s) (£000s) Short-term employee benefits (emoluments) 1,080 1,204 Post-employment benefits (pension contributions) 6 9 Gains on exercise of share options – 9 Share-based payments charge 149 163 1,235 1,385 Pension One Director was a member of the Group’s defined contribution pension schemes (2024: one). Two Directors received additional salary in lieu of pension contributions during the year. Share options No Directors exercised options over shares in the Group (2024: three). Highest paid Director Remuneration of the highest paid Director was £0.5 million (2024: £0.5 million), including pension contributions of £Nil (2024: £Nil). The highest paid Director exercised no options during the year (2024: 580 SAYE options, resulting in gain of £2.0 thousand). Further information about the remuneration of individual Directors is provided in the Directors’ Remuneration Report. Notes to the consolidated ﬁnancial statements continued 157 Kainos Annual report 2025 Financial Statements 27. Related party transactions continued Aggregate Executive Directors’ remuneration 2025 2024 (£000s) (£000s) Short-term employee benefits (emoluments) 766 912 Gains on exercise of share options – 9 Share-based payments charge 149 163 915 1,084 28. Acquisitions Year ended 31 March 2025 The Group did not make any acquisitions during the year ended 31 March 2025. Year ended 31 March 2024 On 30 June 2023, the Group acquired 100% of the share capital of US-based RapidIT-Cloudbera, Inc. (‘RapidIT-Cloudbera’). Established in 2017, RapidIT-Cloudbera is the creator of Genie, a Workday-focused automated testing product which has the ability to rapidly auto-generate test cases, allowing customers to quickly launch their automated testing efforts. Genie is used by over 100 organisations to streamline their testing activity. The skills and knowledge of the RapidIT-Cloudbera team will allow us to accelerate our product development, increasing the functionality of our market-leading automated testing product, Smart Test, and enable us to quickly bring new products to the market. From 30 June 2023 to 31 March 2024, RapidIT-Cloudbera contributed revenue of £2.2 million and no profit or loss for the period. If the acquisition had occurred on 1 April 2023, management estimates that consolidated revenue for the year ended 31 March 2024 would have been £383.1 million and consolidated profit for the period would have been £48.6 million. The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date. Fair value (£000s) Cash and cash equivalents 340 Trade and other receivables 281 Intangible assets 5,569 Deferred tax liability (1,509) Trade and other payables (1,349) FAIR VALUE OF NET IDENTIFIABLE ASSETS 3,332 Goodwill 19,916 TOTAL CONSIDERATION 23,248 SATISFIED BY: (£000s) Cash 23,248 TOTAL CONSIDERATION 23,248 (£000s) Cash consideration 23,248 Less cash and equivalents acquired (340) NET CASH OUTFLOW 22,908 Kainos Annual report 2025 Financial Statements 158 Notes to the consolidated ﬁnancial statements continued 28. Acquisitions continued Year ended 31 March 2024 continued Goodwill Goodwill has arisen on the acquisition and reflects the future economic benefits arising from assets that are not capable of being identified individually and recognised as separate assets. The goodwill reflects the skilled and assembled workforce of the acquired entity and the anticipated profitability and synergistic benefits arising from the combination for the Workday Products division. None of the goodwill recognised is expected to be deductible for tax purposes. Acquisition-related costs During the year ended 31 March 2024, the Group incurred acquisition-related costs of £0.4 million on legal and due diligence costs. These costs have been included in operating expenses. Deferred consideration Compensation for post-combination remuneration In respect of all acquisitions of the Group, additional compensation for post-combination services of up to £1.9 million (2024: £3.3 million) will be payable in future periods to March 2026, subject to future service conditions being met. Amounts relating to compensation for post-combination services are recognised as an expense over the service period. During the year, a charge of £0.9 million (2024: £3.8 million) has been recognised for compensation for post-combination services in operating expenses. The prior year charge included £1.5 million related to share-based payment arrangements and was credited to equity. Deferred consideration In connection with a previous acquisition, a final settlement payment of £0.9 million was incurred during the year. This amount has been recognised in operating expenses. 29. Contractual commitments During FY25, the Group entered into a strategic partnership agreement with Workday, Inc. under which the Group is committed to incurring a total minimum expenditure of £23.6 million over three years. £16.7 million remains committed as at 31 March 2025. £2.0 million of capital commitments exist at 31 March 2025 (2024: £0.1 million) relating to the property under construction. 30. Subsequent events The Company bought back, for cancellation, 1,054,544 ordinary shares at a cost of £7.4 million between 1 April 2025 and 9 May 2025. Furthermore, on 19 May 2025, the Board of Directors approved the commencement of a £30 million share buyback programme to be executed over a period of six months. The sole purpose of the programme is to reduce the Company’s share capital, and any shares purchased for this purpose will be cancelled. There have been no other material events subsequent to year end that would require adjustment or disclosure in these consolidated financial statements. 159 Kainos Annual report 2025 Financial Statements COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025 Note 2025 (£000s) 2024 (£000s) NON-CURRENT ASSETS Investments in subsidiaries 4 9,025 9,025 Receivables 5 11,043 11,216 20,068 20,241 CURRENT ASSETS Receivables 5 5,136 2,849 Prepayments 967 842 Cash at bank and in hand 99,246 83,239 105,349 86,930 Payables: Amounts falling due within one year 6 (16,159) (14,987) NET CURRENT ASSETS 89,190 71,943 TOTAL ASSETS LESS CURRENT LIABILITIES 109,258 92,184 NET ASSETS 109,258 92,184 CAPITAL AND RESERVES Share capital 7 618 629 Share premium account 9,481 9,419 Share-based payments reserve 36,907 31,228 Other reserves 8,834 8,820 Shares held to be cancelled (1,431) – Retained earnings 54,849 42,088 SHAREHOLDERS’ FUNDS 109,258 92,184 As permitted by Section 408 of the Companies Act 2006, the parent Company has elected not to present its own profit and loss account for the year. The parent Company reported a profit for the year of £69.9 million (2024: £39.1 million). The financial statements of Kainos Group plc (registered number 09579188) were approved by the Board of Directors and authorised for issue on 16 May 2025. They were signed on its behalf by: Richard McCann Director 16 May 2025 Kainos Annual report 2025 Financial Statements 160 Share capital (£000s) Shares held to be cancelled (21) (£000s) Share premium account (£000s) Share-based payments (£000s) Other reserves (£000s) Retained earnings (£000s) Tot al equity (£000s) BALANCE AT 31 MARCH 2023 623 – 6,567 23,394 8,820 33,547 72,951 Profit and total comprehensive income – – – – – 39,057 39,057 Issue of share capital – share options exercised 6 – 2,852 – – – 2,858 Equity-settled share-based payments – – – 7,834 – – 7,834 Deferred tax for equity-settled share-based payments – – – – – (94) (94) Dividends – – – – – (30,422) (30,422) BALANCE AT 31 MARCH 2024 629 – 9,419 31,228 8,820 42,088 92,184 Profit and total comprehensive income – – – – – 69,888 69,888 Issue of share capital – share options exercised 3 – 62 – – – 65 Equity-settled share-based payments – – – 5,679 – – 5,679 Deferred tax for equity-settled share-based payments – – – – – (25) (25) Share buyback programme – (22,785) – – – – (22,785) Shares cancelled (14) 21,354 – – 14 (21,354) – Dividends – – – – – (35,748) (35,748) BALANCE AT 31 MARCH 2025 618 (1,431) 9,481 36,907 (22) 8,834 54,849 109,258 COMPANY STATEMENT OF CHANGES IN EQUITY (21) Shares purchased as part of the share buyback programme due to be cancelled. (22) £25.4 million relates to exercised or lapsed options or fully vested free shares and is considered distributable. 161 Kainos Annual report 2025 Financial Statements 1. General information Kainos Group plc (‘the Company’) is a public company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales (company registration number 09579188), having its registered office at 21 Farringdon Road, 2nd Floor, London EC1M 3HA. 2. Signiﬁcant accounting policies These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS101’). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (‘Adopted IFRSs’) but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS101 disclosure exemptions has been taken. In these financial statements, the Company has applied the exemptions available under FRS101 in respect of the following disclosures: • cash ﬂow statement and certain related disclosures; • certain disclosures regarding revenue; • certain disclosures regarding leases; • comparative period reconciliations for number of shares outstanding; • disclosures in respect of transactions with wholly owned subsidiaries; • disclosures in respect of capital management; • the effects of new but not yet effective IFRSs; and • disclosures in respect of the compensation of key management personnel. As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS101 available in respect of the following disclosures: • IFRS2 Share-based payments in respect of Group settled share-based payments • Certain disclosures required by IFRS13 Fair Value Measurement, and the disclosures required by IFRS7 Financial Instrument Disclosures. The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the same as those set out in note 3 to the consolidated financial statements, including the following policies applicable to the Company. Investments in subsidiaries Investments in subsidiaries are stated at cost and, where appropriate, less allowances for impairment. Share-based payments Where the Company has granted rights to its equity instruments to employees of other Group companies, such arrangements are accounted for as equity-settled share-based payment arrangements. The share-based payment expense relating to employees of other Group companies is recharged to these companies. Accounting judgements and key sources of estimation uncertainty The Directors have identified no key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Furthermore, no individual judgements have been made that have a significant impact on the Company financial statements. NOTES TO THE COMPANY FINANCIAL STATEMENTS Kainos Annual report 2025 Financial Statements 162 Notes to the Company ﬁnancial statements continued 3. Proﬁt for the year Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account. The parent Company reported a profit for the year of £69.9 million (2024: £39.1 million). The auditor’s remuneration for audit and other services is disclosed in note 6 to the consolidated financial statements. The average number of employees (including Executive Directors) was two (2024: two). 2025 (£000s) 2024 (£000s) Wages and salaries 611 778 Social security costs 87 108 Other pension costs 25 26 Share-based payments 149 125 872 1,037 Pension amounts for employees are payments in lieu of pension. Further information about share-based payments is provided in note 24 to the consolidated financial statements. 4. Investments in subsidiaries COST AND CARRYING AMOUNT (£000s) ON 1 APRIL 2024 AND 31 MARCH 2025 9,025 Details of the Group’s subsidiaries at 31 March 2025 are included in note 15 of the consolidated financial statements. 5. Receivables 2025 (£000s) 2024 (£000s) AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR: Amounts owed from Group undertakings 10,981 11,099 Deferred tax asset 62 117 11,043 11,216 AMOUNTS FALLING DUE WITHIN ONE YEAR: Amounts owed from Group undertakings 5,022 2,817 Tax receivable – 32 Other receivables 114 – 5,136 2,849 The deferred tax asset relates to share-based payments. Amounts owed from other Group companies are unsecured and carry interest of between 3%-5% per annum charged on the average outstanding loan balances. Management has assessed that the ECL on such balances is insignificant and, on this basis, have not provided for an ECL on this balance. 163 Kainos Annual report 2025 Financial Statements 6. Payables: Amounts falling due within one year 2025 (£000s) 2024 (£000s) Trade creditors and accruals 1,184 1,178 Amounts owed to Group undertakings 14,824 13,770 Tax payable 115 – Other tax and social security 36 39 16,159 14,987 Amounts owed to other Group companies are repayable on demand, unsecured and carry interest of between 3%-5% per annum charged on the average outstanding loan balances. 7. Share capital and reserves Information on share capital and reserves and movements during the year is included in note 23 of the consolidated financial statements. 8. Distributable reserves The Company’s distributable reserves as at 31 March 2025 total £80.2 million (2024: £63.8 million). 9. Commitments As at 31 March 2025 the Company has no commitments (2024: none). Kainos Annual report 2025 Financial Statements 164 Deﬁnition of terms We use the following definitions for our key metrics: Active customer: a customer who has signed a contract with us within the last three months or has generated revenue in the last six months. Adjusted EBITDA: adjusted pre-tax profit excluding interest, tax, depreciation of property, plant and equipment, and right-of-use assets, and amortisation of intangible assets. Adjusted earnings per share (basis and diluted): adjusted profit after tax divided by the weighted average number of ordinary shares outstanding (basic) or weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares (diluted). Adjusted pre-tax profit: profit before tax excluding the effect of share-based payments expense, acquisition-related expenses including amortisation of acquired intangible assets, deferred consideration (including post combination remuneration expense) and restructuring costs incurred. Our adjusted results in the prior period also exclude one-off gains recognised on sale of property, plant and equipment, and changes in fair value of our investment property. Adjusted profit margin: adjusted profit as a percentage of revenue for the period. Annual recurring revenue (ARR): the total of the annualised committed subscription value contracted at the end of the reporting period. Bookings: the total value of sales contracted during the period. Carbon net zero: any CO2 released into the atmosphere from a company’s entire value chain is reduced as much as possible and the rest is removed. Carbon neutral: any CO2 released into the atmosphere from a company’s entire value chain activities is balanced by an equivalent amount being removed. Cash conversion: cash generated from operating activities as a percentage of adjusted EBITDA. Constant currency (ccy): excludes the effect of foreign currency exchange rate fluctuations on period-on-period performance by translating the relevant prior period figure at current period average exchange rates. Contracted backlog: the value of contracted revenue that has yet to be recognised. Compound annual growth rate (CAGR): annual growth rate over a specified period of time. Existing customer revenue: total revenue recognised from customers in the current period who were also customers in the preceding year. International revenue: total revenue derived from locations outside of UK and Ireland. Net promoter score (NPS): a metric that organisations use to measure customer loyalty toward their brand, product or service, which can range from -100 to +100. Bain & Co, the creators of the metric, held that a score above 0 is good; 20+ is favourable; 50+ is excellent and 80+ is world-class. Net revenue retention (NRR): a metric that measures the percentage of revenue retained from existing customers over a period of 12 months, including upsells, downgrades, and churn. Organic revenue: our revenue excluding revenue from acquisitions completed in the current and comparative reporting periods. Software as a service (SaaS): a software distribution model that delivers application programmes over the internet, with users typically accessing the programme through a web browser. Users pay an ongoing subscription to use the software rather than purchasing it once and installing it. Science Based Targets initiative (SBTi): a target for reducing greenhouse gases and CO2 emissions which is aligned with the global effort to limit global warming to 1.5°C. DEFINITION OF TERMS 165 Kainos Annual report 2025 Financial Statements Kainos Group plc Registered Ofﬁce 2nd Floor 21 Farringdon Road London EC1M 3HA Business Address Kainos House 4-6 Upper Crescent Belfast BT7 1NT Northern Ireland Email: [email protected] Registrar MUFG Corporate Markets Central Square 29 Wellington Street Leeds LS1 4DL Email: [email protected] COMPANY INFORMATION Designed and produced by www.farraday.com Kainos plc’s commitment to environmental issues is reflected in this Annual Report, which has been printed on Arena Smooth Extra White which is an FSC® material. This document was printed by Maxim using its carbon neutral built indigo 7900, which minimises the impact of manufacture on the environment. Maxim is also a member of the carbon capture programme run by the Woodland Trust, which offsets the carbon cost of paper by planting trees. 99% of paper waste is also diverted from landfill and recycled. kainos.com Follow our story: @KainosSoftware Search 'Kainos' Search 'Kainos' k a ino s . c om Follow our stor y : @KainosSoftware Search 'Kainos' Search 'Kainos' KAINOS 2025 ANNUAL REPORT

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