Annual Report • Jul 21, 2023
Annual Report
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2023 ANNUAL REPORT
WE ARE A UK-HEADQUARTERED IT PROVIDER WITH EXPERTISE ACROSS THREE DIVISIONS: DIGITAL SERVICES, WORKDAY SERVICES, AND WORKDAY PRODUCTS.
Digital Services develops and supports custom digital service platforms for public sector, commercial, and healthcare customers. Our solutions transform the delivery of these services, ensuring they are secure, accessible, and cost-effective, and provide better outcomes for users.
Workday Services specialises in the deployment of Workday, Inc.'s Finance, HR and Planning products to leading organisations across Europe and North America. We are one of Workday's most respected partners, experienced in complex deployment and trusted by our customers to launch, test, expand, and support their Workday systems.
Workday Products develops products that complement Workday. Our Smart product suite, including Smart Test (for automated testing), Smart Audit (for compliance monitoring), and Smart Shield (for data masking), are used by more than 350 customers globally to safeguard their Workday systems.
Our people are central to our success. We employ more than 2,900 people in 22 countries across Europe and the Americas.
Kainos is listed on the London Stock Exchange (LSE: KNOS).
For further information, please visit www.kainos.com
"WE HAVE RECORDED OUR 13TH CONSECUTIVE YEAR OF GROWTH ACROSS A WIDE RANGE OF KEY METRICS. OUR VERY STRONG BUSINESS PERFORMANCE REFLECTS ROBUST UNDERLYING MARKET DEMAND, HIGH LEVELS OF CUSTOMER ENGAGEMENT AND THE ONGOING COMMITMENT OF OUR COLLEAGUES."
£374.8
Revenue (m) 2022: £302.6m
£54.3
Statutory profit before tax (m) 2022: £46.0m
£67.6
Adjusted pre-tax profit (m) 2022: £58.8m
£47.9 Change +24% Change +40%
Product Annual Recurring Revenue (ARR) (m) 2022: £34.3m
£322.9 Change +18% Change +24%
Contract backlog (m) 2022: £259.7m
33.1p Change +15% Change +16%
Diluted earnings per share (pence) 2022: 28.5p
£108.3
Cash (m) 2022: £76.6m Change +41% Change +12%
42.5p Adjusted diluted earnings per share 2022: 38.1p
Change by +22% Change by +8%
23.9p Total dividend per share 2022: 22.2p
increase in revenue for Commercial
Commercial revenues are up 51% to £186.4 million (2022: £123.8 million), representing 50% of total revenue.
Public sector revenues up 24% to £138.0 million (2022: £111.0 million) or 37% of revenue.
Healthcare revenues, as anticipated, have reduced by 26% to £50.4 million (2022: £67.9 million), which is 13% of total revenue.
employee retention
We now have 2,990 people (2022: 2,692) based across 22 countries.
Our employee retention has increased to 88% (2022: 86%), and engagement levels remain high, measuring 81% on our internal surveys, and we were again awarded '50 Best Places To Work in the UK' by Glassdoor.
For more information on our people see pages 32 to 40
increase in customer numbers
Customer approval rating(1) remains high at 99% (2022: 98%).
Existing customer revenue increased by 26% to £337.6 million (2022: £267.7 million), which represents a Net Revenue Retention of 126%.
Customer numbers increased to 821 (2022: 731), an increase of 12%.
increase in international growth
Very strong international growth, up 52% to £132.0 million (2022: £87.0 million), and now representing 35% of total revenue.
For more information on our customers see page 18
(1) Data from all completed customer surveys in the year. There are five possible designations: 'Poor', 'Satisfactory', 'Good', 'Very Good' or 'Excellent'; the rating reflects the percentage of customers that rate our performance 'Good' or better.
on track to achieve carbon net zero
We retained our carbon neutral status in 2023 and remain on track to achieve carbon net zero by 2025.
Our gender balance improved, with the proportion of women in Kainos increasing to 34% (2022: 33%), well above the industry average of 22%(2); and we remain committed to further improvement.
1,800 young people on our outreach programmes, including targeted programmes aimed at improving gender diversity, supporting social mobility and for those students with special educational needs.
We hosted over
increase in revenue for Digital Services
In Digital Services, we continue to deliver significant digital transformation programmes across the public sector, commercial sector and healthcare.
This extensive project portfolio has driven strong revenue growth of 12%, with Digital Services revenues increasing to £224.4 million (2022: £199.8 million).
Customer demand remains strong as digital transformation continues to be a business and political priority.
For more information on Digital Services performance see pages 18 to 19
increase in revenue for Workday Products
Workday Products revenues grew 40% to £44.7 million (2022: £31.9 million) and ARR increased by 40% to £47.9 million (2022: £34.3 million).
We continued to invest in our Workday Products, increasing research & development expenditure by 52%, to £9.1 million (2022: £6.0 million) and sales & marketing spend increased 135% to £10.8 million (2022: £4.6 million).
(2) BCS diversity report 2022: Women in IT.
+49% increase in revenue for
Workday Services
Workday Services recorded very strong revenue growth of 49% (41% organic) to £105.7 million (2022: £70.9 million).
Our international expansion continues with North America now representing over half of Workday Services revenues at £55.9 million (2022: £30.4 million) an increase of 84%.
For more information on Workday Services performance see page 19
For more information on Workday Products performance see page 20
"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."
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.
Working collaboratively with customers around the world, our innovative and transformative solutions are secure, accessible, cost-effective, and take a user-first approach. We leverage the benefits of the public cloud and enable customers to utilise their data to drive better decision-making.
In the public sector, we have delivered projects helping more than 60 million citizens, while saving our customers hundreds of millions of pounds.
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 160 clients, including Allied Irish Bank, NHS Digital, and the Department for Environment Food and Rural Affairs, and new clients including the London Mayor's Office for Policing and Crime and the NHS Business Services Authority.
In our Workday Services business we provide consulting, project management, integration and post-deployment services for Workday's software suite. We work with clients globally and have an outstanding relationship with Workday, Inc.
With over 300 international clients, we are proud to work with customers such as Kion Group (Germany), Shopify (Canada), Novozymes (Denmark), Kone (Finland), ASOS plc (UK), Takeaway.com (Netherlands) and Match.com (USA).
We have developed three proprietary software tools, Smart Test, Smart Audit and Smart Shield.
Smart Test allows Workday customers to automatically test and verify that their unique Workday configuration is operating effectively, both during implementation and in live operation. Smart Test is the leading automated testing platform specifically designed for Workday.
Smart Test was launched in 2014 and is now used by over 350 clients, including Webhelp (France), AT&T (USA), State of Oregon (USA), Veolia ES (UK), Werner Enterprises (USA), University of Miami (USA) and Sentara Healthcare (USA).
Smart Audit is our compliance monitoring tool that allows Workday customers to maintain operational controls over their Workday HCM and Financials environments, particularly in the areas of Segregation of Duties, Privileged Access Controls and Personal and Sensitive employee data protection.
Smart Audit was launched in 2021 and is now used by over 70 clients, including Booking.com (Netherlands), Metropolitan Museum of Art (USA), Magna International (Canada) and Whole Foods (USA).
Smart Shield is a data masking tool that can easily and seamlessly mask sensitive data without impacting the Workday user experience. It ensures that sensitive data remains controlled when Workday environments are made available to broader internal or external teams, for instance, during support and maintenance activities, or for ongoing internal Workday training and onboarding programmes.
These tools are implemented as cloudbased Software as a Service (SaaS) solutions and customers utilise them on a subscription basis.
Smart Shield was launched in 2022 and is now used by over 40 clients including Ohio State University (USA), Loews Corporation (USA), John Lewis (UK) and Netflix (USA).
£44.7m REVENUE BY £224.4m OPERATING DIVISION FY23 £105.7m
Workday Products (12% of Group total) 5-year growth: 41% CAGR
"DESPITE THE VOLATILITY SEEN THROUGHOUT THE YEAR, OUR EXECUTION HAS REMAINED CONSISTENT, AND WE HAVE AGAIN RECORDED STRONG GROWTH AND ROBUST FINANCIAL PERFORMANCE."
This is our eighth annual report as a public company. On review of our previous seven reports, it is obvious that we have recycled many of the adjectives that we have used to describe our business performance – with 'consistency' amongst the most reused terms.
Those same seven reports also describe an economic environment that has been subject to significant volatility. From localised events such as Brexit to global impacts from the pandemic, organisations have needed to respond urgently to rapidly changing circumstances.
That theme of turbulence is repeated in this report. The ebb of the pandemic has been followed by war in Ukraine, the energy crisis, inflation, interest rate rises, recession fears and, more recently, concerns about the global banking sector.
Despite the volatility seen throughout the year, our execution has remained consistent, and we have again recorded strong growth and robust financial performance, alongside pleasing customer satisfaction and employee engagement levels.
The digital transformation market has been growing quickly for over a decade, initially with a focus on the replacement of ageing and inefficient legacy systems. This driver has been augmented by organisations striving for greater agility, to allow them to react quickly to changes, whether
accelerating new opportunities or, more typically, responding to challenges. As a result, our customers continue to prioritise their critical digital programmes and we continue to help them deliver these ambitious projects.
This strong demand has resulted in our revenues growing to £374.8 million, a 24% increase, and our adjusted pretax profit growing 15% to £67.6 million. Our moderated profit growth is mainly because of increased investment in our Workday Products, both in research and development and in sales and marketing, an increase of £9.3 million, all of which was expensed in the year. We also experienced increased salary costs and the increased use of contract staff during the year.
We continued to add to the talents of our global team, as numbers increased by 11% to 2,990 colleagues. Despite the high demand for digital talent and the global shortage of the same people, our retention increased to 88%, with further improvements in recent weeks as people became increasingly cautious about changing jobs. Our teams are now based in 22 countries.
Our Digital Services division recorded revenue growth of 12% to £224.4 million. We continued to deliver significant programmes in partnership with the UK Government and with leading healthcare and commercial clients. As always, our growth is a result of demand from existing clients, such as Allied Irish Bank, NHS Digital and the Department for Environment Food and Rural Affairs, and new clients including the Mayor's Office for Policing and the NHS Business Services Authority.
We are keen to open new opportunities for Digital Services and our investments continue to make progress. Our international engagements in Central Europe and Canada have continued to grow, with our revenues now £9.6 million, from £5.5 million a year ago. Collectively, our Cloud, Data and AI and Intelligent Automation practices now generate £41.9 million, representing an increase of 47% in the past year.
Our Workday Services team continues to help forward-thinking organisations such as Kone, Kion Group and Takeaway.com deploy Workday's innovative Software as a Service (SaaS) platform to support their people and finance requirements. We remain the leading European partner within the Workday ecosystem and in July we were appointed Workday Phase 1 Prime Status Partner for the US market, accelerating our access to the single largest global market for Workday consulting services.
Over the course of the year our Workday Product revenues grew 40% to £44.7 million. Our products, Smart Test (automated testing), Smart Audit (compliance monitoring) and Smart Shield (data masking) are used by organisations like Netflix, Salesforce and match.com. We believe that there is an opportunity to grow our Workday Product revenues to £100 million by 2026 and as a result we invested further in product development (increased by £3.1 million to £9.1 million) and in our sales & marketing capacity during the year (increased by £6.2 million to £10.8 million).
We have maintained our focus on positive climate action. We have been carbon-neutral for the past two years and remain firmly on track to achieve carbon net zero by 2025. Our climate targets have now been certified by SBTi, with our actual Scope 1, 2 and 3 emissions significantly below the corresponding SBTi target. We are increasingly able to record the carbon and cost savings that our solutions deliver to our customers, for instance the United Nations International Organisation for Migration where the carbon saving of 594 tonnes per year, represented a 92% reduction in emission of IOM's IT estate.
Gender diversity remains a challenge within the wider technology sector, where just 22% of roles are undertaken by women. During the year, the proportion of women in Kainos increased from 33% to 34% reflecting focused recruitment campaigns and we recognise that a sustained effort is required to make further improvements.
We seek to inspire the next generation of digital talent and to improve the diversity of the sector. Last year over 1,800 young people participated in our outreach programmes, where we had targeted programmes aimed at improving gender diversity and social mobility for young people and for students with special educational needs. Our digital bursaries will support 60 young people from backgrounds that are traditionally under-represented at university.
The ongoing economic volatility means that the pressure on our customers remains intense. In response they are looking to reduce their costs and increase their organisation's agility. Digital transformation is a key foundation in achieving both these ambitions and the market will continue its growth, especially as organisations redirect their spending from inefficient legacy systems to agile, modern systems. The execution of our strategy has placed us in leading positions within our core markets, which allow us to look confidently to the future.
Our confidence is strengthened with the success of our additional growth initiatives:
Within Digital Services, our international expansion and our Cloud, Data and AI and Intelligent Automation practices already generates revenues in excess of £51 million; together these provide a platform for further growth.
Workday's focus on international expansion creates a strong backdrop for our European growth plans; at the same time our appointment as a Workday Prime Partner in the US market provides accelerated access to the largest Workday services market globally.
With our Workday Products, we can accelerate the adoption of our software across the Workday ecosystem, creating a significant software business.
We can be certain that the economic uncertainty will continue. While it is sensible to be confident about our markets, our customers and our abilities, it is equally sensible to remain vigilant and be responsive to any changes. That too is a sentiment that has been reflected in our previous seven annual reports.
In each of our previous reports, the final words of this statement have focused on thanking our customers and our colleagues; and this year we continue to observe this important tradition.
Our performance as a business is influenced by many factors, but it is our relationships with our customers and the talents of our colleagues that truly shape our future.
The strength and depth of both have continued to grow this year and we are grateful for the trust and confidence that our customers continue to place in Kainos and the expertise, experience, and energy of our colleagues, who have been the driving force behind all that we have achieved.
Brendan Mooney Chief Executive Officer
Digital Services grew by 12% 2022: £199.8 million
Workday Product grew by 40% 2022: £31.9 million
THERE ARE SEVERAL COMPELLING LONG-TERM TRENDS DRIVING DEMAND FOR OUR SERVICES. WE HAVE DESIGNED OUR STRATEGY TO TAKE ADVANTAGE OF THESE TRENDS, GIVING US CONFIDENCE IN OUR GROWTH PROSPECTS. WE HAVE DETAILED THESE FURTHER IN THE SECTION, OUR STRATEGY.
Alongside the long-term trends detailed in the following sections, the pandemic has prompted a significant shift to remote and hybrid working patterns, which are likely to remain an important feature of the workplace. Many organisations have discovered that their legacy systems do not function well in a distributed environment and this is driving a continued shift to cloudbased systems.
This is accelerating investment in digital capabilities as organisations adapt to this new environment. It is too early to determine if this is a shortterm increase in spending or likely to be a long-term trend. Regardless, it is resulting in an immediate increase in opportunity for both our Workday Services and Digital Services divisions.
In the UK public sector, there is a longterm drive to make public services 'digital by default' and intuitive to use. Users typically prefer digital services, which are faster, more accurate and available at a time that suits them. TREND 2
This also aligns with the imperative to make services cheaper and more effective. The substantial pressures on public finances since the financial crisis have now been exacerbated by the cost of responding to the coronavirus pandemic. TREND 3
Creating effective digital services significantly reduces cost. For many government services over the past decade, the average cost of a telephone transaction is 20 times higher than a digital transaction; this rises to 30 times for a postal transaction and 50 times for a face-to-face interaction(3). Digitisation is also likely to reduce the risk of failed transactions, and therefore the business cost of having to repeat the same process multiple times.
The government's thinking about IT outsourcing has changed substantially since the financial crisis. While outsourcing a service can still be the correct approach, the government now prefers to procure individual components of the service and integrate those components itself, which gives it direct control over the scope, quality and cost of the service. Government departments rely on specialist agile partners like Kainos to help in the building and ongoing operation of the unique technical elements of the service. This trend has resulted in public sector spending on digital transformation projects increasing from £456 million in 2015 to £2.7 billion(4) in 2023.
In the commercial sector, businesses have similar pressures and preferences, and are seeking to re-establish control over the scope, agility and cost of their customer-centric systems. In a repetition of the pattern in the public sector, commercial organisations draw on the specialist skills of agile partners like Kainos. In the UK, the commercial sector outspends the public sector by more than three to one and therefore presents a substantial opportunity for us.
The NHS is our principal healthcare client. The complexity of its operating environment has often resulted in under-investment in technology to support the efficient provision of healthcare services. At a local level, NHS Trusts often prefer to purchase existing software systems that support their day-to-day operations. At a national level, there is a growing preference to adopt a similar approach to that in use across government, building digital services in partnership and at speed with companies like Kainos. This change of emphasis is reflected in the creation of the £800 million Digital Capability for Health framework (in 2021); Kainos is one of 11 approved suppliers on that framework.
We remain focused on supporting our existing clients as they deliver their ambitious multi-year digital transformation programmes. In terms of acquiring new clients, while we wish to see all sectors grow, we are prioritising engagements in the commercial sector, reflecting the scale of the opportunity and the benefits of having a balanced spread of business. Internationally, we are also looking to expand by acquiring new commercial sector customers.
The competitive environment in our markets is largely stable, with few companies either entering or exiting. A strong track record of delivery is vital for success in all our divisions – Digital Services, Workday Services and Workday Products, providing very important credibility with potential customers and creating a meaningful barrier to entry.
Workday's success in attracting new customers is a key driver for our Workday Services division. Workday is growing rapidly, with its most recent results to 31 January 2023 showing revenue growth of 21%. This compares with growth in the overall Enterprise Resource Planning (ERP) market which is estimated at 6.2% per annum(5). TREND 3
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 Software as a Service suite of applications that are cloud-based, mobile-first and reflect the way modern organisations want to manage their employees and their finances. In addition, weekly updates mean Workday customers are always using the latest version of the software, preventing systems from becoming outdated.
Workday has also taken a different approach when building its implementation partner ecosystem. While SAP and Oracle both have several thousand implementation partners, Workday, in order to ensure highquality project delivery, has appointed just 49 partners to deploy its software across its customer base. Workday now has over 10,000 customers, including more than 4,750 core HR and finance customers. Kainos first engaged with Workday in 2011 and is now one of the most experienced participants in Workday's partner ecosystem. Kainos remains the only specialist Workday partner headquartered in the UK.
Other important drivers of growth for us in our Workday Services division include:
In our related Workday Products division, growth drivers include:
Our strategy for growth includes international expansion, to access the large and growing base of Workday customers across Europe and particularly in the US, where over 70% of current Workday customers are located. We also continue to increase market share with existing Workday customers, while growing our portfolio of Workday products.
1
Technological advances continue to open new possibilities in our markets. For example, artificial intelligence, 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.
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. Our Data and Artificial Intelligence practice was the first graduate of this process in 2019, followed in 2020 by the Intelligent Automation practice. The pace of their growth emphasises the scale of the opportunity in these areas.
We also invest in understanding early-stage technology developments through our research team. Current areas of foresight and investigation include ambient computing and intelligence, smart environments and places, and the ethical use of data and AI. Ideas from this research will likely form the next cohort of candidates for our innovation process.
Digital Services Addressable market(6) £2,706 million (2022: £1,919 million) Example competitors: Deloitte, Capgemini, BJSS, Atos, Equal Experts, NTT Data.
Workday Services Addressable market(7) £1,100 million (2022: £884 million) Example competitors: One Source Virtual, Alight, Collaborative Solutions.
Addressable market(8) £625 million (2022: £410 million) Example competitors: Worksoft, Turnkey, CloudBera.
What we do WE PROVIDE SOPHISTICATED IT SERVICES TO MAJOR PUBLIC SECTOR, COMMERCIAL AND HEALTHCARE CUSTOMERS. Our Digital Services engagements are often large and complex and represent critical projects for our customers. Projects in the Driver and Vehicle Standards Agency, Companies House and Food Standards Agency are excellent examples of projects that are viewed as part of the UK's national IT infrastructure.
In our Workday Services projects, we help forward-thinking organisations deploy Workday's software to organise their staff efficiently and support their financial reporting requirements. These customers are often large and operate internationally, which is why we have our teams based in 22 countries.
The products created by our Workday Products team complement Workday's innovative Finance, HR and Planning suite. We deploy our products to help customers safeguard their Workday systems.
We win new public sector and healthcare projects primarily because of our successful track record and is facilitated by our position on major frameworks(9), for example, the Digital Outcomes and Specialisms (DOS) framework. We are the most successful supplier on DOS, having delivered 37% more services than the number two supplier, as measured over the last three years(10).
In the commercial sector, we benefit from our practitioner-led sales teams, who have a deep understanding of what we can deliver for customers. As a result of our expertise, 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, where timescales can be short, often ranging from six to nine months. Major transformational projects have multiple stages, with core functionality rolled out first, then further stages to build on that functionality or to add follow-on services. 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 demonstrating our ability to solve their problems.
Workday always contracts directly with its end customer following a sales campaign. During that sales campaign, Workday will typically recommend a shortlist of possible consulting partners to the client who will then undertake the project directly with the customer. Globally, there are 49 Workday implementation partners.
We are usually recommended because of our international presence, or because of our deep knowledge in Workday modules such as HCM, Financials, Planning or Extend.
In addition to acquiring new Workday customers, we may also secure work from existing Workday customers, who want to switch from their current partner when implementing the next phase of their system.
Workday is comprised of an extensive range of modules, providing different functionality. Most customers begin with the Financial, the Planning or the HCM (HR) modules, then add further modules over time. Winning a customer therefore often generates a multi-year revenue stream.
We gain our product customers through a combination of outbound marketing activities, in-person events and referrals from existing Workday Services and Workday Products customers. Typically, a customer will take multiple products over time and because our customer satisfaction remains very high, our Net Revenue Retention (NRR) is over 100%.
Our Workday Products contracts are always direct with the end customer, which allows us to control commercial arrangements, understand the quality of our customer service and it also helps inform our future product roadmap.
In both Digital Services and Workday Services, we primarily charge clients on a time and materials basis for consultancy services. Fees are typically charged monthly for work completed.
Within our Workday Products division our revenue is derived from charging for our own proprietary software. These revenue streams relate primarily to our existing cloud-based SaaS solutions, Smart Test (automated testing), Smart Audit (compliance monitoring) and Smart Shield (data masking), although we anticipate there will be additional products of this type in the future. All products have contracts that are typically three years in duration, with a subscription fee charged annually in advance.
Our people are the key to our success. We hire the very best experienced talent and bring in young people with potential from school or university. By investing in their learning and development and providing interesting and challenging work on projects that are often of national importance, we help them to excel. We have a very low attrition rate, which means many people choose to stay and develop their careers at Kainos.
We have a strong reputation in our markets, 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 to grow. This is demonstrated in Digital Services, as noted earlier, by being the most successful supplier on the government DOS framework. In our Workday Services division, we are the
leading partner in Europe, consistently receiving emphatic feedback on our high levels of customer service.
We look for customers who want a partner who can add value to their business, and who are more interested in the long-term cost of ownership rather than the lowest possible up-front price.
In the public and healthcare sectors, we tend to work with the departments and agencies which have a large portfolio of transformation projects. These projects are, in turn, supported by significant budgets, since a multi-year transformation project is typically up to £30 million in value, while more complex projects can exceed £100 million. Our Workday customers range from SMEs to some of the world's largest and most recognisable brands.
We survey our customers for feedback on our performance every six months. This feedback tells us that we achieve best-in-class customer service, with 99% of our customers rating our service as good or better. This underpins our repeat revenue, with over 90% of our revenue each year coming from existing customers.
We have an excellent relationship with Workday, having been a partner since 2011 and we have supported Workday's global expansion, implementing their software platform for clients across the world. At the same time, we have built a high-growth international business with revenues of more than £150 million.
We feel the same sense of excitement with our partnerships with Microsoft and AWS. With over 90% of the world's IT expenditure still entrenched in onpremise technology, there is significant work to transform organisations to being cloud-enabled. We have been working closely with these marketleading vendors for several years and in addition to our delivery excellence we are positioned as thought leaders.
We have a range of proprietary products, such as Smart Test, Smart Audit and Smart Shield for Workday, and we continue to invest in extending the capabilities of these products.
Our innovation and research activities also focus on the application of new technology such as artificial intelligence, machine learning and automation and we are already delivering engagements in these areas.
We create a broad range of financial and non-financial value for our stakeholders.
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.
We help our customers to improve their services, save money and manage their organisation more effectively.
We support Workday's business growth by successfully implementing its system for its customers. Similarly, we also generate growing volumes of business for our partners Microsoft and AWS.
Rapidly growing 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.
As a rapidly expanding creator of skilled, highly paid work, we 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 costeffective modern digital services that are rapidly becoming the preferred interaction channel for citizens and patients.
From an environmental perspective, we are delighted to be carbon neutral since 2021 and we are on schedule to achieve our ambition of being carbon net zero by 2025. We neutralise our emissions through a mixture of offsetting and removal projects.
Beyond our climate-related commitments, we are proud of our track record in being a responsible organisation. This includes the above activities as well as our work in supporting our communities, with strong graduate and school-leaver recruitment, and our outreach programmes which since 2015 have benefited over 7,000 young people, including 1,800 young people and those with special educational needs in the past 12 months.
More details are contained within the Environmental, Social and Governance (ESG) section of this report.
We are a growth-orientated business and while we are always confident of growing our market share in subdued markets, we naturally orientate towards higher growth, dynamic markets. It is in these markets where the talents of our people shine the brightest and opportunities for growth are the strongest.
Our ambition is to be a global, independent company operating towards the disruptive end of technology, that will thrive not just today, but for generations. In building for the long-term, we aspire to provide our people with rewarding and fulfilling long-term careers.
As part of this ambition, we believe that we can achieve sustained growth in terms of revenue, adjusted pre-tax profit and cash flow.
We have, deliberately, developed from a national to an international organisation, both internally and in the customers and markets that we serve. We expect our international presence to continue to expand in terms of locations, people and customers.
It is our preference to grow organically; we will undertake acquisitions only in exceptional circumstances, for instance, where we need to obtain unique skills.
We also look to ensure that we have a well-balanced business, which is not overly reliant on any one customer, market or sector. This occasionally requires us to prioritise smaller, earlystage opportunities ahead of established market growth. We are comfortable with taking this long-term view.
The fundamental component of our strategy is our people. Our business is successful because of the talent, skill and motivation of our colleagues as they deliver on commitments to internal and external customers.
We will add to our existing talented workforce by recruiting high calibre people from school, college and industry; we will continue to invest in developing their skills and careers; and we will continue to strive to be a great employer.
The three key pillars of our strategy
Financial KPI Non financial KPI
| Markets | Progress in FY23 | Priorities for FY24 | |
|---|---|---|---|
| Digital Services Our focus is to: • continue to grow within the public |
Public sector revenues increased by 26% to £137.0 million (2022: £108.4 million). Following the easing of pandemic |
Grow our business in both sectors, supporting existing clients and projects, and adding new long term clients in line with our delivery |
|
| and healthcare sectors, being engaged in ambitious transformation projects across UK Government and the NHS; |
related spending, healthcare revenues decreased by 25% to £49.7 million (2022: £66.3 million). |
capacity. | |
| • repeat our digital transformation success within the UK commercial sector, with a focus on financial services; and |
Commercial sector revenues increased by 51% to £37.8 million (2022: £25.1 million). |
Continue to build reputation and references in the sector to maintain our accelerated growth. |
|
| • expand internationally, focused initially within Germany and Canada |
International revenues from Central Europe and North America increased |
Continue to build reputation and references within both regions. |
|
| where we already have established delivery teams, have built business |
by 75% to £9.6 million (2022: £5.5 million). |
Refine sales and marketing approach as market penetration increases. |
|
| development expertise and have an existing Workday Services and Products client base. |
Build in-region delivery capability in line with success. |
||
| Workday Services | Workday Services revenues increased by 49% to £105.7 million |
Maintain growth trajectory in all regions, supporting existing clients and |
|
| Our focus is to: • continue to grow in our existing, |
(2022: £70.9 million). | projects, and adding new long-term clients in line with capacity. |
|
| established markets as Workday continues to expand within these markets; |
We were appointed by 40+ customers where earlier phases of |
Continue to excel in customer service. | |
| • gain market share, replacing incumbent providers to existing |
the project were undertaken by a different partner. |
||
| Workday customers through a reputation for higher service levels; and |
International revenues increased by 60% to £81.1 million (2022: £50.7 million). |
Maintain growth trajectory in all regions, in particular develop the Phase 1 opportunity in the US market. |
|
| • expand internationally, establishing operations in countries with large and growing numbers of Workday customers. |
Achieved Workday Phase 1 Prime Partner status in US, the largest market for Workday consulting services globally. |
||
| Workday Products | Our customer numbers increased, with 350+ customers using Smart Test, |
Increase the total number of customers using our software. |
|
| Our focus is to: • increase the number of Workday's |
70+ using Smart Audit and 40+ using Smart Shield. |
Increase the adoption of multiple | |
| customers who use our software; • ensure high levels of customer |
Revenues increased by 40% to £44.7 million (2022: £31.9 million). |
products by each customer. | |
| satisfaction driving strong Net Revenue Retention (NRR); and |
NRR is over 100%, driven by customer satisfaction levels of 99%. |
Maintain our high levels of customer satisfaction. |
|
| • invest in our existing products, and develop additional products within the Workday ecosystem, where our blend of software skills and Workday |
We successfully launched Smart Shield (August 2022). Overall investment, spanning product |
Ensure that customer adoption and revenues reflect the very strong increase in investment. |
|
| experience makes us uniquely positioned. |
development and sales & marketing, increased by 88% to £19.9 million (2022: £10.6 million). |
Develop and launch one new product. |
Our business model is based on the conviction that by delivering consistently to our customers we will build long-lasting, mutually beneficial relationships that will see us thrive as a business.
These relationships are built on our reputation for delivery and exemplary customer service. By being responsive to and supportive of our customers' complex and changing business needs, we reinforce the strength of our relationships.
Therefore, 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.
Maintain high levels of customer satisfaction, resulting in high levels of net revenue retention.
In addition to the investment we make in our Workday Products, our focus also includes:
• through our innovation process, identify and promote ideas that have the potential to become sizeable revenue streams in the future.
Our practices continued to grow in scale, achieving combined revenues of £41.9 million (2022: £28.5 million) an increase of 47%, and with 360 colleagues involved in the three areas (2022: 305).
Our innovation process evaluated several new ideas, however none were approved for further investment.
Maintain growth trajectory, embedding our new activities across several of our digital transformation projects.
"OUR HIGH LEVELS OF ACTIVITY WITH OUR CUSTOMERS HAVE TRANSLATED INTO AN EXCELLENT SET OF RESULTS FOR OUR FINANCIAL YEAR."
The level of digital transformation undertaken by ambitious organisations continues to increase as the industry enters its second decade. Our established track record in guiding and supporting customers to deliver their large-scale digital transformation programmes, as they respond to the changing demands in their organisations, continues to provide the bedrock for our own growth.
Our high levels of activity with our customers have translated into an excellent set of results for our financial year.
Revenue for the year grew by 24% (20% ccy) to £374.8 million (2022: £302.6 million) with adjusted pre-tax profit(11) increasing by 15% (increased 4% ccy) to £67.6 million (2022: £58.8 million). Adjusted pre-tax profit would have been c.£6.1 million lower under constant currency exchange rates.
In line with our previous guidance, we have increased investment in our software products, representing a total of £9.3 million. Research & development investment increased to £9.1 million (2022: £6.0 million) and our productrelated sales & marketing investment increased to £10.8 million (2022: £4.6 million).
Our sales performance underlines our success in winning business – extensions to existing contracts, additional projects placed by existing customers and winning new customers. Bookings for the year increased by
22% (20% ccy) to £427.8 million (2022: £349.8 million), which resulted in a 24% increase in the contracted backlog to £322.9 million (2022: £259.7 million).
As at 31 March 2023, we had a very strong cash balance of £108.3 million (2022: £76.6 million), representing 104% cash conversion (2022: 83%).
We are clear that our success is driven by the ability, energy and expertise of the people in Kainos.
Since last year, our headcount has grown by 298 to 2,990 people (2022: 2,692). Of our colleagues, 7% are contractors (2022: 12%). By region, UK & Ireland increased to 2,130 people (+190), Central Europe increased to 465 people (+50) and the Americas increased to 395 people (+58).
Our employee engagement levels remain high. We now utilise Workday Peakon to continuously assess employee engagement and have achieved a rating of 81%. For the second consecutive year, we were awarded '50 Best Places to Work For in the UK' by Glassdoor, the online career community.
During the year, 88% of our colleagues made the choice to stay and develop their career within Kainos (2022: 86%). For much of the year, the global shortage of digital skills created recruitment and retention challenges, however these eased during the last weeks of the financial year.
Kainos and DVSA have been in partnership for nearly ten years, and have developed multiple award-winning solutions together, encompassing cloud, digital transformation and Artificial Intelligence across the MOT scheme, the practical driving test, and the driving theory test.
For the past year, we have focused on bringing to life the future of safe driving, investigating the impact of emerging technologies and the opportunities they offer to services that have barely changed in nearly 100 years.
We have trialled virtual reality for the hazard perception test, a key part of a driver's learning journey, and focused on making the experience of booking the test more accessible and equitable for all users. Using machine learning,
we helped to identify fraud throughout the MOT test network and created an intelligent risk ratings tool to help DVSA identify potential fraudulent test centres.
Kainos remains a key innovation partner to DVSA, making the roads safer for millions of people across the UK.
We believe that by delivering consistently to our customers we build long-term relationships. This is a perspective shared by our customers, who continue to have a very positive view of our performance – 99% of respondents to our customer surveys rated our service as 'good' or above (2022: 98%).
Existing customers continue to trust us to deliver their most challenging projects, and this is reflected in our revenues, with 90% of revenues coming from our existing clients (2022: 88%). We have also gained new customers during the year, and we now work with 821 customers (2022: 731).
From a sector perspective we have a well-diversified business, with 50% of our revenues from commercial clients (2022: 41%), 37% from public sector organisations (2022: 37%), and 13% from healthcare customers (2022: 22%).
Our international client base has also expanded and as a result our international revenues have grown by 52% to £132.0 million (2022: £87.0 million). Regionally, UK & Ireland accounts for 65% of our business (2022: 71%), North America for 25% (2022: 19%), Central Europe for 9% (2022: 9%), with the rest of the world representing 1% (2022: 1%).
Our Digital Services division builds solutions that are highly cost-effective and make public-facing services more accessible and easier to use for the citizen, patient and customer.
Revenues grew by 12% (12% ccy) to £224.4 million (2022: £199.8 million). Bookings, at £238.2 million (2022: £215.0 million), represented an increase of 11% (11% ccy) and as a result, contracted backlog increased by 6% to £140.9 million (2022: £132.7 million).
During the year our healthcare revenues decreased as pandemic-related expenditure reduced. With strong opportunities in both the public sector and commercial sector we reallocated a number of teams to projects in these larger sectors.
Overall, public sector now represents 61% of divisional revenues (2022: 54%), healthcare 22% (2022: 33%) and commercial sector 17% (2022: 13%).
Our public sector customers have remained committed to their digital transformation programmes and they remain ambitious in the scope of services that they wish to digitise, which is underpinned by a new digital transformation policy which outlines 50 of 75 services to be digitised by 2025. As a result of this commitment, our revenues increased by 26% to £137.0 million (2022: £108.4 million).
Within central government, we continue to consolidate our strong position across key accounts, securing new contracts to deliver digital programmes in Driver and Vehicle Standards Agency and Foreign Commonwealth & Development Office. Beyond our existing accounts, we are also delivering projects with new areas, in Defence (Defence Science & Technology Laboratory – Artificial Intelligence Delivery Partner) and the Mayor's Office for Policing (Cloud Migration Partner).
In the UK, the commercial sector total expenditure on IT is over three times that of the public sector. While this represents significant opportunity, to increase our likelihood of success, we have initially chosen to focus our activity on financial services customers.
Like all large organisations postpandemic, those within banking and insurance are increasing their levels of investment in digital transformation. This, coupled with our growing references in the sector, has driven a rapid increase in activity as we have helped established customers like Nets Group and New Ireland and new customers such as Investment Management Corporation of Ontario (IMCO), Danske Bank and Allied Irish Bank.
Reflecting these higher activity levels, our revenues increased 51% to £37.8 million (2022: £25.1 million).
As flagged in our November update, our healthcare revenues reduced during the year to £49.7 million (2022: £66.3 million), a reduction of 25%.
The reduction in revenue is largely attributable to the easing of pandemicrelated spending, although the merging of our customers NHS Digital and NHS X to form NHS England's new Transformation Directorate has also had an impact.
More positively, excluding pandemicrelated expenditure, our healthcare revenues have been rising steadily, increasing by 85% from £19.4 million in 2019 to current levels. This year, our customers have included the Department for Health and Care Wales, where we delivered their Patient App, Genomics England and Our Future Health.
| 2023 | 224.4 | |
|---|---|---|
| 2022 | 199.8 |
Revenue (m) grew by 12%
Bookings (m) grew by 11%
| 2023 | 140.9 |
|---|---|
| 2022 | 132.7 |
Contracted backlog (m) grew by 6%
With the UK as an early adopter of digital transformation, we believe that there is a significant opportunity to replicate our home market success internationally. Our initial focus is primarily on commercial customers in Germany and Switzerland, with organisations such as Hello Fresh and Nets Group and in the commercial and public sector in Canada with IMCO and Government of Canada.
Our international revenues are reported in the figures in the sectors listed above, but for clarity, international revenues for the division have increased by 75% to £9.6 million (2022: £5.5 million).
We remain extremely positive about the future of digitisation in the UK public sector both immediately and over the long-term. We are confident that based upon our strong reputation and successful track record, we are well positioned to maintain a central role in this transformation drive.
The digitisation pressures and opportunities within the commercial sector are similar, and therefore the growth prospects for us are substantial. Our progress in the past eighteen months provides confidence that we will deliver significant growth in the years ahead.
We are similarly optimistic about the international opportunity, utilising the skills and expertise gained as a leading digital transformation specialist in the UK and focusing on international regions where we already have established delivery teams, sales expertise and a strong Workday client base.
Revenue for the year grew by 49% (40% ccy) to £105.7 million (2022: £70.9 million); contracted backlog increased by 42% to £72.8 million (2022: £51.1 million); and bookings increased by 56% (50% ccy) to £121.7 million (2022: £78.2 million).
The number of accredited Workday consultants at Kainos increased by 27% to 808 (2022: 638).
Having first engaged with Workday in 2011, we are now one of their most experienced partners. We are the only specialist Workday partner headquartered in the UK and one of only 49 partners globally accredited to implement Workday's innovative SaaS platform.
From our initial strong base in UK & Ireland, we expanded internationally – into Northern and Central Europe in 2015 and into the North American market in 2018. Within Europe, we are the leading Workday partner – this leadership position is the result of high satisfaction levels within our customer base, coupled with our geographic expansion in the region. Our European customers, including those in the UK & Ireland, generated 47% of total revenue (2022: 57%).
A similar focus on customer success in our North American market has resulted in our appointment, in mid-2022, as a Phase 1 Prime partner for the US market – which remains the largest market globally for Workday services. Our North American customers generated 53% of total revenue (2022: 43%).
In addition to the delivery of Workday for new customers, we are increasingly involved in supporting customers already live on the Workday platform. We describe this annuity-style revenue stream as Post Deployment Services.
Alongside these typical consulting activities, there is a growing opportunity linked to Workday Extend, Workday's Platform-as-a-Service offering which became generally available to customers in May 2020. Kainos has been part of the Workday Extend early adopter programme since 2017.
Workday Extend allows organisations to build additional, specialised functionality on the Workday platform to further enhance customers' Workday deployment. As experts in Workday Extend, we have helped organisations such as Universal Music Group, Groupon and Cardinal Health build Workday Extend applications specific to their requirements.
Our strong performance provides further evidence of the strength of the Workday market. With Workday's main competitors, Oracle and SAP, soon to mark 50 years in the ERP market, we believe that Workday's more innovative product suite can continue to gain significant market share for many years to come. This is reflected in Workday Inc's bold target of achieving \$10 billion revenue by 2026(12), up from c.\$6 billion today.
In addition, we believe that we can outpace this rapid market growth by continuing our international expansion, especially within the US market, and by replacing other Workday partners in engagements where they are underserving their customers.
(12) Workday, Inc.
| 2023 | 105.7 | |
|---|---|---|
| 2022 | 70.9 | |
Revenue (m) grew by 49%
| 2023 | 121.7 | |
|---|---|---|
| 2022 | 78.2 |
Bookings (m) grew by 56%
Contracted backlog (m) grew by 42%
Our Workday Products revenue increased by 40% (26% ccy) to £44.7 million (2022: £31.9 million); the Annual Recurring Revenue was £47.9 million (2022: £34.3 million), an increase of 40% (33% ccy) and backlog increased by 44% to £109.3 million (2022: £75.9 million).
Workday is a comprehensive SaaS platform, but we have identified opportunities to develop our own software products that are complementary to the platform and that enable customers to further increase the benefit that they can realise from their investment in Workday.
In 2014, Kainos launched Smart Test which is used by organisations to automatically verify their Workday configurations. Smart Test is used by over 350 global enterprise customers, including Salesforce, Capital One and Whole Foods.
Our second product, Smart Audit, became generally available in August 2021 and has already been deployed to over 70 customers including Chanel, Arcbest and QBE Insurance. Smart Audit is a compliance monitoring tool that allows Workday customers to maintain operational security controls across their Workday environments.
Everyday hundreds of thousands of sensitive employee-related documents are generated, signed, uploaded and stored in large multi-national organisations that use Workday. But a lack of a native, globally scalable employee document management (EDM) function has resulted in organisations using third-party solutions, creating poor employee
Our pre-built controls focus on safeguarding against Segregation of Duties conflicts, providing robust Privileged Access Controls and protecting Personal and Sensitive employee data.
In August 2022, we launched our third product, Smart Shield, a data-masking tool that can easily and seamlessly mask sensitive data without impacting the Workday user experience. It ensures that sensitive data remains controlled when Workday environments are made available to broader internal or external teams, for instance, during support and maintenance activities, or for ongoing internal Workday training and onboarding programmes. Although just released, Smart Shield is now used by over 40 customers, including Match.com and LKAB.
In addition to the consulting services opportunity linked to Workday Extend, and described in the previous section, the platform provides us further opportunity to build products that are embedded inside Workday. During 2023 we have developed a new product, Employee Document Management,to help customers manage and simplify the full lifecycle of employee documents. Although not yet generally available, it is gaining traction with Workday customers.
experience, compliance issues, and inefficient processes.
In 2021, one of our European customers faced similar challenges, with documents held in SharePoint, SAP, and filing cabinets. Through a roundtable conversation convened by Kainos, we explored the client's need to deliver an employee document management function that would enhance user
For our existing Workday products, our growth will be powered by the increase in Workday clients and by higher penetration of our products into the Workday client base.
We believe that we are well positioned to identify and develop additional products for the Workday ecosystem. Our growth will initially be determined by the product-market fit of our new products, followed by the penetration into the Workday client base.
| 2023 | 44.7 | |
|---|---|---|
| 2022 | 31.9 |
Revenue (m) grew by 40%
Annual recurring revenue (m) grew by 40%
| 2023 | 109.3 | |
|---|---|---|
| 2022 | 75.9 |
Backlog (m) grew by 44% experience as well as delivering compliance and automation at scale.
We leveraged the power of Workday Extend to design and build a solution which we launched at Workday's EU Rising conference in November 2022. In December, our first client went live with Kainos Employee Document Management across 11 countries in
EMEA and North America, enabling 15,000 employees to access all their documents inside Workday.
The response to Kainos EDM has been extraordinary with dozens of organisations expressing interest, and we have gone live with five more customers over the past year.
Successful businesses continue to challenge themselves and we are keen to improve our existing offerings, develop new business ideas and assess business and technology concepts that are likely to impact our clients in the future.
Including our product investment, our research and development expenditure for the year amounted to £9.1 million (2022: £6.2 million), which was wholly expensed in the year.
We take the view that our people, who are often deeply engaged with our customers, are best placed to identify interesting problems. To support them, we have developed an innovation framework that is used across Kainos and comprises a body of knowledge, tools, methods and approaches for innovating, and processes to develop opportunities and ideas.
We create the conditions for our staff to identify interesting problems (finding the Spark) and support the development of ideas from conception through to launch (creating the Scale). This can range from applying cuttingedge technologies to existing customer problems, to identifying and testing a potential partnership or a new business offering.
Our dedicated innovation services team are on hand to explore the idea, developing an informed judgement of its early commercial potential. The Spark & Scale process is typically an investment of up to 20 days, with some external expenditure.
Through our dedicated incubator, we accelerate the creation of new practices, which focus on bringing new technologies to customers through dedicated, highly skilled practitioners. Proposals for new practices are evaluated by a panel composed of experienced Kainos leaders. If successful, new practices are given a formal investment package, typically composed of development time, specialist recruitment and external expenditure.
For example, our Intelligent Automation practice, graduated from this process and was launched in August 2020. The team, now 32 people, including externally recruited experts, has allowed us to undertake small, focused engagements for existing and new clients. We have every belief that our Intelligent Automation practice will follow the success of our Data and Artificial Intelligence practice, which is now over 120 specialists.
To support innovation activities and strategic decision making across Kainos, we have invested in a team dedicated to technical and market research. The team's activities include providing foresight and research into emerging technologies, interpreting developing trends and identifying market insights.
"WE TAKE THE VIEW THAT OUR PEOPLE, WHO ARE OFTEN DEEPLY ENGAGED WITH OUR CUSTOMERS, ARE BEST PLACED TO IDENTIFY INTERESTING PROBLEMS."
Research and development expenditure, including product investment (2022: £6.2 million)
The team is continuing research into: the advances of machine learning and AI, such as reinforcement learning; sustainability, including green technology and applying sustainable models to our services; fog, edge and distributed systems for the creation of smart environments, devices and places; the ethical use of data and AI; advances and emerging concepts in the development of healthcare technology; and a range of other emerging concepts, including quantum computing and ambient intelligence, with a goal of understanding when they should approach a level of maturity and the impact they will have on our business and clients.
In addition to internally sourced ideas, we nurture relationships with a broad network of partner organisations. We are active in start-up ecosystems, working with entrepreneurial young companies. Our people mentor and support their teams, helping to increase success prospects for their business, and with the aspiration of identifying and developing joint commercial opportunities.
We also work with academic research partners and leading industry organisations, such as the Turing Institute, Digital Catapult and the Institution of Engineering and Technology as well as working with our strategic partners on further-frommarket technology and research.
Technology continues to develop at pace, and we look to continuously improve our delivery approach for our customers. These improvements reflect our most recent experience in delivering projects, as well as using the improvements in the platforms from Workday, Microsoft, AWS, UI Path, and other partners.
Within Digital Services, our continued investment makes us leaders in cloud native software and data engineering, delivering technology, practices and principles that enable our customers to achieve long-term success with digital and data transformation. Through our Digital Advisory Practice, we work on customer innovation, bringing our leading technical expertise and wide network of partners to bear on realworld problems, quickly delivering value for users.
Workday frequently releases software and functionality updates for their platform, and we ensure that these latest developments are reflected in our delivery approach and methodology. We also assess new modules, particularly Workday Extend, which allows customers to add unique functionality to their Workday system.
"THROUGH OUR DEDICATED INCUBATOR, WE ACCELERATE THE CREATION OF NEW PRACTICES, WHICH FOCUS ON BRINGING NEW TECHNOLOGIES TO CUSTOMERS THROUGH DEDICATED, HIGHLY SKILLED PRACTITIONERS."
"IN ADDITION TO OUR OWN OPERATIONS, WE AIM TO MAKE A WIDER IMPACT BY HELPING OUR CUSTOMERS, EMPLOYEES AND SUPPLIERS TO ACHIEVE THEIR OWN LOW CARBON FUTURES."
We have used the UN Sustainability Development Goals (SDGs) as a framework to assess and guide our efforts as a responsible company. Specifically, we have focused on five SDGs: Quality Education, Gender Equality, Reduced Inequalities, Good Health and Wellbeing and 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.
We are delighted that our employees are also shareholders. Every year, we gift shares to employees, and we also operate a save-as-you-earn sharedbased scheme(13). During the year we allocated 1,217,521 shares under all our share schemes, bringing the total allocated since 2015 to 11,147,073 shares.
The Kainos Board has nominated the following Directors to oversee ESG activities within the Company:
Each Director regularly meets with the appropriate internal teams to ascertain progress, set priorities and contribute to the plans in each area.
The last few years have seen Kainos invest in new practices focused on Intelligent Automation and Artificial Intelligence, which now have a combined headcount of more than 150 people.
One of the areas we are now focusing on is green software, developing sustainable models for the services we deliver to customers. And we are looking at ways of applying new technology
to use our scarce resources better. For example, software can be used to make systems smarter to optimise our consumption of energy, presenting new opportunities for software suppliers to innovate.
We have created a Cloud Carbon Calculator which enables us to calculate the carbon emissions saved as a result of migrating from local data centres
and embracing cloud modernisation, delivering startling reductions for customers. Further work will be done to collaborate with business and technical leaders to incorporate sustainability into our objectives and key results (OKRs), software development lifecycle and internal operational measures.
(13) We operate share-gifting schemes in UK, Ireland, Poland and US (from December 2022) and have cash equivalent schemes in all our other locations. At a closing share price on 31 March 2023 of 1,382 pence, our FY23 allocation is valued at £16.8 million.
HAVING ACHIEVED CARBON NEUTRALITY(14) IN 2021, WE REMAIN COMMITTED TO BEING CARBON NET ZERO BY 2025. OUR PROGRESS IS ALSO REFLECTED IN OUR IMPROVED RATING WITH THE CARBON DISCLOSURE PROJECT (CDP), WITH OUR RATING NOW 'B'.
In May 2022 we had our net zero Science Based Targets initiative (SBTi) targets confirmed (certificate KAIN-UNI-001- OFF), where we have committed, to reduce our Scope 1 and 2 emissions by 70% on an absolute basis and Scope 3 emissions by 45% on an intensity basis by 2026, using 2020 as our base year. We have invested in a market-leading tool, Watershed, to easily report progress towards these targets.
Building on our work this year, our priorities for FY24 include carbon reduction initiatives through engagement with our suppliers, green travel, education and awareness activities and increased understanding of the positive carbon-reduction impact our delivery work has on customers.
Our focus is to ensure that we understand, manage and reduce the harmful environmental impact of our business activities. In addition to our own operations, we aim to make a wider impact by helping our customers, employees and suppliers to achieve their own low carbon futures. For many of our customers, our digital solutions significantly reduce the carbon impact of the ageing, inefficient and manually intensive systems that we are replacing.
In our reporting, we adhere to 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 confirm that we continue to comply with all our environmental legal requirements across all our activities. This year there were zero breaches of any environmental regulations (2022: zero).
Our focus during the year was securing offsetting projects to underpin our carbon neutral status and ensuring that we remain on track for achieving carbon net zero by 2025.
Understanding our emissions and setting reduction targets underpins our carbon net zero ambition. We continue to account for our emissions in line with the GHG Protocols and as part of our SBTi commitments will reduce Scope 1 and 2 GHG emissions by 70% on an absolute basis and reduce Scope 3 GHG emissions by 45% on an intensity basis by FY26, using FY20 as our base year.
We completed our climate change disclosure, for the third year using CDP. This platform aligns with TCFD recommendations enabling us to continue implementing the framework, to support the reporting requirements for TCFD.
Our disclosures, consistent with the TCFD recommendations are summarised in the following tables. Further detail is available in this year's submission to CDP(15), alongside our previous detailed disclosures. Assessment of our former CDP submissions and related feedback have taken place and we have amended our risk assessment processes to identify, assess and respond to climate risks and opportunities.
(14) Carbon neutral through purchasing avoidance and reduction offsets from the voluntary market. Net zero by reducing emissions in line with targets and investing gradually in market removals, transitioning fully in 2025.
| Governance | Priorities for FY24 |
|---|---|
| a) Describe the Board's oversight of climate-related risks and opportunities. |
Our Board has decided that the process of identifying, assessing and responding to risks posed by climate change should form part of the Group Risk Register and be assessed, reviewed and monitored by the Audit Committee, who will raise appropriate matters to the main Board. |
| Our risk management framework and governance structure is described in further detail in the Risks and opportunities' section of this report. |
|
| b) Describe management's role in assessing and managing climate related risks and opportunities. |
Environmental sustainability is a core focus for our business, with our CEO acting as the ultimate sponsor and responsible individual for our strategy. This creates continuity between operational and Board focus on this area. |
| Our Board Chair is the Non-Executive Director sponsor for climate-related issues. Our Board has overall responsibility and accountability for the implementation of our climate action strategy, its associated reduction of our carbon impact and business opportunities. |
|
| Operational activities are led by our Executive Sponsor Stephan Sakowicz, alongside a dedicated Environmental Lead responsible for the day-to-day co-ordination with our Sustainability Group. |
|
| Management ensures that climate-related risks and opportunities are appropriately reviewed and acted upon, including monitoring and documenting progress towards mitigating activities through our Enterprise Risk Register. |
| Strategy | Priorities for FY24 |
|---|---|
| a) Describe the climate-related risks and opportunities that organisation has identified over the short, medium and long-term. |
Potential areas of risk While we have placed a high priority on reducing our climate impact and we believe that the likelihood of climate-related risks occurring as 'moderate-to-major', we have assessed the impact of these events on our business as being 'moderate'. |
| Physical. Extreme weather events could result in damage to our office locations, restrict business travel, disrupt cloud and internet connectivity providers, cause regular interruption to power supply, or disruption to supply chains, for instance the supply of laptops. |
|
| Transition. We could experience reputational damage if we fail to meet our climate targets; or the increased cost for carbon offsetting programmes may result in additional business cost. |
|
| Potential areas of opportunity We use our Sustainability Group to assess potential opportunities in responding to the climate crisis. Ideas are shared with our internal climate action community (which has over 270 members) for feedback and further development. |
|
| 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. |
|
| Reputation. Enhanced reputation and business opportunity by being a sustainability leader in the technology sector. |
|
| b) Describe the impact of climate related risks and opportunities on the organisation's businesses, strategy, |
Potential areas of risk Using our enterprise risk framework, our initial assessment of the impact of climate related risk to our business is moderate. |
| and financial planning. | Our target of being a carbon net zero company by 2025, forms part of our organisational strategy, and is identified as a key business objective towards meeting our goals. |
| Through our supplier assessment process, we are addressing the climate risk actions of our suppliers and looking for opportunities to better manage climate related risk. |
|
| Following feedback from our SBTi submission (mid-2022), we have reviewed each of the climate risks for materiality and updated our Risk Register accordingly. |
|
| Potential areas of opportunity Given the significant reduction that well-designed digital services can have on the carbon footprint of an organisation, we expect the demand for our climate-related services to grow significantly in the years ahead. |
|
| The Carbon Calculator is one such example, which allows organisations to calculate the cost and carbon reduction of moving services or data from on-premise settings to cloud locations. |
|
| c) Describe the resilience of the organisation's strategy, taking into consideration different climate related scenarios, including a 2-degree lower scenario. |
We did not complete scenario planning for different climate-related scenarios this year. Based on our assessment of TCFD, our Carbon Disclosure Project (CDP) report and feedback, and our Net Zero Plan we believe we are aligned with a 1.5-degree Paris commitment. For us, achieving our Science Based Target initiatives (SBTi) is our priority. |
For more information on our risk factors and uncertainties see pages 54 to 59
| Risks | Priorities for FY24 |
|---|---|
| a) Describe the organisation's processes for identifying and |
Our approach to assessing risks is described in more detail in 'Risk factors and uncertainties' section of this report. |
| assessing climate-related risks. | We added the climate-related reputational risk, should we not act or act too slowly, to our register in 2021, as a principal risk. All principal risks are overseen by our Audit Committee, which assesses the material risks to our business and the plans to mitigate and manage their potential impact. The impact of this risk as well as the process for identifying and managing risk is detailed in the 'Risk factors and uncertainties' section of this report. |
| 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 Committee. Climate-related risks are reviewed as part of this process. |
| c) Describe how processes for identifying, assessing, and managing |
The responsibility of identifying risks is allocated to the Executive and Leader teams within Kainos, which represents a community of over 80 of our most senior leaders. |
| climate- related risks are integrated into the organisation's overall risk management. |
Those risks that are assessed as significant are allocated a dedicated owner to ensure that a mitigation plan is put in place. |
| For example, ensuring that all our internal systems are cloud-hosted, will be the responsibility of our Chief Information Officer. |
|
| Metrics and targets | Priorities for FY24 |
| a) Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk |
In our reporting, we adhere to 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). |
| management process. | At present we use 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 our absolute emissions and relevant intensity ratios. |
| We have signed up to the SBTi and are committed to reduce absolute Scope 1 and 2 GHG emissions 70% by FY26 from a FY20 base year. We remain committed to reduce Scope 3 GHG emissions 45% per unit of value added within the same timeframe. |
|
| The SBTi classifies targets against the long-term temperature pathways of well below 2°C and 1.5°C. SBTi's Target Validation Team has classified our Scope 1 and 2 target ambition and has determined that it is in line with a 1.5°C trajectory. |
|
| b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks. |
We calculate and disclose our emissions from Scope 1 and Scope 2 in compliance with SECR regulations. We also disclose full Scope 3 emissions as well as the specific Scope 3 emissions as they relate to business travel. Our emissions are externally verified. |
| Further information about our emissions is contained in the following sections. | |
| 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 carbon net zero in 2025 for full Scope 1, 2 and 3 emissions. From our base year (FY20) we have reduced Scope 1 and 2 emissions by 59% and Scope 3 emissions by 9%. With our headcount growth since FY20, we have reduced our overall emissions per average number of employees (headcount intensity ratio) by 50%. |
| Our gross profit-driven Scope 3 SBTi target for FY23 was 16,069 tonnes. With our actual FY23 Scope 3 emissions of 9,222 tonnes, we are ahead of the target set. |
|
| The FY23 SBTi target for Scope 1 and 2 emissions was set at 323 tonnes. Again, in comparison with our actual FY23 Scope 1 and 2 emissions of 204 tonnes, we are well ahead of the target set. |
|
| As noted, in line with SBTi we aim to reduce absolute Scope 1 and 2 GHG emissions 70% by FY26 from a FY20 base year and reduce Scope 3 GHG emissions 45% per unit of value added within the same timeframe. |
During the year we made our third submission to CDP, the not-for-profit charity that runs the global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts.
As part of that submission, CDP generates a 'score report' which allows participants to understand their score and identify actions to improve their climate governance. This year we were awarded a 'B' rating (2022: 'C' rating) indicating that we are actively managing our climate impact.
As in previous years, we rely on external environmental experts to assess and advise on our environmental impacts. We are working with Watershed to measure and report on our emissions.
Our carbon impact for the year, detailed across Scope 1, 2 and 3, was as follows:
Compared to 2022, our total emissions for this year (9,426 tonnes CO2 e) (2022: 7,735 tonnes CO2 e) increased by 22%, largely linked to an increase in business travel and the 11% increase in staff numbers and additional footprint generated (e.g. commuting, electricity, usage in the office and waste). There are reduction initiatives in place to reduce business travel, encourage "greener" commuting, to move remaining offices to 100% green power (where possible) and to ensure that waste is fully recycled in all our locations worldwide. Our policies are being enhanced to support these initiatives.
Compared against our base year (2020), our emissions are significantly reduced. Our Scope 1, 2 and Scope 3 business travel emissions in 2020 were 5,524 tonnes CO2 e; the same emissions for the past year represented 2,115 tonnes CO2 e, a reduction of 62%.
Similarly, our total emissions (inclusive of Scope 1, 2 and full Scope 3) for last year represent a circa 9% reduction from our 2020 base year, despite our staff numbers increasing by 77% over the same time period.
Our FY20 Scope 1, 2 and full Scope 3 emissions were 10,324 tonnes CO2 e. As a result, our carbon intensity figure (tonnes CO2 e per employee) has reduced from 7.3 tonnes CO2 e in 2020 to 3.6 tonnes CO2 e in 2023, a reduction of 51%.
In 2022 we offset our total emissions to maintain our carbon neutrality status, at a cost of £82,000 (2022: £45,000). We will continue this practice, again utilising 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 best opportunity to invest in
programmes that offer positive social, as well as environmental, impacts.
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. Kainos has 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.
We are working with DEFRA and the wider UK Government to meet the commitments defined within the Greening Government ICT and Digital Services Strategy 2020-2025, through collaborative partnership. As part of this activity, we signed the GDSA Charter in January 2023.
| Global tonnes of CO2e | ||||
|---|---|---|---|---|
| GHG emissions data for period 1 April 2022 to | 2023 | 2022 | ||
| 31 March 2023 | UK | Non-UK | UK | Non-UK |
| Combustion of fuels and operation of facility (Scope 1) |
77 | 23 | 86 | 26 |
| Emissions from purchase of electricity, heat, steam and cooling purchased for own use (Scope 2) |
25 | 79 | 15 | 69 |
| Business travel (Scope 3) | 1,343 | 568 | 275 | 107 |
| Total emissions by location | 1,445 | 670 | 376 | 202 |
| TOTAL EMISSIONS FOR YEAR | 2,115 | 578 |
| Company is responsible (Scope 1 and 2) | 2023 | 2022 |
|---|---|---|
| kWh (thousand) | 1,039 | 1,095 |
The following table expresses our annual emissions in relation to quantifiable factors associated with our activities.
| Intensity ratios | 2023 | 2022 |
|---|---|---|
| tCO2 e/£ million revenue |
5.64 | 1.91 |
| tCO2 e/average number of employees |
0.81 | 0.28 |
The decommissioning of all our physical servers commenced in May 2019 and is now complete. This year decommissioning accelerated, retiring 69 physical servers and 380 virtual servers, our carbon emissions have reduced by 19.6 tonnes CO2 e per year as a direct result of this project.
In delivering projects to our customers, we have always prided ourselves on being able to work flexibly; whether responding to a customer deadline, a location preference or a change in priorities. Our approach internally has been the same, with a focus on supporting our colleagues in working in the most effective way possible, whether that is working from home, from one of our offices, from client site or while travelling.
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.
In addition to supporting our people to work effectively in a more flexible manner, 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.
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, over 152 tonnes were reused, and 47 tonnes recycled. In total 201 tonnes (100%) of WEEE was diverted from landfill.
We are in the fourth year of our arrangement with our disposal partners and over that time we continue to generate funds for charitable causes from disposing of our old equipment. These funds have been donated to our charity partners, principally Doctors without Borders (Médecins sans Frontières) as well as being used for our charity grants which support our colleagues when fund-raising for their preferred, individual charities.
Hybrid working We support our colleagues in working in the most effective way possble
OUR SUCCESS DEPENDS UPON THE ABILITY, SKILLS AND MOTIVATION OF OUR PEOPLE. WE THEREFORE FOCUS ON ENGAGING WITH OUR PEOPLE, PROVIDING THEM WITH OPPORTUNITIES TO DEVELOP THEIR CAREERS AND MAKING IT EASY FOR THEM TO STAY AT KAINOS TO BUILD THEIR CAREER.
Everyone in Kainos shares in the responsibility of creating a great place to work; however it is our Chief People Officer, appointed in 2017, who sets the strategy for all our people-related activity.
Alongside supporting them while they are working, part of our responsibility is to support them outside of work. This ranges from healthcare benefits to community volunteering.
To make sure that we perform consistently, every year and in every location, we use our Workday platform to record all our employee information – everything from salary and benefits to performance and career planning, colleague feedback and diversity characteristics.
Our ambition is to be a great employer. A key part of achieving that ambition is for our people to tell us when we get it right and to tell us about the areas where we can improve.
Historically we have used the Sunday Times 'Best Companies to Work For' annual survey as a confidential way for our colleagues to share this feedback. Having first appeared in the Top 100 of companies back in 2012, we were delighted to still be included in the same list until we switched to Workday Peakon.
While the insight that the Best Companies survey provided was incredibly valuable, the annual nature of the survey made it more challenging to assess the immediate impact of any changes that we implemented. As a result, we moved to Workday Peakon, an intelligent listening platform that allows for more timely feedback, provides a holistic view of employee sentiment and allows comparison against circa 350 global technology employers.
Peakon allows organisations to request feedback at any interval; we ask our collegues for feedback on a monthly basis. Based on feedback from our people, our level of employee engagement remains high at 81%, as are our ratings for diversity and inclusion 84% and wellbeing 78%.
We also continue to measure engagement through Glassdoor, the online career community with over 59 million users that enables current and former employees to provide feedback on companies. In May 2023, Kainos had an approval rating of 86% and 83% of respondents would recommend working at Kainos to a friend; these are well above the average ratings across 2.2 million companies of 74% and 67% respectively. In early 2023, we were once again designated to be in the '50 Best Places to Work in the UK' annual Employee Choice awards from Glassdoor, ranked #No. 39.
Our listening platform allows for timely feedback, provides a holistic view of employee sentiment and allows comparison against circa 350 global technology employers.
We work hard to retain the talented people already in Kainos. We are also very focused on recruiting new 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 2023, our headcount grew by 298 to 2,990 people (2022: 2,692).
As part of our recruitment activity, we continue to operate a referral scheme. We believe that referrals, where a new employee has joined Kainos because of a recommendation from an existing employee, is a good indicator of existing employee engagement. This year 153 people joined as a result of a referral from an existing employee.
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 88% of our colleagues made the choice to stay and develop their career at Kainos (2022: 86%).
We take great enjoyment in marking the significant work anniversaries of our colleagues. During the year 53 people (2022: 100) celebrated their five-year anniversary, and a further 60 marking their 10, 15, 20, 25 or 30-year anniversary of joining Kainos (2022: 58).
We believe that it is important to celebrate the achievements of our colleagues and our recognition scheme allows any person in Kainos to nominate an inspirational colleague. We centre this scheme around our values – creativity, honesty, cooperation, determination and being respectful. During the year, over 3,500 awards were made to recognise the contribution of colleagues.
We also believe that our colleagues have many ideas about how we can improve as an organisation. Over the past six years, our staff ideas portal has received 504 suggestions. Of these, 126 have been implemented, 33 were approved for implementation and 199 were not taken forward. Currently, 146 ideas are being more fully explored and are in review.
Peakon scores:
| Engagement | 81% |
|---|---|
| Diversity & Inclusion | 84% |
| Wellbeing | 78% |
Glassdoor approval rating:
| 2023 | 86% |
|---|---|
| 2022 | 86% |
Staff retention:
| 2023 | 88% |
|---|---|
| 2022 | 86% |
Headcount: An increase of 298
| (2022: 668) | ||
|---|---|---|
| 2023 | 2,990 people | |
| 2022 | 2,692 people | |
| Employee referrals: | ||
| 2023 153 new people employed |
| 2022 200 new people employed |
|
|---|---|
| --------------------------------- | -- |
Recognition awards:
| 2023 | 3,500+ awards received | |
|---|---|---|
| 2022 2,274 awards received |
We strive to create the conditions for our people to deal with the normal stresses of life, to feel fulfilled and productive at work and to be able to contribute to their communities. In our wellbeing approach, we focus on empowering and supporting our people across five areas: emotional, physical, social, career and financial wellbeing.
We have a dedicated wellbeing portal which is regularly updated with selfcare materials, articles, guides, learning and hints and tips developed with and by our people with the aim of helping employees to manage their own wellbeing and that of others.
During the year we measured 53,000 wellbeing engagements across all our channels, including those on our wellbeing portal, Yammer, webinars, Workday Peakon and our Mindset tools.
We are focused on the mental and psychological wellbeing of our colleagues, to ensure that they are realising their full potential and coping with their dynamic lives.
Since 2020 we have operated our online Mindset wellbeing platform which is designed to empower our people to explore their own emotional wellbeing through 25 practical learning modules across a range of topics. Currently 1,492 people are actively using the platform, giving the learning a 96% satisfaction rating.
We launched our wellbeing app in 2021, which covers physical and emotional wellbeing, including fitness, nutrition, mediation techniques and wellbeing insights. To date, 533 people (2022: 479) actively use the app.
In addition to these self-directed activities, we have trained 44 volunteers from across all our office locations as 'wellbeing champions'. These dedicated volunteers are equipped to have supportive conversations with our people and, if required, direct them to further support or professional help.
Professional support is available globally through our Employee Assistance Programmes, offering 24/7 confidential access to expert advice (telephone, virtual and face-to-face) across a range of areas including wellbeing, financial and legal advice.
Using the mindset platform:
| 2023 | 1,492 people | |
|---|---|---|
| 2022 | 1,400 people |
Using the wellbeing app:
| 2023 | 553 people | |
|---|---|---|
| 2022 | 479 people |
Wellbeing champions:
| 2023 | 44 people | |
|---|---|---|
| 2022 | 31 people |
Accessing the employee assistance programme:
| 2023 | 164 people |
|---|---|
| 2022 | 190 people |
We are proud to support Ulster University's new Belfast campus in launching an Artificial Intelligence Research Centre (AIRC), and as a leading digital technology company, we're committed to promoting research and skills development in Northern Ireland.
The AIRC represents an innovative collaboration between industry and academic experts that aims to inspire the next generation in harnessing the power of Artificial Intelligence (AI) to make a positive impact on society.
The partnership is made up of three workstreams, focusing on knowledge sharing, undertaking strategic research, and developing best practice guides for both industry and academia. We will be surfacing problems from across our broad customer base to gain insight into industry-specific challenges and conducting sessions with Ulster University to identify opportunities that fit with existing knowledge and research interests.
The AIRC will explore how using ethical, trustworthy and responsible AI can deliver positive change for people everywhere, as well as helping our customers to work smarter, faster and better in line with our ethos of delivering change for good.
Support for managing physical health and energy is provided through our self-directed mindset and wellbeing platforms described earlier, and through a range of activities that include our wellbeing webinars, women's health initiatives, supported cycling schemes and employee-led sport, fitness and charity events.
While these measures focus on preventing health issues, we also recognise that our colleagues can require support when health-related issues arise. On a global basis, Kainos continues to offer private medical and permanent health insurance.
During the year, sickness absence decreased to 5.8 days (2022: 6.5 days), which is slightly above the UK average of 5.7 days.
| 5.8 days per person | |
|---|---|
| 6.5 days per person | |
| Accessing private medical insurance: | |
| 417 claims | |
| 326 claims | |
| Accessing permanent health insurance: | |
| 3 people | |
| 3 people | |
We enjoy being a social company, providing the opportunity to have meaningful relationships and creating an environment where our people feel engaged, supported and included.
Our network of 21 Location Advocates is made up of interested people who, working with local social committees, plan and organise inclusive social events that appeal to local teams. These events aim to bring people together virtually or in person to connect, network and have fun. These can be unique to individual offices (art sessions, board game nights, quizzes), but there are also themes across our locations: a staff party and family-friendly events in December, summer BBQ and payday lunch or drinks. In addition to these location-focused events, we also encourage quarterly social meetups at a team level. Kainos pays for all expenses linked to these events.
Staff entertainment expenditure:
2023 £2.0 million 2022 £1.2 million
As a growing company, we are continually able to offer people opportunities to develop their career and to undertake meaningful, professional work.
Our global capabilities are responsible for developing the skills, qualifications and confidence of our colleagues. There are over 20 global capabilities, covering disciplines such cyber security, experience design, engineering and reporting and analytics. We have 927 people managers of varying levels of seniority, who are responsible for supporting our people's career development day-to-day.
We use an annual performance appraisal, conducted between each person and their people manager, as a dedicated, detailed review of the year and as a planning exercise for the year(s) ahead. This conversation is complemented with monthly 1-2-1s, that ensure career plans are being progressed, although a person can reduce the frequency of the 1-2-1 discussions to match their career requirements.
Our people are supported by practical tools such as our online coaching portal comprising 24 self-study modules, with over 800 people having completed the learning to date.
People managers undertake our Effective Manager programme, which covers core management skills, personal leadership skills, everyday coaching and giving and receiving feedback. Over 900 of our people managers have completed this training, which will be professionally accredited in 2024.
1,492+
People using online Mindset tools 2022: 1,400
5.8 days
Sickness absence decrease 2022: 6.5 days
Alongside the career planning and support, we invest heavily in training and certifications for our people, with over 18,000 trainings days completed in the past year. We have a diverse curriculum of internal courses (which we call 'Kainos MAP') and comprehensive self-study materials to support external technical and professional qualifications and certifications.
Partly in response to the pandemic, we transitioned our learning curriculum and approach to a virtual delivery model. This has increased the global participation on our training programmes, although it has reduced the opportunity for our colleagues to build their personal networks as they would if they were attending in-person courses.
Number of promotions:
| 2023 | 466 people | |
|---|---|---|
| 2022 | 413 people |
Annual appraisals completed:
| 2023 | 100% |
|---|---|
| 2022 | 99.1% |
| Training expenditure: |
| 2023 | £1.8 million | |
|---|---|---|
| 2022 | £1.4 million |
We recognise the significant role that we play in the financial wellbeing of our people. We have therefore created a compelling reward framework for our colleagues, designed to support their needs as they move through their career at Kainos.
This encompasses salary, bonus (where applicable) and pension. It also includes a comprehensive benefits package, some of which has been detailed in previous sections.
One of the reasons that we chose to become a public company was the ability to make it easy for everyone in Kainos to become a shareholder and to share in the value that they have created.
Every year, we gift shares to employees in the UK, Ireland, Poland and US (from December 2022) and operate cashequivalent schemes in all our other locations. In addition, we operate a save-as-you-earn shared-based scheme. In FY23 we allocated 1,217,521 shares under all our share schemes, bringing the total allocated to 11,147,073 since we became a public company.
Our colleagues regularly share stories of how they have used the proceeds from their share sales to support them in various life events – ranging from a first car to a deposit on a first home.
In the current economic climate, we have increased our content aimed at supporting people in situations where there is significant financial related pressure. This content includes webinars and the publication of our financial wellbeing guide. This guide offers practical advice for managing personal finances, including budgeting, debt management and links to finding out more about our Kainos reward offerings.
Shares allocated in 2023:
shares (£16.8 million at 31 March 2023 closing price(16)
Shares allocated since 2015:
shares (£154.1 million at 31 March 2023 closing price(16)
We have colleagues from 62 different nationalities and, whilst diversity is not only defined by nationality, we appreciate the value of having a diverse, international workforce.
We remain 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 to our business. Our publicly available Diversity and Inclusion (D&I) policy commits to a culture that is responsive to the needs of all groups and a zero-tolerance attitude to bullying, harassment, exclusion or victimisation.
Diversity and inclusion are an integral part of our Company strategy because we know that by having more culturally diverse leadership and teams, we are more likely to have increased staff wellbeing and innovation, and have higher rates of staff engagement and retention.
With a more diverse work environment, we are better able to deliver technology and services that meet the diverse needs of users and citizens and through diversity of thought quickly bring new innovations into market.
With a more diverse and inclusive culture, we can perform better as an employer and for our customers while driving higher growth and profitability and better meet or exceed global equality standards and laws.
We have a Global D&I Council comprising colleagues from various levels across our entire business. Sponsored by our Chief People Officer, this group drives delivery of our D&I programme. This is supported by our Employee Network Groups: Xpression (LGBTQ+), Inspire (gender diversity), Voice (ethnic diversity) and Neurodiversity.
These groups work as support networks, educators and voices for these communities and each group is sponsored by a member of the Executive Team to ensure representation at all senior decisionmaking forums.
| Inspire (women): | ||
|---|---|---|
| 2023 | 595 members | |
| 2022 | 446 members |
| 2023 | 408 members | |||
|---|---|---|---|---|
| 2022 | 321 members | |||
| Voice (ethnic diversity): | ||||
| 2023 | 327 members | |||
| 2022 | 275 members | |||
| Neurodiversity ENG: | ||||
| 2023 | 213 members | |||
| 2022 | 115 members |
We continue to use our Workday VIBE Index™ to understand the diversity that exists across our business. Launched in 2021, VIBE (Value, Inclusion, Belonging and Equity) empowers colleagues to voluntarily disclose details about ethnicity, disability, marital status, religion, citizenship status, nationality, sexual orientation, sex at birth and gender identity.
To date, over 2,600 of our colleagues have updated part or all of their diversity information, representing 93% (2022: 90%) of all colleagues. This ensures that our planned D&I activities and the day-to-day work of our network groups are focused on these areas that are important to our people.
Over 3,300 people have now completed our Inclusion, Equity, Diversity and Equality eLearning (2022: 2,316).
This year our global D&I plan included campaigns to help our people to talk, learn and unite around our differences. Examples include our webinar speaker series which included thought provoking discussions about building confidence to talk about race, how to practice everyday inclusion, understanding unconscious bias, and tackling excluding behaviour. Over 1,000 colleagues attended these sessions, and over 2,400 colleagues have completed our online unconscious bias eLearning module.
Diversity and inclusion We have colleagues from 62 different nationalities
Driven by our Inspire Employee Network Group (women), we have established a new male allies group. Involving 26 men from across Kainos, the purpose is to work with Inspire to champion women in Kainos through increased awareness of the challenges faced by women in technology, and proactively ensure support and change for the better. Recent examples include increased awareness and education about women's health, menopause awareness and updated policies.
This year we were proud to sponsor Harkin Summit, the international disability employment conference. Held for the first time outside the US, this conference provided a powerful opportunity for our people to showcase our diversity and inclusion initiatives, our inclusive design capability and to connect with others to share perspectives and experiences, all of which is used to help shape the work of our D&I Council and Network Groups.
Working with globally recognised inclusion and diversity experts our Executive Team participated in an Inclusive Leadership programme designed to equip the 17 participants to recognise the key role they must play in shaping a positive working environment. It also sought to embed inclusive leadership into their decision making. The programme will continue with a second cohort of leaders to be delivered in the year ahead.
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, the leading membership organisation who are experts in workplace inclusion. Our progress has also included achieving Disability Level 2 employer status.
Employees opting to disclose their diversity data:
| 2023 | 93% |
|---|---|
| 2022 | 90% |
Gender diversity remains a challenge within the wider industry, where 22% of roles in technology are undertaken by women(17) and nationally, women hold 5% of executive management roles(13).
In considering Kainos employees, there are 946 women (2022: 787), 1,792 men (2022: 1,520) and 55 colleagues that are non-binary or transgender or have chosen not to disclose this information (2022: 42). Viewed as proportions, 34% of our workforce are women (2022: 33%), 64% are men (2022: 65%), 2% are non-binary, transgender or prefer not to disclose this information (2022: 2%).
There are 229 women at manager level or above (2022: 171) and two women hold executive management roles (2022: two). As proportions, women holding manager level and above, roles represent 29% (2022: 27%) with women holding 12% of executive management roles (2022: 12%).
On the Kainos Board, two of the four (50%) Independent Non-Executive Directors are women (2022: 50%). Including the Executive Directors, 33% of our Board are women (2022: 33%). All Board members identify 'White/ European' as their ethnic group.
We recognise that the underrepresentation of women in Kainos and in the wider sector, means that our journey towards gender parity will take several years. Our gender parity plan identifies three key themes and associated actions plans, outlined in the following sections.
of women already in Kainos Working with industry leadership experts our six-month programme, Empowering Leaders was delivered. The programme focused on supporting the continued development of the 14 women participants. In addition to the personal development goals for those in the programme, it established a cohort of women role models, ambassadors and advocates that are inspirational for women in, or considering a career in, the digital sector.
To further support our women in Kainos our Inspire Employee Network Group launched the third round of their mentoring initiative. This programme is designed to empower women in Kainos to develop their own leadership skills as mentors and to expand the knowledge and skills for the mentees.
We have retained our partnership with Everywoman, a leader in the advancement of women in business, to provide specialist learning and development programmes for women across Kainos.
We believe that the most effective way to encourage people to join Kainos is to showcase our existing talented women. This year we had seven finalists across several awards and categories, including Diverse Ethical Leadership, active commitment to Driving Positive Change for Women In Technology and Innovation And Expertise in delivering Digital Transformation.
consider and adopt digital careers The 'Outreach' section in this report provides more detail of our activities including the gifting of digital bursaries to undergraduate women studying at university, and women-only events for young women considering a digital career. We were delighted to engage 414 young women in our virtual outreach programmes, where over 1,800 students participated.
| Gender identity: | |||
|---|---|---|---|
| 2023 | 34% | 64% | 2% |
| 2022 | 33% | 65% | 2% |
Women Men Non-binary, transgender or prefer not to disclose this information
Women at manager level and above:
| 2023 | 29% |
|---|---|
| 2022 | 27% |
Women at executive level:
| 2023 | 12% |
|---|---|
| 2022 | 12% |
Part of our role as a leading digital company is to promote awareness of digital technologies amongst school leavers and young people. This responsibility extends to helping these young people to build the skills that can help them forge a fulfilling career in technology.
Since 2015, we have engaged over 7,000 young people in the UK, Ireland and Poland through our outreach activities
and during the year were recognised as "Inspirational STEM employer" and "Outstanding Contributor" for widening participation, diversity and inclusion at this year's X2 STEM Learning awards.
We have redeveloped our outreach programmes to be either in-person or virtual. In total, over 1,800 young people were involved in one of our programmes, offering students aged 14-19 an enjoyable and engaging insight into the career opportunities available in digital technology.
In addition to our popular virtual work experience programme, 197 students attended our global, one-week CodeCamp event, over 300 young people participated in our Digital Insights events in Data Science and Artificial Intelligence, and through our CodeClub for young people aged 9-13, we hosted 94 young people and included the launch of our first CodeClub in Poland. This year also saw the return of our in-person education conference where over 300 students came together to learn about the latest advancements in the world of technology.
This year we offered new learning to support colleagues to become outreach mentors, which significantly increased participation – over 170 collegues recorded over 500 days of mentoring support for young people (2022: 74 mentors and 469 days).
Our Digital Bursaries are aimed at widening the participation of young people who are traditionally underrepresented at university. Launched in 2021 and partnering with Queen's University Belfast and Birmingham City University, we will support 60 young people and women attending university.
Wellbeing engagements measured across all our channels 2022: N/A
229 women at manager level or above 2022: 171
Over 170 colleagues recorded over 500+ days of mentoring support for young people 2022: 74 mentors and 469 days
Since Kainos was founded in 1986, we have recognised our responsibility to provide roles for people starting their career in industry, particularly those with a focus on technology.
In the year, we recruited 184 graduates (2022: 142) and 22 placement students (2022: 17). These roles were based across our Amsterdam, Antwerp, Atlanta, Belfast, Birmingham, Derry, Gdańsk, Indianapolis, London, and Toronto locations.
We continue to operate our popular Earn as You Learn® apprenticeship scheme, which has proven particularly successful since its inception in 2013. Designed to encourage young people into the digital industry, Earn as You Learn® has allowed us to identify talented young people outside our traditional graduate recruitment activity. Since the launch, 84 young people have joined us through this programme (2022: 74).
Our people propose and decide on our global charity, which we support for a minimum of two years. We allocate 50% of our funds to our global charity (currently Doctors without Borders or Médecins sans Frontières), with the other 50% supporting local charities.
We have volunteer-led charity committees at all our locations, who organise fund-raising activities and decide which local charities receive support. Kainos provides financial support for all these activities. During the year, charitable donations increased to £77,000 (2022: £45,000).
Everyone in Kainos can avail of two, paid-for days every year to get involved in social and charitable activities. In the past this has covered activities like volunteering on emergency transport and nature reserve maintenance; over the past year this has seen an increase in activities, particularly in Gdańsk, supporting Ukrainian refugees. Following the Russian invasion of Ukraine, we have supported a local charity in Gdańsk called Fundacja Nagrodzkiego. Funds raised by staff, combined with donations from Kainos, have co-funded the purchase of a van dedicated to supplying food and other supplies to orphanages in the Kramatorsk, Kherson, Chernihiv and Kyiv region (15 tonnes delivered). The same van has been used to transport 65 women and children back to safety from areas experiencing heavy fighting and bombardment.
We have also funded the renovation of a bomb shelter in a primary school in Kulykivka (Chernihiv region). Following frequent Russian attacks on the civilian buildings in the area, only schools with a bomb shelter were permitted to remain open. In December 2022, the shelter restoration work was completed, and 700 children were able to safely return to regular school education.
Graduates and students employed:
Virtual placements and insight sessions:
provided
young people since FY22 launch (target being 60 by FY25)
EAYL apprenticeships: 84
places in ten years
Our digital bursaries will support 60 young people from backgrounds that are traditionally under-represented at university
OVER THE PAST 36 YEARS, WE HAVE CONSTANTLY DEMONSTRATED OUR COMMITMENT TO HONESTY AND INTEGRITY IN OUR BUSINESS UNDERTAKINGS; AND ADHERING TO BEST PRACTICE IN TERMS OF CORPORATE GOVERNANCE.
We view this as spanning our commitments to all our stakeholder groups, our policies underpinning our business ethics and ensuring that all our employee and customer data is held confidentially.
The Directors of Kainos 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 ("Companies Act").
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 factors, including:
Directors are briefed on these duties as part of their induction and through regular ongoing training. They also have access to professional advice about these duties, from the Company Secretary or, if necessary, from an external independent advisor.
The Directors consider, both individually and together, that they have exercised care in their decision making, are cognisant of their s.172 obligations, and take into consideration the needs and interests of the various stakeholder groups as part of all Board decision-making. Under section 172, we consider our stakeholder groups to be our workforce, our customers, our shareholders and our communities.
We recognise that the importance of a topic may vary between stakeholder groups and that there may, occasionally, be a conflict in the interests of different groups. Recognising that not every decision can support each group equally, the Board is committed to effective engagement with our stakeholders to understand their interests and priorities.
In addition to the detailed reports provided to the Board as part of our monthly internal reporting, the Directors engage directly with stakeholder groups as appropriate. The table below sets out the stakeholder groups which the Board has identified and provides examples of the Board's engagement with each of these groups and the outcomes. Further examples can be found throughout the Strategic Report.
Over 170 colleagues recorded over 500+ days of mentoring support for young people 2022: 74 mentors and 469 days
The skills, motivation and engagement of the people working in Kainos are key to our success. As the previous sections indicate, we place immense value on ensuring that our colleagues are engaged, rewarded and that we are focused on their wellbeing.
We engage to understand how they view Kainos as an employer and where we can improve. This in turns helps us to attract and retain the talent we need to fulfil our growth plans.
Further information regarding our workforce engagement is set out in the Corporate Governance Report and is referenced in the Social: our people and our communities section of this report.
| Employees | |
|---|---|
| Their interests | • Their reward and benefits. • Their career progression. • The training and development opportunities we create. • Our culture and strategy. • Teamwork and peer and manager support. • Their health and wellbeing. • Diversity and inclusion. • Our ethical stance as a Company. |
| How we engage | • We use the Workday Peakon employee engagement platform to measure engagement and capture anonymous feedback on a monthly basis about our strengths and areas for improvement. • The Culture and Development Group (chaired jointly by the CEO and Chief People Officer) is the Company's formal workforce advisory panel. It meets monthly and reports regularly to the Board on people-related matters. • The Directors have regular opportunities to engage with the wider company through office visits, attending our all-staff annual conference and presentations from staff as part of our monthly Board meetings. • Our CEO holds monthly 'Kainos in Brief' sessions with staff groups, to share news and progress against objectives and strategic ambitions, and to receive direct input from staff. • Our Executive Team hosts strategy review sessions with staff groups twice yearly to discuss culture, engagement and performance. • We operate an internal social network platform (Microsoft Yammer) which creates the opportunity for every person to publish, share and comment about all aspects of working in Kainos. |
| Outcomes | • A high employee engagement score, currently recorded as 81% in Peakon. • The outputs from the Peakon survey are shared with the Board on a six-monthly basis and the same information is available to all staff through the Peakon online dashboards. Progress against the continuous improvement plans created to address feedback is reported each month to the Executive Team, quarterly to the entire workforce and twice yearly to the Board. • During the past year, colleagues have contributed 11,023 posts to Yammer. |
A high employee engagement score recorded in Peakon 2022: N/A
We engage with our customers so that we can understand their evolving needs and their attitudes towards our service, so we can continue to support them effectively and deliver high levels of customer satisfaction. This enables us to generate repeat business with customers 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 as a Company. |
| How we engage | • We work with over 800 customers and our project teams will typically interact with them daily. Feedback or escalations will be shared within the project team and, where appropriate, with the Executive Team and the Board. |
| • We use online surveys to obtain feedback about our performance and customer satisfaction across all our customers. Surveys happen on a rolling basis, with customers asked for feedback twice a year. The output is shared monthly with the Board and is reported in our investor presentations every six months. |
|
| • The Executive Directors, primarily the CEO, will meet with customers during the year, typically our largest customers. |
|
| • At a Board level, project success stories and retrospectives are included as part of the regular Board agenda, with the teams directly involved in the project presenting to the Board and receiving Board input and feedback. |
|
| Outcomes | • We received 553 customer engagement surveys, with 99% rating us 'Good', 'Very good' or 'Excellent' overall. Responses are used to inform our continuous improvement programme, which aims to meet or exceed customer expectations on every project. |
| • During the year, a total of nine team success stories, two external speakers and two retrospectives were presented to the Board. |
We received 553 customer engagement surveys, with 99% rating us 'Good', 'Very good' or 'Excellent' overall 2022: N/A
We value the support of our shareholders and recognise their interest in our strategy, our performance and our progress on key strategic programmes.
| Investors and shareholders | |
|---|---|
| Their interests | • Our strategic direction and successful implementation of the strategy. |
| • Our operational and financial performance. | |
| • Our dividends and total shareholder return. | |
| • Our ethical stance as a Company, including our approach to ESG matters. | |
| • Our remuneration practices. | |
| • Any 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. |
| • Our Chair engages with shareholders on various topics raised, addressing enquiries, setting out our position and offering to discuss further, where required, in person or virtually. |
|
| • We communicate with private investors through the RNS Service, the Annual Report and the Annual General Meeting. |
|
| • We make financial and other information available on our website. | |
| Outcomes | • We increased our understanding of shareholder views on dividend policy, environmental considerations, and tax transparency. |
| • We published our tax policy on our website. | |
| • Our CEO and CFO provide regular feedback from these meetings to the Board. Formal feedback is also obtained by our PR and financial advisors and reported to the Board. |
We believe that as a responsible business, we need to contribute to the communities within which we operate.
Further information regarding our community engagement is set out in the Corporate Governance Report and is referenced in the Social: our people and our communities section of this report.
| Communities | |
|---|---|
| Their interests | • Our engagement with community-based programmes. |
| • Our carbon footprint and our commitment to reducing our environmental impact. | |
| • Our employment options for their communities. | |
| • Our tax strategy and tax transparency. | |
| • Our ethical stance as a company. | |
| 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 fund-raising efforts of our colleagues and oversee the selection of our global and local charities. |
|
| Outcomes | • We extended our outreach programmes to operate globally, with participants from 22 countries. |
| • We increased our graduate and school-leaver recruitment programmes. | |
| • We increased our level of charitable donations. | |
| • We published our tax policy on our website. | |
| • We achieved carbon neutral in 2021 and remain on schedule to achieve net zero by 2025. | |
| • Community initiatives are managed within the relevant Board committees and discussed with the full Board. |
184 GRADUATES
We recruited 184 graduates and 22 placement students in 2023 2022: 142 graduates and 17 placement students
In July 2021, England moved to Step 4 of the Covid-19 exit plan, which relaxed most social distancing restrictions and included the ability to return to office-based work. In parallel, there was general encouragement from government ministers and commentary in the press and from high-profile business personalities for us to return to offices.
While it was clear that the global health situation was improving, our assessment about a return to the office differed from this guidance. Our assessment, informed by our work supporting the NHS in its Covid-19 response programmes, was that there was a high likelihood of a resurgence later in 2021, which was termed at the time as 'the winter surge'.
With this assessment in mind, we considered the various needs of our stakeholders and retained our guidance that our colleagues should continue to work from home, where it was possible and safe for them to do so.
Our employees Since the start of the pandemic our colleagues experienced low infection rates from Covid-19, and we believed that our work-from-home guidance, coupled with our colleagues' caution and diligence, contributed to these low rates. We also recognised that the pandemic had brought additional care responsibilities for many people, which would need to remain in place until the risks of infection had further reduced. In considering our decision in July 2021, we consulted with our leadership community across Kainos (c.300 of our most senior colleagues based in several countries), and then engaged with everyone in Kainos. For those people who wished to work in an office-based environment, we issued guidance for safe working at our offices, which had remained open since September 2020.
Our customers We had been successfully supporting our customers remotely since March 2020, drawing very favourable feedback for the quality of work that we had delivered. This feedback, coupled with the opinions of our customer-facing staff, helped shape our customer engagement in July 2021, where we explained our preference for working remotely. The customer feedback was overwhelmingly positive, and in the small number of cases where onsite working was required, we were able to facilitate arrangements that were supportive of the needs of our customers and our colleagues.
Our shareholders A remote working model, and its associated lack of travel, was an important consideration for our shareholders. The reduced expense and reduced environmental impact are notable factors for an investor in assessing whether to become or remain a shareholder in Kainos. We shared our remote working guidelines formally in our Trading Updates and Interim Results communications, although our continued policy was also very visible on our website and in our external communication.
Our communities In opting for our cautious approach, we contributed to reducing the load on healthcare systems in over 20 countries; at the same time, we supported those colleagues who had additional care responsibilities for vulnerable people. We moved our outreach programmes to a virtual format, engaging with over 1,100 young people. We extended our recruitment from school and college, building a virtual programme to support our new recruits as they started their digital careers. Finally, in asking our people to limit travel, we continued to minimise the impact that business travel had on the environment.
principles and commitments We are committed to conducting our business ethically – this is a commitment which resonates with all our stakeholder groups – and our code of ethics directly responds to the concerns and interests of the public and our customers.
Our six ethical principles: wellbeing, equality, the environment, transparency, integrity and taking the initiative to make a positive difference. These principles could not be more important to our people, our customers and the communities we serve.
Our code of ethics outlines our commitments to our ethical principles in clear and active terms. This is deliberate. Everyone in Kainos is working proactively to deliver against our ethical commitments wherever they are relevant.
Our ethical stance isn't new, but our code of ethics is the newly formalised way in which we have consolidated and codified our long-standing ethical principles and commitments so that these are clear and visible to our stakeholders now and in the future.
As detailed above, ethics is core to our approach to business and we are already delivering considerable social value and ethical outcomes through the work that we do and the way that we work.
We have worked collaboratively across Kainos to ensure our code of ethics reflects the needs of the whole Company.
We have agreed our six ethical principles together and outlined how to apply these in our everyday business dealings through our 36 ethical commitments.
We know the number of lives that we touch as an organisation is vast. In the past year, 60 million people have used a system or service that we have delivered.
That is why our code of ethics is so important, and why we will strive to make sure everything we do is aligned to it, so that we can create the best outcomes for our people, our customers and our communities.
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 also recognise that all businesses face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. Our culture is one of openness and accountability, which we believe is essential to reduce the possibility of these situations occurring, but also to swiftly address them should they occur.
These principles are reflected in our global anti-corruption and anti-bribery policy and our whistleblowing policy and there is mandatory training for all staff on these issues.
An independent whistleblowing hotline is available and anonymous reporting is facilitated with all reporting treated as confidential.
The whistleblowing policy is proactively communicated to the workforce and there is mandatory Anti-Bribery and Corruption training for all colleagues which includes training on the whistleblowing policy.
We do not tolerate slavery or human trafficking and we take a risk-based approach to our supply chains. We strongly support the enactment and enforcement of human trafficking laws that recognise and protect victims, while seeking to bring traffickers to justice. Our whistleblowing policy encourages staff to report any wrongdoing, and this extends to human rights violations, such as modern slavery.
These policies are reviewed on a regular schedule to ensure they reflect the most recent legislation and that they adopt best practice in this area. The review and update schedule of these policies is:
In this reporting period, there were zero incidents of breaches of our anti-corruption and anti-bribery policies (2022: zero); and there were zero breaches of our modern slavery statement (2022: zero). There were zero incidents referred through our whistleblowing process (2022: zero).
Our six ethical principles: wellbeing, equality, the environment, transparency, integrity and taking the initiative to make a positive difference. These principles could not be more important to our people, our customers and the communities we serve. Our six ethical principles: wellbeing, equality, the environment, transparency, integrity and taking the initiative to make a positive difference. These principles could not be more important to our people, our customers and the communities we serve.
Our commitment to delivering a highquality service to our customers has been established over 36 years in business. To achieve this consistent quality, we have invested in our quality management system.
This system is based upon the following quality certifications:
We ensure adherence to these standards through our own internal training programme, supplemented by our internal audit review.
As part of the certification process, we are subject to a six-monthly external assessment to ensure that our controls are robust, that we are applying them consistently and we are updating them regularly to reflect the most recent best practice.
In addition, information security risks are assessed and reviewed regularly in IT steering meetings with our senior management team.
Kainos also participates in third-party assessments for public and private sector customers to evidence that our associated security controls are effective and address any related risks.
During the year there were no incidents of data security or privacy breaches that required reporting to the Information Commissioner (2022: zero).
We recognise the sensitivity of the information which we process daily and have prioritised secure data handling processes, product design, hosting and operational management.
Our people complete security awareness and data handling training annually.
We have selected SOC 2 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.
"WE CONTINUE TO HAVE A STRONG FINANCIAL POSITION, WITH £108.3 MILLION OF CASH (2022: £76.6 MILLION), NO DEBT AND NET ASSETS OF £129.3 MILLION (2022: £107.7 MILLION)."
In summary, we grew revenue by 24% (20% ccy) to £374.8 million (2022: £302.6 million). Digital Services revenue rose by 12% to £224.4 million (2022: £199.8 million), reflecting increased demand for digital transformation, primarily across the public and commercial sectors. Workday Services revenue grew 49% (40% ccy) to £105.7 million (2022: £70.9 million) driven by growth in North America. Workday Products revenue increased to £44.7 million (2022: £31.9 million), representing growth of 40% (26% ccy) (2022: 32%). The Operating Review provides more information on our revenue performance.
Our overall gross margin was 47.3% (2022: 46.3%). Digital Services' gross margin decreased to 38.1% (2022: 38.7%), mainly due to the two additional UK bank holidays in the period. Workday Services margin remained consistent at 54.2% (2022: 54.3%). Workday Products margin increased to 76.6% (2022: 76.3%).
Operating expenses increased by 33% to £124.6 million (2022: £93.6 million). The growth in operating expenses is higher than revenue growth due to the increased investment in Workday Products in both sales and product development.
Our investment in product development increased to £9.1 million (2022: £6.0 million), all of which was expensed during the period. We recognised £4.2 million of Research & Development Expenditure Credit (RDEC) income during the year (2022: £3.2 million).
We use underlying results to manage the business and measure performance day-to-day. We believe that 'adjusted profit before tax', 'adjusted EBITDA' and 'adjusted diluted and basic earnings per share' better represent the Group's underlying performance and make it easier to compare the Group's performance between periods.
Our adjusted results exclude the effect of share-based payment expense, acquisition-related expenses, including amortisation of acquired intangible assets, and compensation for postcombination services.
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 in other entities. The adjusted profit measures reconcile to the reported numbers as follows:
| Adjusted profit measures | 2023 (£000s) |
2022 (£000s) |
|---|---|---|
| PROFIT BEFORE TAX | 54,338 | 45,993 |
| Share-based payment expense and related costs | 6,346 | 3,727 |
| Amortisation of acquired intangible assets | 2,642 | 1,890 |
| Compensation for post-combination services | 4,176 | 5,520 |
| Acquisition-related expenses | 57 | 1,641 |
| ADJUSTED PROFIT BEFORE TAX | 67,559 | 58,771 |
| PROFIT AFTER TAX | 41,645 | 35,768 |
| Share-based payment expense and related costs | 4,886 | 2,907 |
| Amortisation of acquired intangible assets | 2,642 | 1,890 |
| Compensation for post-combination services | 4,176 | 5,520 |
| Acquisition-related expenses | 57 | 1,641 |
| ADJUSTED PROFIT AFTER TAX | 53,406 | 47,726 |
| Adjusted EBITDA | 2023 (£000s) |
2022 (£000s) |
|---|---|---|
| ADJUSTED PROFIT BEFORE TAX | 67,559 | 58,771 |
| Depreciation of property, plant and equipment | 2,249 | 1,538 |
| Depreciation of right-of-use assets | 1,163 | 1,654 |
| Finance expense | 71 | 74 |
| Finance income | (1,463) | (52) |
| ADJUSTED EBITDA | 69,579 | 61,985 |
Adjusted pre-tax profit increased by 15% to £67.6 million (2022: £58.8 million). Profit before tax increased by 18% to £54.3 million (2022: £46.0 million).
The effective tax rate for the year was 23% (2022: 22%). This is higher than the UK tax rate of 19% as we earn profits in countries with higher corporation tax rates than the UK.
We continue to have a strong financial position, with £108.3 million of cash (2022: £76.6 million), no debt and net assets of £129.3 million (2022: £107.7 million). Underlying trade receivables and accrued income balance is similar to last year at £74.5 million (2022: £74.7 million), despite the growth in revenue, due to very strong cash conversion in the period.
Property, plant and equipment decreased to £9.5 million at the year end (2022: £14.9 million). During the year £5.2 million was transferred from property, plant and equipment. to investment property, reflecting our agreement to sell part of the site acquired in 2019 for the development of our future headquarters in Belfast. Furthermore, we listed property located in Belfast for sale in February 2023. The
carrying value of this property (£0.3 million) has been transferred to assets held for sale within current assets.
Cash conversion, which is cash generated by operating activities as a percentage of adjusted EBITDA, remained strong at 104% (2022: 83%).
Our progressive dividend policy maximises shareholder returns, while ensuring we have sufficient funds to invest in long-term growth. The proposed final dividend recommended by Directors is 16.1p and, if approved by shareholders, will be paid on 20 October 2023 to shareholders on the register on 29 September 2023, with an ex-dividend date of 28 September 2023. This will make the total dividend for the year 23.9p (2022: 22.2p) which will represent a distribution of 56% of adjusted profit after taxation (2022: 58%).
Richard McCann Chief Financial Officer 19 May 2023
Revenue (m) 2022: £302.6m
Adjusted pre-tax profit (m) 2022: £58.8m
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.
99% Overall customer satisfaction rating(19) (%) 2022: 98%
Staff retention (%) 2022: 86%
Financial KPI Non financial KPI
| 2023 | 374.8 million | 2023 | 67.6 million |
|---|---|---|---|
| 2022 £374.8 Revenue (m) 2022: £302.6m |
302.6 million | 2022 £67.6 Adjusted Pre-Tax Profit (m) 2022: £58.8m |
58.8 million |
| 821 customers 731 customers |
2023 2022 |
2,692 employees | |
| 2023 2022 821 |
2,990 | 2,990 employees |
WE RECOGNISE THE IMPORTANCE OF EFFECTIVE RISK MANAGEMENT AND THE NEED TO BE PROACTIVE TO MITIGATE POTENTIAL THREATS WHICH COULD ADVERSELY IMPACT OUR OPERATIONS, REPUTATION AND FINANCIAL RESULTS.
WHILE WE CAN NEVER ELIMINATE ALL RISK, WE CONTINUE TO MONITOR AND MANAGE THE EFFECTIVENESS OF OUR INTERNAL CONTROLS THROUGH OUR RISK MANAGEMENT FRAMEWORK AND ASSOCIATED GOVERNANCE STRUCTURES, DEVELOPED TO HELP US SAFEGUARD OUR PEOPLE, OUR CUSTOMERS AND OUR BUSINESS.
The Board has responsibility to ensure that risk is managed across our Company and understand that effective risk management is essential to meeting our strategic objectives.
The Board considers our risk assessment framework and governance structures to be robust and provide assurance that risk is being identified, monitored and managed effectively.
The Group Risk Register is our principal tool for monitoring and reporting risk. The Risk Register 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. An appropriate senior manager is assigned ownership of each risk and is responsible for ensuring that appropriate controls and mitigating actions are developed to reduce the likelihood and potential impact of the risk being realised. The Audit Committee formally reviews the Risk Register twice each year, with flexibility to meet if there is emerging risk or substantial changes to principal risks which require attention.
When risks change significantly, they are reported to the Board by the Audit Committee who also update the Board after each formal review of the Risk Register.
While individual risks have changed over the last year, our underlying risk profile is not significantly different from the previous report; however, we have continued to strengthen and embed cyber and data privacy controls into our business, as well as a continued focus on addressing climate-related risk.
Cybersecurity and data privacy continue to be principal risks for our business as the threat landscape evolves and becomes increasingly complex. We have made significant investments over the past year to improve our cybersecurity capabilities and enhance our data privacy practices and we will continue to prioritise cybersecurity and data privacy as key risk areas going forward.
Climate-related risk: We are committed to reducing our carbon impact and achieving carbon net zero by 2025 and aim to reduce absolute Scope 1 and 2 GHG emissions 70% by FY26 from a FY20 base year and to reduce Scope 3 GHG emissions 45% per unit of value added within the same timeframe. In assessing the direct climate risk to our business, for instance from extreme weather events, we assess this as being a moderate risk. A greater risk is one of reputational damage. Further detail on this can be found in the section 'Our Environmental, Social and Governance (ESG) Commitments'.
The following tables provide a summary of our principal and emerging risks, informed by our Group Risk Register. The risks are not listed in order of severity or potential impact. The table is not intended to be exhaustive and there may also 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.
IMPACT
climate change and sustainability
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.
We achieved carbon neutrality in 2021 and remain on track to be carbon net zero by 2025. We believe that achieving this ambitious target mitigates this risk.
Further details are outlined in the Our Environmental, Social and Governance (ESG) Commitments section.
Key
People
Market
Increased risk No change of risk
| Risk | Description | Potential impact and mitigation |
|---|---|---|
| 2. Cyber and information security Risk to: Change: |
Cyber threats are constantly adapting and increasing in number, frequency and sophistication. We must develop 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 ISMS controls against industry best practice, assisted by independent external certification (ISO27001). |
||
| Regular updates on our security programme are provided to our senior management team through the Cyber Steering and Audit and Risk committee with representation from our Chief Information Security Officer (CISO), Chief Information Officer (CIO), cyber security and information security teams and from our legal and business management. |
||
| We continue to improve and develop our technical, operational, and contractual measures to address risk, coupled with regular, mandatory training for all staff on information security and data privacy. |
||
| 3. 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. It is essential that we adhere to regional regulations regarding data privacy and data protection. In Europe, GDPR mandates a suite of data privacy controls to mitigate the risk of unauthorised disclosure of personal information. Other jurisdictions have |
Potential impact Non-compliance could expose us to liability and financial penalties (for example under GDPR), 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, to our customer or supplier contracts. We make staff aware of the potential impact of changing regulations and provide targeted training within business divisions. Our activities to ensure the provision of GDPR controls includes, but is not limited to: • Staff education regarding data privacy. • Data Privacy Impact Assessment (qualification screening at minimum) for all projects. |
| similar measures and as we expand into new regions, it is imperative that we understand and adhere to the applicable controls. |
• Data mapping (Record of Processing). • Customer consent through legitimate interest terms and conditions. • Retention controls. • Personal rights in place, such as right to be forgotten, right to amend, right to view/disclosure. • As we enter new regions, we ensure that: |
A Data Protection Steering body is in place, meeting monthly to ensure that the data privacy mandate is prioritised, planned and governed accordingly.
| Risk | Description | Potential impact and mitigation |
|---|---|---|
| 4. Increasing customer demands in a competitive skills market |
Increased market demand for skills in areas such as data and AI, cybersecurity and application |
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. |
| Risk to: | development may introduce challenges |
The continued global shortage of digital skills means the likelihood and impact of this risk has remained constant from the previous year. |
| Change: | when recruiting new people and retaining our current skilled employees. |
Mitigation We have worked to become an employer of choice in some of our key locations, notably Belfast, Birmingham and Gdańsk, and have a team, processes and infrastructure dedicated to recruiting the most appropriate candidates through a streamlined hiring process. |
| We have invested in our recruitment team, reviewed our reward ranges and taken steps to define and promote our employer brand in key growth locations. |
||
| Staff engagement is a key area where we continue to focus on ensuring compelling financial rewards and benefits for our people, having clear developmental and career progression opportunities and leveraging feedback from regular surveys to create action plans to improve our performance as employers. |
||
| 5. Partner relationships | Losing access to | Potential impact |
| Risk to: | essential intellectual property, or services which could 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. |
| Change: sales due to a relationships. |
partner-influenced deterioration in strategic partner |
Mitigation We have contracts to detail the relationship with our main partners, including Workday, Microsoft and AWS. 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. |
| Kainos operates a Strategic Alliances Team to establish and manage relationships with all key partners. |
Our partner managers have regular contact with key partners.
Market
| Risk | Description | Potential impact and mitigation |
|---|---|---|
| 6. Global macro economic 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 caused by the Russian invasion of Ukraine. |
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 (60%), Workday Services (28%) and Workday Products (12%); • derived from separate sectors: commercial (50%), public sector (37%) and healthcare (13%); • spread over different regions: UK & Ireland (65%), North America (25%), Central Europe (9%) and the rest of the world (1%); and • from different business models: services (85%), Subscription (11%), third party and other (4%). In addition to this resilience in our revenue streams, we also have a considerable contracted backlog (typically 85% of prior year revenues) that provides short-term protection. |
| 7. 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. |
| 8. 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. |
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. Mitigation Our finance and legal teams review draft and current regulatory and legislative requirements, including, for example, the Network and Information Systems Regulations and GDPR and provide an impact assessment for the products and services that we deliver to customers. Kainos' internal processes and systems are monitored with a view to ensuring compliance with applicable laws and regulations. We have processes in place designed to ensure awareness of regulatory requirements and that the relevant information is appropriately disseminated. There are well established training and awareness activities. In relation to bribery and corruption, we have established policies in place, with associated training. More details on these policies can be found in the 'Business Ethics' section of this report. |
| Key People |
Increased risk |
Customers No change of risk
Market
Decreased risk
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 2026. 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 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.
In performing the assessment, the Directors considered our long-term strategy and focus, the growing 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.
The Board believes that our global structure means we are less susceptible to the effects of regional changes, as the vast majority of our costs are incurred in Sterling and most revenue is also earned in Sterling. Revenues
earned in foreign currency, including the Euro and US Dollar, have most of their associated costs in the same foreign currency.
We remain optimistic that we are well positioned to help public and private sector organisations in their digital transformation initiatives. 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.
The Directors' review included sensitivity analysis on the Group's future performance and solvency over three years, taking into account severe but reasonable scenarios for the principal and emerging risks facing the business. 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.
Based on their assessments of prospects and viability above, the Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due, for at least the next three years.
We comply with the non-financial reporting requirements contained in sections s414CA and 414CB of the Companies Act 2006. The information provided above is to help our stakeholders understand our position on key non-financial matters, specifically employees, social matters, respect of human rights, environmental matters, and anti-corruption and antibribery matters.
The Strategic Report was approved by the Board and signed on its behalf by:
Brendan Mooney
Chief Executive Officer 19 May 2023
Tom graduated with an MBA from the University of Edinburgh. In addition to his responsibilities at Kainos, Tom is Non-Executive Chairman of The Baillie Gifford US Growth Trust plc, Non-Executive Chairman at Aker Systems and Non-Executive Chairman at Reward Gateway. He is also a Non-Executive Director of the BMO Private Equity Trust.
He started his career as an Army Officer serving in the Black Watch (R.H.R.) and is a member of the King's Bodyguard in Scotland.
Tom was appointed Company Chair on 26 September 2019, having joined the Board at the Company's admission to the market in July 2015. He is Chair of the Nominations Committee and a member of the Remuneration Committee.
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 appointed CEO of Kainos in 2001. 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. He was appointed to the Board on the Company's admission to the market, on 10 July 2015.
He was appointed to the Board on the Company's admission to the market, on 10 July 2015.
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.
Appointed: 10 July 2015
Andy graduated with a BA (Hons) in Accounting and Finance from Lancaster University and is a Fellow of the Chartered Institute of Management Accountants. He has over 30 years' experience in the software industry, covering both private and public companies. Most recently, Andy was Group Finance Director of Fidessa Group plc (formerly Royalblue Group plc) which he joined in 1995, and where he has also been Company Secretary. He is currently a Non-Executive Director and chair of the Audit Committee of accesso Technology Group plc.
Andy was appointed to the Kainos Board on the Company's admission to the market on 10 July 2015. He is Chair of the Audit Committee.
Appointed: 20 November 2019
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. 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 Committee and Nominations Committee.
Rosaleen is the founder and Chair of Alexander Mann Solutions (AMS), a pioneer in the global workforce solutions industry. She 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.
Rosaleen is a serial entrepreneur and adviser to numerous companies. She is also the Chair of Everywoman, an organisation dedicated to the advancement of women in business. Rosaleen is involved in several not-forprofit initiatives, notably serving as Chair of the London Irish Centre and as an Enterprise Fellow of The Prince'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 for services to business and recruitment.
Rosaleen was appointed to the Board on 1 January 2021. She is a member of the Nominations Committee, Remuneration Committee and Audit Committee.
The Board believes in strong governance, and we recognise 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.
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 the financial year ended 31 March 2023 the Company fully complied with all of the provisions of the Code except for Provision 36, which we fully complied with from June 2022, as explained below.
In our FY22 Annual Report, we noted an exception with regards to Provision 36. Our Remuneration Policy (approved at the September 2022 AGM) fully addresses this requirement, whereby all Director share awards are now subject to a three-year vesting period and an additional two-year holding period prior to exercise. The new policy applied to the share awards granted to Directors on 28 June 2022.
Aligned with our strategy, the Board's role is to deliver long-term success for Kainos and create value for its stakeholders. Our purpose, values and strategy are set out in full in the Strategic Report.
The Group's long-term success depends on how it interacts with its stakeholders. The Board welcomes interaction with all stakeholders and is always available to employees, customers, shareholders and communities, as an alternative to meetings with the Executive Directors.
Full details of our stakeholder engagement are set out in our Section 172 Statement, which is in the 'Governance: our stakeholders' section in the Strategic Report.
We believe in the importance of dialogue between the Board and the workforce and have created a number of ways for this to happen, in addition to the Executive Directors' regular interactions with the wider organisation.
The CDG comprises senior representatives from our different business areas offering perspectives from a sector, practice, region and technologist point of view. Chaired jointly by our CEO and Chief People Officer, the CDG is a strategic group that oversees all workforce-related matters and continuous improvement (based on employee feedback).
The CDG meets monthly and key areas of focus this year included: changes to people processes, talent development and coaching offerings, wellbeing campaigns and support, diversity and inclusion activities, our employer brand, improved internal communications and introduction of our new Peakon employee listening tool.
In 2020 we expanded the remit of the CDG, to make it a formal workforce advisory panel, in accordance with Provision 5 of the Code. A CDG group member regularly presents to the Nominations Committee and is invited to attend and participate in the Remuneration Committee. The Remuneration and Nominations Committees report the findings of their respective meetings to the full Board.
During the year CDG members were involved in discussions on changes, improvements and future plans impacting the Group's Annual Salary Review process, bringing the 'employee experience' to the table.
The Board schedules include 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 15 such presentations to the Board during the year.
The Board's schedule also includes meetings with the Group's senior leaders, typically in a social setting. Post pandemic, the Board was pleased to resume meetings and Board dinners with the Group's Executive Team, senior leaders and colleagues.
We also created opportunities for the Board to hear from participants on some of our talent development programmes. In the past year, representatives from our Earn as You Learn® programme (apprenticeship programme) and our Inspiring Leaders programme (aimed at developing the next executives) presented to the Nominations Committee.
In addition to the interaction with the Executive Team, senior leaders and colleagues, on a monthly basis the Board receives and reviews progress of our people approach and our key people metrics (engagement, retention, recruitment).
In February 2023, we migrated from our 'Best Companies' annual survey to Workday Peakon, which allows us on a monthly basis to capture and respond to feedback from all our collegues. On a six-monthly basis, the Board will receive a full update on our performance, setting out: our levels of employee engagement, current trends, strengths and issues that could impact employee retention, diversity and inclusion, and health and wellbeing.
The more frequent capture and action of feedback and ideas allows us to be more agile, focusing on the improvements that underpin our ambition to be a great employer. In addition, Peakon allows us to see how our engagement levels compare with all other companies using Peakon, but especially the c. 350 other global companies from the IT and software sector.
The D&I Group comprises diverse colleagues from across Kainos. It supports the delivery of the D&I plan, aimed at creating a workplace that reflects and contributes to the diverse global communities in which Kainos operates. With the support of four employee network groups, representing women, ethnic diversity, LGBTQ+ and neurodiverse colleagues, the group champions the adoption and implementation of D&I initiatives throughout Kainos.
The D&I Group reports quarterly to our leadership teams and every six months to the Nominations Committee, which cascades to the Board.
Further information on our policy, objectives and progress during the year can be found in the 'Social: our people and our communities' section of the Strategic Report.
The Board 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. This includes:
The Directors can seek independent legal advice at the Company's expense, if needed to carry out their duties. The Directors also have access to the Company Secretary's advice and services.
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.
As Chair, Tom Burnet is principally responsible for leading the Board, promoting constructive debate among the Directors, facilitating communication with shareholders and overseeing strategy. In accordance with Code Provision 3, the Chair engages with shareholders on various topics raised, addressing enquiries, setting out our position and offering to discuss further, where required, in person or virtually. In addition, the Chair and all of the Board are available to meet with shareholders at the Group's Annual General Meeting.
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, Andy Malpass provides a sounding board for the Chair and acts as an intermediary for the other Directors and shareholders.
Shareholder engagement is primarily the responsibility of the Executive Directors, 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.
There were no appointments or changes to the Board during the year.
The Board's principal committees are the Audit, 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 the identification, assessment and control of potentially sensitive information, ensuring compliance with market reporting obligations. The Disclosure Committee members include the Chair, Chief Executive Officer, Chief Financial Officer, Senior Independent Director and the Company Secretary.
The table below shows the Board and Committee responsibilities of the Directors who served during the year:
| Board | Audit | Remuneration | Nominations | ||
|---|---|---|---|---|---|
| Tom Burnet | Chair | Chair | – | Member | Chair |
| Brendan Mooney | CEO | Member | – | – | – |
| Richard McCann | CFO | Member | – | – | – |
| Andy Malpass | Senior Independent Director & Independent NED |
Member | Chair | – | – |
| Katie Davis | Independent NED | Member | Member | Chair | Member |
| Rosaleen Blair | Independent NED | Member | Member | Member | Member |
To ensure that Directors are fully briefed, a Board pack containing comprehensive Board and Committee papers are uploaded to a secure Board intranet site, approximately one week prior to scheduled meetings.
The Board meets formally on a regular basis and schedules additional meetings if needed, to consider specific issues. During the year, the Board held 12 scheduled meetings.
In addition, the Chair holds two scheduled meetings with the Non-Executive Directors without the Executive Directors present.
The Directors' attendance at Board and Committee meetings is shown below:
| Board meetings attended |
Audit Committee meetings attended |
Remuneration Committee meetings attended |
Nominations Committee meetings attended |
|
|---|---|---|---|---|
| Tom Burnet | 12/12 | – | 5/5 | 4/4 |
| Brendan Mooney | 12/12 | – | – | – |
| Richard McCann | 12/12 | – | – | – |
| Andy Malpass | 12/12 | 3/3 | – | – |
| Katie Davis | 12/12 | 3/3 | 5/5 | 4/4 |
| Rosaleen Blair | 12/12 | 3/3 | 5/5 | 4/4 |
We consider the Board's size and composition to be appropriate, considering the Directors' combined experience and skills. In making this assessment, we considered the independence criteria set out in Provision 10 of the Code.
We carried out due diligence on each Non-Executive Directors' (NED) independence before they joined the Board and when we invited incumbent NEDs to serve for another term. The Board confirms that Andy Malpass, Katie Davis, Rosaleen Blair and Tom Burnet are independent in character and judgement. The Board therefore meets the Code requirement that at least half the Board, excluding the Chair, should be NEDs whom the Board considers to be independent.
The Directors' interests in the Company's shares and share incentives are detailed in the Directors' Remuneration Report.
At the 2023 AGM, all current Directors will retire and stand for re-election.
As a standing item 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. In addition, the Register of Interests is updated to reflect new external appointments and resignations.
The Articles of Association allow the Directors to consider and, if they deem fit, authorise conflicts of interest. The Articles of Association set out the process for authorising conflicts of interests. Should a conflict occur, it 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 2023.
A stable Board that contains the right balance of skills and experience is crucial to strong governance, so we take Board appointments very seriously.
Our Board comprises an independent Non-Executive Chair, three further Independent Non-Executive Directors and two Executive Directors. Further information can be found in our Directors' biographies.
Two (50%) of our four Non-Executive Directors are women (2022: 50%). Including the Executive Directors, 33% of our Board are women (2022: 33%). All Board members identify 'White/European' as their ethnic group.
Although we have not met the new Listing Rule requirement on diversity targets in the current year, the Board is fully supportive of and is actively working towards compliance. The additional diversity requirements align with our D&I principles. The Board is currently recruiting, as part of succession planning for those Non-Executive Directors who will step down in 2024, having by then served on the Kainos Board for the recommended maximum nine-year tenure.
As part of the Board rebalancing exercise, in December 2022, we started a search for two new Non-Executive Directors. The search is being conducted through our internal executive search function with the Nominations Committee leading the selection process. The appointment of the new Non-Executive Directors is expected within the FY24 financial year, to facilitate time for a comprehensive handover. This recruitment activity provides an opportunity for us to achieve compliance with the new Listing Rule targets on gender, ethnicity and seniority of Board positions held.
To support the attraction of a more diverse Board, in the current recruitment round there has been a strong focus on building equitable long lists of diverse candidates with relevant skills, experience and knowledge. With the diversity challenges within the technology sector, it has been challenging to achieve equitable long lists of candidates for the new Non-Executive Director appointments. For one of the roles, an initial long list consisting of 60% men and 40% women has been established with 10% of the candidates declaring as being from an ethnic minority background. To achieve a fair and balanced selection process, short listing and interview panels will consist of equal numbers of men and women with diverse skillsets and levels of experience.
The table below sets out our performance against the FCA Listing Rules requirements. Data is self-reported by the Board and collected through VIBE for all other employees. Further information relating to VIBE is contained within the Environmental, Social and Governance section of the Strategic Report.
| 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 | 4 | 67% | 4 | 15 | 88% |
| Women | 2 | 33% | – | 2 | 12% |
| Other | – | – | – | – | – |
| Not specified | – | – | – | – | – |
| 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) |
6 | 100% | 4 | 15 | 88% |
| Mixed Multiple Ethnic Groups | – | – | – | – | – |
| Asian/Asian British | – | – | – | – | – |
| Black/African/Caribbean/Black British | – | – | – | – | – |
| Other ethnic group including Arab | – | – | – | – | – |
| Not specified/prefer not to say | – | – | – | 2 | 12% |
The Nominations Committee oversees Board appointments. Before a new Non-Executive Director 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 12-month term, which we expect to extend to three years, subject to a three-month notice period and annual reelection by shareholders at the AGM. At the end of the three years, the Board may invite a NED to continue for a further period, if the Board is satisfied with their performance, independence and time commitment.
When joining the Board, Non-Executive Directors receive a thorough, formal and tailored induction process. The Senior Independent Director and Chair regularly review the Directors' training and development requirements. Directors receive ongoing updates to improve their skills and knowledge, when needed.
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 2023 Annual General Meeting.
As Chair of the Nominations Committee, I am pleased to present the Committee's Report for the year ended 31 March 2023.
The Nominations Committee plays a vital role in supporting the Board in discharging its succession planning responsibilities and ensuring that the Board has the skills and experience to support the Company's long-term success and delivery on the strategy.
This report outlines how the Committee discharged the responsibilities delegated to it by the Board over the course of the year and the key issues it has considered during FY23.
I will be happy to answer any questions about the work of the Committee at the forthcoming AGM on 21 September 2023.
| Nominations Committee | Nominations Committee meetings attended |
|---|---|
| Tom Burnet, Chair | 4/4 |
| Katie Davis | 4/4 |
| Rosaleen Blair | 4/4 |
Tom Burnet Chair 19 May 2023
I have chaired the Nominations Committee since 26 September 2019. During the year, the Nominations Committee members were Katie Davis and Rosaleen Blair. The Committee's membership therefore complies with Provision 29 of the Code's requirements.
The Committee typically meets at least three times per year and held four scheduled meetings during the year.
The Committee regularly reviews and updates its terms of reference, which are available on the Company's website.
The Committee's main responsibilities are to advise the Board and make recommendations on:
During the year ended 31 March 2023, the areas of focus and achievement for the Nominations Committee were:
The Nominations Committee regularly reviews the Board's composition. This year the Committee focused on the planned rotation of Non-Executive Directors to ensure the Board continues to meet the Code's independence criteria, that there is continuity at Board level and there is improved Board diversity.
The Nominations Committee has been coordinating the recruitment of two new Non-Executive Directors. It is our strong belief that diversity creates a more inclusive corporate culture, better equips companies to navigate challenges and supports long-term strategic needs. The Board views diversity through a broad lens, to include gender, ethnicity, nationality, skills, social mobility and experience.
Whilst achieving diversity in the technology sector presents challenges, due to the profile of the available talent pool, the Board is actively exploring ways to bolster diversity, concentrating on ethnicity, gender and diversity of experience, with a focus on bringing additional skills to the Board to support the Company's strategic objectives.
For all future Board appointments (and in all succession planning at Board and management levels), the Board will ensure that recruitment and selection practices are transparent, fair and result in appointments based on merit and objective criteria, promoting diversity of gender, social and ethnic backgrounds, and cognitive and personal strengths. In addition, search processes will use a wide range of channels, including advertising, to encourage applications from diverse candidates with relevant skills, experience and knowledge.
The Nominations Committee leads succession planning for Board and Executive level members, taking into account the evolving skills and experience the Board needs, and our desire to promote diversity on the Board.
The Nominations Committee discusses and reviews succession planning at each meeting, with a focus on diversity and good practice, talent retention, talent pipeline, training and development. The Nominations Committee recognises the importance of succession planning and its role in maintaining the quality of management and reducing instability following unforeseen events, such as the departure of a key individual.
All Executive Team roles and other roles deemed critical have a formal succession plan. These plans contain an immediate succession option, if we need to ensure business continuity in an emergency, as well as longer-term succession options. Development plans are put into place for potential successors, to address any developmental gaps and to ensure they are ready for the role. The Nominations Committee receives reports on progress with the development plans at each meeting.
This approach has been replicated for senior management roles – meaning critical senior management roles have interim and longer-term successors identified with supporting development plans in place to ensure successors readiness for the role when required.
To establish a robust talent pipeline, Leadership programmes are in place to support and accelerate future leader development at three key career stages:
This year, the Nominations Committee received updates on all these development programmes, with a focus on the Kainos Inspiring Leaders Programme, its learning objectives and achievements. Development of future leaders is essential to succession planning and the Kainos Inspiring Leaders Programme was judged as "best in class" with nine senior managers graduating with a post graduate certificate in Executive Leadership awarded by Ulster University.
In total 69 employees graduated from our leadership programmes this year.
The Nominations Committee also received presentations from participants from the Earn As You Learn® apprenticeship scheme. The Nominations Committee was hugely impressed by the talent that Kainos attracts through this scheme and the impact and advanced learning demonstrated through the blended "on the job" and part-time university approach.
The Nominations Committee also plans for rotation of Non-Executive Directors, to ensure the Board retains a balance of Non-Executive Directors with knowledge of Kainos, while adding new skills and experience and maintaining independence.
During the year, we undertook an internal evaluation of the Board's performance, with all Directors and the Company Secretary completing an in-depth questionnaire covering the following areas:
The survey scores were predominantly "excellent" or "good".
The Nominations Committee discussed the survey results at the January 2023 meeting and the Company Secretary presented the results to the Board, giving the Directors the opportunity to discuss the outcome and identify priorities for 2023.
The survey concluded that the Board is operating effectively and that each Director continues to perform effectively and demonstrates commitment to their roles. As we seek to meet the targets on gender diversity set by the FCA Listing Rules and the FTSE Women Leaders Review and the ethnicity targets set by the Parker Review, the survey acknowledged the importance of the Nominations Committee-led Board rebalancing exercise, currently underway. The focus of the rebalancing exercise is to leverage all of the advantages that a more diverse Board will bring and to ensure that the Board has all of the skills needed to effectively execute on the strategy.
The Non-Executive Directors also evaluated the Chair's performance. The SID, Andy Malpass, confirmed that the Chair continues to perform effectively, as supported by the evaluation results.
The next formal Board evaluation is scheduled for December 2023 and will be externally facilitated.
As Chair of the Audit Committee, I am pleased to present the Committee's Report for the year ended 31 March 2023.
The Audit Committee continues to fulfil a vital role in the Company's governance framework, providing valuable independent challenge and oversight of the accounting, financial reporting and internal control processes, risk management, and the relationship with the external auditor.
This report outlines how the Committee discharged the responsibilities delegated to it by the Board over the course of the year and the key issues we have considered during FY23.
This report should be read in conjunction with the Independent Auditor's Report and the financial statements of Kainos Group plc.
I look forward to attending our forthcoming AGM on 21 September 2023 and will be happy to answer any questions regarding the work of the Committee.
Andy Malpass Chair of the Audit Committee 19 May 2023
| Audit Committee | Audit Committee meetings attended |
|---|---|
| Andy Malpass, Chair | 3/3 |
| Katie Davis | 3/3 |
| Rosaleen Blair | 3/3 |
The Code (Provision 24) requires that at least one member of the Committee has recent and relevant financial experience. The Disclosure Guidance and Transparency Rules (DTRs) require that at least one member has competence in accounting and/or auditing. I have chaired the Audit Committee since June 2015 and my previous experience includes serving as Finance Director of Fidessa Group plc for over 20 years until October 2015, and from June 2018, serving as a Non-Executive Director and Chair of the Audit Committee of accesso Technology Group plc. The Board is satisfied that I meet the requirements of the Code in this regard.
During the year, the other Audit Committee members were Katie Davis and Rosaleen Blair. All Audit Committee members are Independent Non-Executive Directors. The range and depth of our financial and commercial experience enables us to deal effectively with the matters we are required to address and to challenge management when necessary. Further details of the Committee members' experience is located in the Directors' biographies. The Board is satisfied that the Committee has the necessary competence and broad experience relevant to the sector in which Kainos operates.
The Company Secretary is secretary to the Audit Committee.
The Audit Committee regularly reviews and updates its terms of reference, which are available at www.kainos.com/investorrelations.
The Audit Committee's main responsibilities include:
The Committee's performance was internally evaluated during the year. The evaluation process sought views from all Directors and the Company Secretary, through a comprehensive questionnaire covering:
The evaluation concluded that the Committee was performing effectively.
The Committee held three meetings during the year and each member of the Committee attended all three meetings. Only the Committee's members have the right to attend its meetings. However, the Committee will invite Executive Directors, members of the finance team, senior representatives of the external auditor and other senior management to attend as required. If the presence of any
attendee is inappropriate or might compromise discussion, then the Committee will ask them to recuse themselves from that part of the meeting.
The Committee has a broad agenda, which focuses on the Group's assurance, risk and audit processes.
The Committee's principal activities during the financial year were as follows:
The Committee has primary responsibility for overseeing the relationship with, and performance of, the external auditor. This includes making the recommendation on the appointment, reappointment or removal of the Group's external auditor.
During FY22 we ran a competitive audit tender process, resulting in KPMG's appointment at the 2021 AGM (September 2021).
The Company confirms that it 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 2023.
The Audit Committee has received written confirmation from KPMG that it considered itself to be independent. The current audit partner is John Poole, who has been in the role since KPMG's appointment. Audit partners for listed companies are ordinarily rotated every five years.
There is a formal policy in place relating to the provision of non-audit services by the external auditor. KPMG has not provided any non-audit services since its appointment as external auditor, other than the review of the interim financial statements for the period ended 30 September 2022. The Group has engaged other independent firms for tax consulting work and other assignments, to ensure KPMG's independence and objectivity is not compromised. Fees paid to KPMG for auditing the consolidated financial statements are set out in note 6 of the consolidated financial statements.
The Audit Committee reviews the effectiveness and quality of the external auditor on an ongoing basis, to ensure a highquality external audit process. During the year the Audit Committee specifically considered the following:
The Committee considers the external audit performance effective.
In May 2023 the Committee reviewed the 2023 Annual Report including the financial statements, the Full Year Results Announcement for the year ended 31 March 2023 and reports from the external auditor on its audit of the financial statements and Annual Report.
The Audit Committee's prime areas of focus were:
We identified the matters below as being significant in the context of the FY23 financial statements. We consider these areas to be significant taking into account the level of materiality and degree of judgement exercised by management. We discussed the issues in detail to ensure that the approaches taken were appropriate. This included reviewing presentations and reports from both management and the external auditor.
| Area | Committee review |
|---|---|
| Revenue recognition |
• The Committee continues to oversee management's application of the revenue recognition policy. The Group has a clear revenue recognition policy as described in note 3 of the consolidated financial statements, which is reviewed at least annually. During the year there have been no changes to the Group's revenue recognition policy. • We reviewed and challenged judgements, assumptions and estimates made by management with respect to the level of contract or fixed price provisioning for rectification and irrecoverable accrued income. • We received and considered the updates from KPMG on the findings from their procedures over revenue recognition during the year. • 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. • In conjunction with product leaders within the business, management update an operational document which details development expenditure by product/module incurred during the period and an assessment of this expenditure against the capitalisation criteria as set out in IAS38 'Intangible Assets'. • We are satisfied that accounting for development costs is in line with accounting standards. |
| 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 RDEC, and its impact on the reported results; – 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 on the Group's website at www.kainos.com/information/uk tax-strategy. |
| Going concern and viability |
• We reviewed management's process for assessing the Group's longer-term viability, including the determination of the period over which viability should be assessed, the appropriateness of the scenarios identified in light of the Group's principal risks and uncertainties and the reasonableness of key assumptions used by management in calculating the financial impact of a viability scenario arising. • The Committee was satisfied with management's work and supported the conclusions reached in respect of the Company's going concern and longer-term viability. |
There were no material changes to significant accounting policies during the year ended 31 March 2023.
The Board is ultimately responsible for the Group's system of internal controls and risk management and for reviewing their effectiveness. The system of internal controls is 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 the expected benefits. Information on principal and emerging risks are 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 faced by us, 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 Committee has reviewed the internal controls and risk management systems, including those relating to financial reporting, information security, business continuity, management of employees, operational and compliance matters. The Committee has confirmed to the Board that it is 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 Kainos' processes for providing effective internal control and risk management systems include:
• 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.
Kainos does not have a separate internal audit function. Instead, we undertake internal audit activities through subject specialists across the business and central services teams.
These activities assist the Board and senior management with protecting the Group's assets, reputation and sustainability. The key aims are to:
Areas covered by internal audit activities include:
To support these activities, Kainos has documented:
The Committee reviews this documentation annually.
The principles underlying our internal audit activities are:
Some examples of our activities are detailed below.
The Information Security Programme is regularly reviewed by the Kainos Information Security Steering Group, which include technology, cyber security and data privacy experts from our business divisions and central services, who:
The Kainos Data Privacy Steering Group meet regularly to review the technical and operational measures in relation to handling, storage and processing of Kainos and our customers information. The steering group reviews the effectiveness of data protection controls, alignment with data protection policies, as well as to identify and mitigate emerging risk in the area.
The Group continues to identify cyber and information security as a major risk area, as described within the Risk factors and uncertainties section of the Strategic Report. Accordingly, the Information Security Steering Group regularly reports to the Executive Team and the Audit Committee on the risks, controls and processes in this area.
In February 2023, the Committee reviewed the Group's internal control framework and procedures and considered the merits of establishing a separate internal audit function.
The Committee's view was that while there was an obvious 'independence' benefit from having a separate audit function, this was not currently required given the Audit Committee's confidence that the internal controls were being well managed and that a separate audit function would introduce overlap inefficiencies to a company of Kainos' size. The Audit Committee also considers that the absence of an internal audit function does not directly affect the work of the external auditors.
The Committee will keep the requirement for a separate internal audit function under review.
As Chair of the Remuneration Committee, I am pleased to introduce our Directors' Remuneration Report for the year ended 31 March 2023.
Katie Davis Chair 19 May 2023
| Remuneration Committee | Remuneration Committee meetings attended |
|---|---|
| Katie Davis, Chair | 5/5 |
| Tom Burnet | 5/5 |
| Rosaleen Blair | 5/5 |
The Remuneration Committee is comprised entirely of independent Non-Executive Directors.
In addition to myself as Chair, the Committee comprises Tom Burnet, who has been a member of the Committee since July 2015, and Rosaleen Blair, who joined the Committee in January 2021. Further information can be found in the Directors' biographies section.
There were five meetings during the year, with all Committee members attending all meetings.
Our people are critical to our business, and we continue to attract and retain high-quality talent, with our workforce totalling 2,990 people across 22 countries in Europe and the Americas.
As the demand for our services increases, so, too, has the demand for skilled people in our Digital Services, Workday Services and Workday Product divisions. Demand for digital skills continues to outweigh supply, making it challenging to attract and retain individuals with the skills we need to deliver to our strategy. Although staff retention has improved from 86% to 88% over the past 12 months, we recognise the importance of the right reward structure – supported by strong staff engagement – in helping us to attract, motivate and retain the talented individuals who make us successful.
Continued geographic expansion, particularly in markets which are new to us such as the Americas, also brings challenges. To ensure clarity and simplicity across geographies, we have introduced a formal Reward Philosophy and Strategy. This ensures that there is transparency in our approach, alongside the flexibility to provide reward structures that meet local needs in different parts of the world to address attraction and retention challenges.
For example, we defined criteria for establishing share schemes in global locations, and, as a result, implemented a share scheme in the US. This replaces the previous cash equivalent scheme and is a key benefit to support us in attracting, engaging and retaining our US colleagues. We also explored alternative hiring options in Poland to enhance our attraction strategy. B2B (Business-to-Business) contracts are an agreement between a company and an individual that provides services to the company on a project or assignment basis. They have become a popular employment model in Poland for tech talent due to their flexibility, costeffectiveness, and appeal to professionals who value independence and control over their work. The Polish market has become increasingly competitive and to compete for these skills and access a wider talent pool, we will be launching this offering in FY24.
As part of our Annual Salary Review in 2022, we proactively looked for pay equity anomalies and undertook targeted interventions to correct where appropriate. We are increasing the scope of this exercise in 2023 to include tracking year on year progress in closing any identified pay gaps.
The Strategic Report outlines another strong performance by Kainos during the year.
Executive Directors' remuneration has been determined in line with the revised policy approved by shareholders at the 2022 Annual General Meeting (AGM) on 28 September 2022.
The Executive Directors' annual bonuses are based on revenue, adjusted pre-tax profit and bookings targets. Given the weightings in our scheme, our strong performance for the year translates to 102% pay-out against these targets, with the key measures outlined below.
| 2023 £ |
2022 £ |
|
|---|---|---|
| Revenue | £374.8m | £302.6m |
| Adjusted pre-tax profit | £67.6m | £58.8m |
| Bookings | £427.8m | £349.8m |
| Total dividend per share | 23.9p | 22.2p |
In June 2022, the Group made performance share awards to the CEO and CFO of 6,753 and 7,493 share options respectively.
In July 2019, we granted long-term incentive awards to the CEO and CFO. These awards vested in full during the year with the CEO receiving 13,140 share options and the CFO receiving 14,580 share options.
Further detail of these awards is provided in the Annual Report on Remuneration.
The Remuneration Committee believes that these rewards remain appropriate in the context of the Company's outstanding performance and continued growth in challenging circumstances.
The Remuneration Policy which was approved in September 2022 is aligned with the UK Corporate Governance Code 2018, as outlined below.
• 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 believe that the challenges that we have seen in the recruitment market are likely to persist. Financial markets continue to be uncertain, and fiscal prudency is critical to our business.
The Committee's priorities over the next year include:
We believe that our refreshed reward philosophy and strategy as implemented through our Remuneration Policy will help us to deliver these priorities and will strongly support the measured growth that we are hoping to achieve in the year ahead.
The policy set out below is the new Directors' Remuneration Policy which was approved at the 2022 AGM held on 28 September 2022 and is effective for three years from that date.
In setting this policy, the Committee has considered the need for Executive Director remuneration arrangements to reflect the six factors set out in Code Provision 40, namely clarity, simplicity, risk, predictability, proportionality and alignment to culture.
Our Remuneration Policy seeks to ensure that Kainos motivates its Executive Directors. The Remuneration Committee believes that the Executive Directors should be rewarded fairly and competitively for their performance and that this should be at a comparable level to directors in similar companies.
The Committee's philosophy for executive reward is:
that salaries will remain below median levels, compared to peer companies;
short-term performance will be incentivised via an annual bonus which is based on revenue (30%), adjusted pre-tax profit (40%) and bookings targets (30%); and
The focus on financial performance, shareholder return and being a responsible company encourages consistent performance over multiple years and aligns remuneration with our strategy and shareholder and stakeholder interests. It aims to deliver value and good growth over the long-term, while striking an appropriate balance between caution and risk.
The Remuneration Committee sets the Executive Directors' remuneration, gives guidance on the remuneration of other members of the senior management team and supervises the workings of all of the Group's share incentive plans.
The following tables set out the elements of the remuneration packages offered to Executive Directors.
| 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% in line with other employees in the same location. |
| Performance metrics | None. |
| 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 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 2015 Performance Share Plan (PSP). |
| 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 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. |
| 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 £100,000 per annum. The base fee for Non-Executive Directors is currently £50,000 per annum. |
| Additional fees per annum are awarded: | |
| • Senior Independent Director – £10,000 • Chair of Audit Committee – £8,000 • Chair of Remuneration Committee – £8,000 |
|
| Performance metrics | None. |
The following share schemes are offered to eligible employees and 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). |
| 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 | At the time of IPO and each year since, free shares with a value up to £3,600 were awarded to UK employees, including Executive Directors, depending on their length of service. |
| Performance metrics | None. |
| 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 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, the Republic of Ireland and the US 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. |
| 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. |
| Share Options (CSOP) | |
| Purpose | To motivate, facilitate share ownership and align employees with shareholders. |
| Operation | Market value options may be granted to employees at the discretion of the Remuneration Committee under the 2015 Performance Share Plan. UK employees may receive tax advantaged awards under the CSOP Sub-Plan. Options have a market value exercise price and have a normal minimum vesting period of three years. |
| Potential remuneration | The Committee does not intend to grant CSOP options to Executive Directors. |
| Performance metrics | Performance conditions may be applied but it is intended that CSOP options will not normally have performance conditions attached. |
The key terms of the Executive Director 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. |
The charts below provide estimates of the potential reward opportunities for each Executive Director in FY24, and the split between the different elements of remuneration under three different scenarios: 'minimum', 'in line with expectation' and 'maximum'.
In developing the scenarios, the Committee made the following assumptions:
| Minimum | The fixed amount consists of base salary, benefits and pension. |
|---|---|
| Base salary is the annual salary as at 31 March 2023. | |
| Benefits and pensions are measured using the single total figure for remuneration table for 2023. | |
| In line with expectation | Based on what a Director would receive if performance was in line with plan: |
| • Annual variable bonus pay-out at 100% for on-target performance. • 100% vesting of long-term incentive awards granted in FY21, vesting in FY24. |
|
| Maximum | Maximum pay-out of annual variable bonus is 150% of salary for both CEO and CFO. |
| 100% vesting of long-term incentive awards, granted in FY21, vesting in FY24. | |
Long-term incentives consist of share awards only and are measured at face value on date of grant, with no assumptions about the increase in share price or dividends.
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.
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.
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.
There were no payments to past Directors for loss of office during the year ended 31 March 2023.
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, as advised by the Remuneration Committee's remuneration advisers. 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 example, cash, shares or options), 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.
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 share incentive plans. 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 employees through our Culture and Development Group. Representatives from this group attend Remuneration Committee meetings periodically, to ensure that the Remuneration Policy aligns with our culture and employee experience.
At the 2022 AGM the Annual Report on Remuneration for the year ended 31 March 2022 was approved as follows:
| Number of votes cast for | Percentage of votes cast for |
Number of votes against |
Percentage of votes cast against |
Total votes cast | Number of votes withheld |
|---|---|---|---|---|---|
| 101,189,629 | 97.2% | 2,876,924 | 2.8% | 104,066,553 | 272 |
We are keen to ensure that our shareholders are supportive of the Group's remuneration philosophy and policy. As Chair, I welcome shareholder feedback either as part of the AGM process, or at any time through the year. To date, we have not received any significant dissenting shareholder votes on Remuneration Policy and outcomes.
The Remuneration Committee has 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.
The Committee did not apply any such discretion during the year ended 31 March 2023.
Executive Directors may accept appointments as Non-Executive Directors in 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.
No appointments were made during the year ended 31 March 2023.
The Remuneration Committee operates within its terms of reference, which are reviewed and updated annually and are available from our website.
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 members of the Remuneration Committee are Katie Davis (Chair), Tom Burnet and Rosaleen Blair. All are considered independent Non-Executive Directors. None of the Committee members has any personal financial interest (other than as shareholders, to the extent disclosed in this report), conflicts of interest arising from cross-directorships, or day-to-day involvement in running the business.
The Executive Directors may attend committee meetings by invitation. The Company Secretary acts as secretary to the Committee.
The Remuneration Committee met five times during the year, with all members of the Committee in attendance.
Further detail is contained within the section 'Directors' Remuneration Report'.
During the year, the Remuneration Committee did not take any advice from external remuneration consultants.
As outlined in the 'Board Evaluation' section, we undertook an internal evaluation of the performance of the Board and all the Committees. For the Remuneration Committee, the evaluation focused on:
The conclusion was that the Remuneration Committee was rated highly overall, achieving excellent or good scores in all categories.
The following tables set out the remuneration for each Director for the years ended 31 March 2023 and 31 March 2022.
| Name | Year | Salary | Benefits(1) | Bonus | Pension(2) | Other(3) | Incentive vested |
Total | Total fixed | Total variable |
|---|---|---|---|---|---|---|---|---|---|---|
| All amounts in (£000s) | ||||||||||
| Brendan Mooney | 2023 | 227 | 1 | 184 | 11 | 4 | 153 | 580 | 239 | 341 |
| 2022 | 225 | 2 | 198 | 20 | 4 | 196 | 645 | 247 | 398 | |
| Richard McCann | 2023 | 260 | 1 | 184 | 13 | 4 | 168 | 630 | 274 | 356 |
| 2022 | 257 | 2 | 198 | 13 | 4 | 233 | 707 | 272 | 435 | |
| Paul Gannon(4) | 2023 | – | – | – | – | – | – | – | – | – |
| 2022 | 83 | 3 | 70 | 12 | - | 185 | 353 | 98 | 255 |
(1) Benefits is the taxable value of private health insurance received by Executive Directors. FY22 included travel allowance payments in April and May 2021. Travel allowance payments ceased effective 1 June 2021.
(2) Pension amounts for Brendan Mooney and Richard McCann are payments in lieu of pension.
(3) Other relates to the award of SIP shares.
(4) The above table includes remuneration details for Paul Gannon up to the date of resignation as Executive Director on 23 September 2021.
(5) Effective 1 June 2021, annual base salaries for Brendan Mooney and Richard McCann are £227k and £260k respectively.
| Name Year |
Fees |
|---|---|
| All amounts in (£000s) | |
| Andy Malpass 2023 |
68 |
| 2022 | 68 |
| Chris Cowan(1) 2023 |
– |
| 2022 | 25 |
| Tom Burnet 2023 |
100 |
| 2022 | 100 |
| Katie Davis 2023 |
58 |
| 2022 | 58 |
| Rosaleen Blair 2023 |
50 |
| 2022 | 50 |
(1) The above table includes remuneration details for Chris Cowan up to the date of resignation as Non-Executive Director on 23 September 2021.
The following table details the eligible bonus payment for the Executive Directors.
| Objective | Eligible bonus pay-out | |||||
|---|---|---|---|---|---|---|
| Weighting | Target performance (£ million) |
Threshold performance (£ million) |
Outcome (£ million) |
Brendan Mooney (£000s) |
Richard McCann (£000s) |
|
| Revenue | 30% | 371 | 315 | 375 | 55 | 55 |
| Adjusted pre-tax profit | 40% | 65 | 52 | 68 | 76 | 76 |
| Bookings | 30% | 440 | 374 | 428 | 53 | 53 |
| Totals | 184 | 184 |
The bonuses payable to Brendan Mooney and Richard McCann are 81%, and 71% of salary respectively. Under the Remuneration Policy, the maximum annual bonus opportunity is 150% of salary for the CEO and CFO.
As per the revised Remuneration policy (approved September 2022), one third of the annual bonus amount will be deferred for a period of two years and then paid in cash or shares.
The Committee granted performance-related share awards to the Executive Directors under the PSP on 28 June 2022 as outlined in the table below. 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.
| Name | Date of grant | No. of ordinary shares under option |
Face value(1) (£000s) |
Exercise price per ordinary share |
First exercise date | Lapsing date |
|---|---|---|---|---|---|---|
| Brendan Mooney | June 2022 | 6,753 | 76 | £0.005 | June 2027 | June 2032 |
| Richard McCann | June 2022 | 7,493 | 85 | £0.005 | June 2027 | June 2032 |
(1) Face value is calculated using the closing share price on the date of grant (£11.30 per share).
The 2022 PSP awards are subject to the following performance conditions:
| Performance condition | Weighting | Minimum performance | Mid performance | Maximum performance |
|---|---|---|---|---|
| TSR performance (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 |
| EPS percentage growth | 25% | 30% vesting for growth of 5% |
Linear vesting between minimum and maximum performance |
100% vesting if growth is 13% or higher |
| 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; percentage of women in senior management roles, staff engagement score, leading Kainos efforts on reducing emissions and achieving carbon net zero by 2025 and customer satisfaction scores.
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 during the year to Executive Directors are shown below:
| Name | 2022 SIP shares | Face value(1) (£000s) |
Vesting period |
|---|---|---|---|
| Brendan Mooney | 240 | 4 | 3 years from the date of grant. |
| Richard McCann | 240 | 4 | 3 years from the date of grant. |
(1) Face value is calculated using average middle market closing price for the five days prior to grant date.
Richard McCann also participates in the Group's 2022 SAYE scheme. The maximum number of options that can vest under this scheme is 544 options. Based on the closing share price on the date of grant, the face value of these options is £6,027. The exercise price per option is £9.92. Vesting is subject to a three-year service condition.
On 8 July 2019, awards were granted under the Kainos PSP to Brendan Mooney and Richard McCann.
30% of the awards related to an EPS performance condition, for which the measurement period ended 31 March 2022. The outcome (100% vesting) was reported in our prior year report.
The TSR and Best Companies performance measurement period ended on 7 July 2022, with the following outcome:
| Award | Measure | Weighting | Vesting scale | % of award vesting |
|---|---|---|---|---|
| 2019 | TSR | 50% | Minimum performance: 30% vesting at median performance. | 100% |
| (FTSE techMARK Index) | Maximum performance: 100% vesting if in upper quartile. | |||
| Mid performance: Linear vesting between minimum and maximum performance. |
||||
| 2019 | 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% |
* Best companies score was available at the start of the period and in October 2019 and November 2020. In 2020 the Company determined that a combination of Glassdoor and Kainos Modern Workplace Survey measures provided a more relevant measure of employee engagement. All measured scores at the end of the three-year period were at least equal to scores at the start.
| Share price at end of |
Value at end of performance |
|||||
|---|---|---|---|---|---|---|
| No of shares | % vested | Number of shares vested |
Number of shares lapsed |
performance period |
period (£000s) |
|
| Brendan Mooney | 9,918 | 100% | 9,918 | – | £11.64 | 115 |
| Richard McCann | 10,206 | 100% | 10,206 | – | £11.64 | 119 |
On 30 June 2020, awards were granted under the Kainos PSP to Brendan Mooney and Richard McCann. The performance measurement period for the EPS performance condition ended on 31 March 2023, with the following outcome:
| Award | Measure | Weighting | Vesting scale | Performance achieved |
% of award vesting |
||
|---|---|---|---|---|---|---|---|
| 2020 | 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. |
36% | 100% | ||
| 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 | 3,290 | 100% | 3,290 | – | £13.82 | 45 | |
| Richard McCann | 3,651 | 100% | 3,651 | – | £13.82 | 50 |
The 2020 PSP awards also included performance conditions relating to Company TSR and Employee Engagement for which the measurement period ends on 29 June 2023. Achievement against these performance conditions will be reported in next year's Annual Report on Remuneration.
There were no payments made to past directors during the year.
The interests in Kainos ordinary shares of the Directors in office at 31 March 2023, including their connected persons, were:
| Shares | Options(1) | ||||||
|---|---|---|---|---|---|---|---|
| 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 | 14,205,987 | 4,481 | 718 | 127,992 | 580 | 104,296 | – |
| Richard McCann | 4,630,352 | 3,330 | 718 | 141,966 | 1,124 | 115,674 | – |
| Andy Malpass | 38,590 | N/A | N/A | N/A | N/A | N/A | N/A |
| Tom Burnet | 28,253 | N/A | N/A | N/A | N/A | N/A | N/A |
| Rosaleen Blair | 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 |
(1) Dividend equivalent payments are not made in respect of options held.
During the year:
• Katie Davis acquired 6,400 shares in the Company.
No other changes in the Directors' interests took place between 31 March 2023 and 30 April 2023.
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.
There is no shareholding guideline for the Non-Executive Directors.
| Shareholding requirement (% of salary)(1) |
Shareholding requirement met |
|
|---|---|---|
| Brendan Mooney | 200% | Yes |
| Richard McCann | 200% | Yes |
(1) The shareholding requirement has been assessed in relation to annual base salaries of Executive Directors as at 31 March 2023 and a closing share price of £13.82 on 31 March 2023.
The regulations require the presentation of a number of graphs and tables comparing Group performance and CEO remuneration for the same period of time.
The Board believes that the FTSE techMARK All-Share Index provides the best benchmark for comparison. It is also the index used by the Group for the performance criterion for PSPs.
Our TSR performance against the FTSE techMARK All-Share Index TSR performance, from the date of IPO in July 2015 to the end of 31 March 2023, is shown below. The Kainos share price and the FTSE techMARK All-Share Index are both set to 100 at the start of the period.
The table below sets out the CEO's total remuneration over the last eight 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 (%) |
|
|---|---|---|---|
| 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 |
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.
| Percentage increase in remuneration in 2023 compared with remuneration in 2022 | ||||
|---|---|---|---|---|
| 2023 | Brendan Mooney | Richard McCann | Employees | |
| Salary and fees(1) | 0.5% | 1.3% | 9.8% | |
| All taxable benefits(2) | (52.6%) | (50.0%) | 0.0% | |
| Annual bonuses | (6.9%) | (6.9%) | (0.5%) | |
| TOTAL | (10.1%) | (10.9%) | 5.6% |
(1) Executive Directors' salary calculated using the single total figure of remuneration.
(2) FY22 benefits included travel allowance payments in April and May 2021. Travel allowance payments ceased effective 1June 2021.
| Percentage increase in remuneration in 2022 compared with remuneration in 2021 | ||||
|---|---|---|---|---|
| 2022 | Brendan Mooney | Richard McCann | Paul Gannon(3) | Employees |
| Salary and fees(1) | 75.8% | 84.9% | (30.8%) | 10.0% |
| All taxable benefits(2) | (60.0%) | (71.4%) | (84.2%) | 0.0% |
| Annual bonuses | (8.3%) | (8.3%) | (54.8%) | (12.2%) |
| TOTAL | 9.1% | 12.2% | (31.3%) | 0.6% |
(1) Executive Directors' salary calculated using the single total figure of remuneration. The increase is attributable to the Executive Directors electing to take no salary between April and August 2020. For clarity, the annual base salaries for Brendan Mooney and Richard McCann, effective 1 June 2021, are £226,600 and £260,000 respectively. Annual base salaries effective prior to 1 June 2021 were £220,000 and £239,700 respectively.
(2) Executive Directors did not receive travel allowance between June 2021 and March 2022.
(3) Paul Gannon resigned from his role as Board Director on 23 September 2021.
| Percentage increase in remuneration in 2023 compared with remuneration in 2022(1) | ||||||
|---|---|---|---|---|---|---|
| 2023 | Andy Malpass | Tom Burnet | Katie Davies | Rosaleen Blair | Employees | |
| Salary and fees | 0.0% | 0.0% | 0.0% | 0.0% | 9.8% | |
| All taxable benefits | – | – | – | – | 0.0% | |
| Annual bonuses | – | – | – | – | (0.5%) | |
| TOTAL | 0.0% | 0.0% | 0.0% | 0.0% | 5.6% |
(1) Calculated using the single total figure of remuneration table.
| Percentage increase in remuneration in 2022 compared with remuneration in 2021(1) | ||||||
|---|---|---|---|---|---|---|
| 2022 | Andy Malpass | Chris Cowan(2) | Tom Burnet | Katie Davis | Rosaleen Blair(3) | Employees |
| Salary and fees(1) | 9.7% | (45.7%) | 1.0% | 26.1% | 284.6% | 10.0% |
| All taxable benefits | – | – | – | – | – | 0.0% |
| Annual bonuses | – | – | – | – | – | (12.2%) |
| TOTAL | 9.7% | (45.7%) | 1.0% | 26.1% | 284.6% | (0.6%) |
(1) Calculated using the single total figure of remuneration table. Non-Executive Directors elected to take a reduced salary between April and August 2020.
(2) Chris Cowan resigned from the Board on 23 September 2021.
(3) Rosaleen Blair joined the Board on 1 January 2021.
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 |
|---|---|---|---|---|
| 2023 | A | 15.3 : 1 | 9.3 : 1 | 6.4 : 1 |
| 2022 | A | 18.2 : 1 | 11.6 : 1 | 8.0 : 1 |
The Committee has adopted option A as its preferred method for calculating the pay ratio for the year ended 31 March 2023. 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.
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 | £38k | £63k | £90k |
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.
| 2023 (£000s) |
2022 (£000s) |
Change (£000s) |
Change % |
|
|---|---|---|---|---|
| Staff remuneration | 232,033 | 168,395 | 63,638 | 38% |
| Profit before tax | 54,338 | 45,993 | 8,345 | 18% |
| Corporation tax | 12,693 | 10,225 | 2,468 | 24% |
| Effective tax rate | 23% | 22% | n/a | 1% |
| Dividends paid | 28,434 | 27,419 | 1,015 | 4% |
Workforce engagement continues to be a priority to help our employees understand our current reward strategy for Executive Directors, Executive Managers and other employees, and to provide input to our future reward strategy. Throughout the period, we consulted with employee groups to develop our Reward Philosophy and Strategy, and we provided an overview of the work of the Remuneration Committee to the Culture and Development Group as well as inviting members to attend Remuneration Committee meetings and participate in discussions. We also seek anonymous feedback on a monthly basis from colleagues via Peakon, our employee listening tool. Peakon enables the Group to see how its engagement levels compare with around 350 other global companies from the IT and software sector. Peakon measures engagement though a number of drivers including questions on reward and the outputs are used to influence our overall Reward Strategy and roadmap. As input to our Annual Salary Review, we created 3 x e-learning modules for managers, held drop-in discussion sessions so that they were better informed and could take and communicate reward decisions.
Ensuring our Remuneration Policy for Executive Directors and Executive Managers is aligned with the employee experience is a continuing priority for the Remuneration Committee. Both the Board and the Committee will continue to engage with the workforce through the Kainos Culture and Development Group and divisional leadership teams.
The Directors' Annual Report on Remuneration will be put to an advisory shareholder vote at the 2023 AGM.
| Salary | The Remuneration Committee will continue to monitor the remuneration of Executive Directors of 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 the salary increases across the wider workforce. |
|
|---|---|---|
| Benefits | There will be no change to the Executive Directors' benefits in the year commencing 1 April 2023. | |
| Pension | There will be no change to the Executive Directors' pension contributions in the year commencing 1 April 2023. |
|
| Annual bonus | Annual bonus for the year commencing 1 April 2023 will be determined by the policy disclosed in this report. Executive Directors will defer one third of the annual bonus payable in June 2024 for three years. |
|
| The targets for the annual bonus for FY24 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 2024 Annual Report. |
||
| Long-term incentives | The Remuneration Committee intends to make further performance share awards in mid-2023. 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 2024 Annual Report. |
|
| Non-Executive Director remuneration |
For the year commencing 1 April 2023 fees will remain in line with the structures in effect from 1 October 2019. |
On behalf of the Board
Katie Davis Chair of the Remuneration Committee 19 May 2023
The Directors present their report and the audited financial statements for Kainos Group plc (company number 09579188) for the year ended 31 March 2023. These will be laid before the shareholders at the Annual General Meeting (AGM) to be held on 21 September 2023. The Strategic Report and the Corporate Governance Report are incorporated by reference into this Directors' Report.
All sections of the Annual Report contain certain forwardlooking 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.
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:
The Directors who held office during the year are detailed within the Board and Committee membership section of the Corporate Governance Report.
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 and Financial Review sections of the Strategic Report and the notes to the financial statements.
No political donations were made during the year ended 31 March 2023 (£nil for year ended 31 March 2022).
There are no off-balance sheet arrangements. Details of the trusts relating to Kainos' share incentive plans are set out in note 23 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.
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 |
Details of the called-up and fully paid share capital are set out in note 22 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.
Kainos holds a general authority to purchase up to 12,409,518 ordinary shares in the market. This represented approximately 10% of Kainos' issued share capital as at 24 August 2022, as approved by shareholders at the 2022 AGM. No purchase of shares has been made pursuant to this authority. The Board does not currently intend to use such an authority but considers it desirable to have the ability to do so under appropriate circumstances. 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.
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.
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.
Kainos has purchased and maintained throughout the year Directors' and Officers' liability insurance in respect of itself and its Directors and officers.
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 s418 of the Companies Act 2006.
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.
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 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.
The following have disclosed that they (including persons closely connected) have an interest in 3% or more of the issued ordinary share capital. At 30 April 2023, the last holding notified to the Company is shown below.
| Investor | Ordinary 0.5p shares |
% of issued share capital |
|---|---|---|
| Eileen and Brendan Mooney | 14,205,987 | 11.4% |
| QUBIS Ltd | 12,221,217 | 9.8% |
| Liontrust Asset Management plc | 7,551,696 | 6.1% |
| Paul Gannon | 7,129,008 | 5.7% |
| abrdn (Standard Life) | 5,925,653 | 4.8% |
| Baillie Gifford & Co | 5,800,662 | 4.7% |
| Richard McCann | 4,630,352 | 3.7% |
| Dr Brian Gannon | 4,285,675 | 3.4% |
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.
The full Viability Statement and the associated explanations made in accordance with Provision 31 of the Code can be found in the Strategic Report.
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:
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 is 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.
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.
We confirm that to the best of our knowledge:
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 19 May 2023 and is signed on its behalf by:
Tom Burnet Chair 19 May 2023
We have audited the financial statements of Kainos Group plc ("the Company") and its consolidated undertakings ("the Group") for the year ended 31March 2023, 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 FRS 101 Reduced Disclosure Framework.
In our 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 two financial years ended 31 March 2023. 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.
| Overview | ||
|---|---|---|
| Materiality: | £2.9m (2022: £2.7m) | |
| group financial statements as a whole |
5% of Group adjusted | profit before tax |
| Coverage | 94% (2022: 97%) of Group | profit before tax |
| Key audit matters | vs 2022 | |
| Recurring risks | Revenue recognition relating to misstatement of accrued and deferred income |
◄► |
| Recognition of research and development credits |
▼ |
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 atleast a year from the date of approval of the financial statements("the going concern period").
In auditing the financial statements, we have concluded thatthe 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:
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.
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:
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 accrued income and deferred income.
In response to the fraud risks, we also performed procedures including:
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.
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 forming our opinion thereon, and we do not provide a separate opinion on these matters.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:
| The key audit matter | How the matter was addressed in our audit | |
|---|---|---|
| Revenue recognition | Revenue recognition relating to | Our procedures included, amongst others: |
| Revenue: £374.8 million |
misstatement of accrued and deferred income |
— Control operation: We obtained and documented our understanding of the process for recording the recognition of revenue and tested the |
| (2022: £234.7 million) | The Group had a range of revenue | design and implementation of the relevant control. |
| Refer to Audit Committee Report (Significant issues |
streams across its components, including licensing and services revenue. There is a risk that revenue may be recorded on an |
— Tests of detail: We examined a sample of contracts to assessrevenue recognition in accordance with the terms of the contracts and the Group's accounting policy on revenue recognition. |
| related to the financial inconsistent basis with the statement section), contractual terms agreed with the note 3 Significant customer or not in accordancewith Accounting Policies the Group's accounting policy (revenue section), note regarding revenue recognition or 4 Material accounting revenue may not be recognised in judgements and key the correct year. sources of estimation Revenue may be overstated in a uncertainty (Critical period due to an incentive to judgements in achieve revenue forecasts to meet applying the Group's investor expectations and in order accounting policies) to achieve targets as part of and note 5 Segment performance-based compensation reporting. arrangements. The delivery of licensing or services revenue may occur over multiple |
— We performed testing for a sample of revenue items recorded either side of the year end to ensure that revenue was recognised in the correct period. |
|
| — We assessed the level of deferred revenue and accrued revenue recognised at the year end and tested a sample of deferred revenue and accrued revenue balances to ensure they were in accordancewith 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. |
||
| accounting periods such that the | Our results | |
| accrued and/or deferred income has the potential to be misstated at the year end as a consequence of |
— The results of our testing were satisfactory and we found the amountof revenue recognised to be appropriate. |
|
| fraudulent accounting. |
| The key audit matter | How the matter was addressed in our audit | |
|---|---|---|
| Investments in subsidiaries |
Recoverability of investments in subsidiary |
Our procedures included, amongst others: |
| £6.5million (2022: £6.5 million) Refer to Company note |
The Company holds an investment of £6.5m in subsidiary undertakings and is accounted for at cost less any provision made for impairment. |
— Tests of detail: 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 assetsvalues, being an approximation of their minimum recoverable amount, were in excess of the carrying amount. |
| 2 Significant Accounting Policies (investment in financial assets section) and Company |
The recoverability of the investments in subsidiaries is not at high risk of significant misstatement or subject to significant judgement. |
— 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 £1.6 billion as at 31 March 2023. |
| note 4 Investments in | However, due to their materiality in the context of the Company |
Our results |
| subsidiaries. | financial statements this is considered to be the area that had the greatest effect on our overall audit of the Company. |
— The results of our testing were satisfactory and we found thecarrying amount of the investments in subsidiaries to be acceptable. |
Materiality for the Group financial statements as a whole was set at £2.9m (2022: £2.7m), determined with reference to a benchmark of Group profit before tax, normalised to exclude acquisition related costs and post-combination remuneration expenses of £4.2m (2022: £7.2m), of which it represents 5% (2022: 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 £1.4m (2022: £1.0m), determined with reference to a benchmark of Company net assets, of which it represents 2% (2022: 1.5%). 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:
We applied Group materiality to assist us determine the overall audit strategy.
Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £2.2m (2022: 2.0m) for the Group and £1.1m (2022: £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:
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 £146k (2022: £139k), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group's 25 (2022: 25) reporting components, we subjected 9 (2022: 9) to full scope audits for group purposes and 4 (2022: 3) to specified risk-focused audit procedures. The latter were not individually financially significant enough to require a full scope audit for group purposes, but did present specific individual risks that needed to be addressed.
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 3% of total Group revenue, 6% of Group profit before tax and 4% of total Group assets is represented by 12 reporting components, none of which individually represented more than 1% 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 risks of material misstatement within these.
Adjusted group profit before tax £58.6m (2022: £53.2m)
Group materiality £2.9m (2022: £2.7m)
£2.9m (2022: £2.7m) Whole financial statements materiality
£2.2m (2022: £2.0m) Whole financial statements performance materiality
£0.1m to £2.1m Range of materiality at 13 components (2022: £0.1m to £2.2m at 12 components)
£146k (2022: £139k) Misstatements reported to the audit committee
Group adjusted profit before tax
Group revenue
5
96
%
91
90
Full scope for Group audit purposes 2023 Specified risk-focused audit Residual procedures
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.
Based solely on our work on the other information undertaken during the course of the audit:
In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
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 specified by the Listing Rules for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
Under the Companies Act 2006, we are required to report to you if, in our opinion:
We have nothing to report in these respects.
As explained more fully in the directors' responsibilities statement set out in the Directors' Report (Directors' responsibilities statement in respect of the Annual Report and the financial statements section), 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.
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 financialstatements.
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 using the single electronic reporting format specified in the TD ESEF Regulation. This auditor's report provides no assurance over whether the annual financial report has been prepared in accordance with that format.
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.
for and on behalf of KPMG, Statutory Auditor Chartered Accountants The Soloist Building 1 Lanyon Place Belfast BT1 3LP
19 May 2023
| Continuing operations | Note | 2023 (£000s) |
2022 (£000s) |
|---|---|---|---|
| REVENUE | 5 | 374,807 | 302,632 |
| Cost of sales | 5 | (197,652) | (162,386) |
| GROSS PROFIT | 5 | 177,155 | 140,246 |
| Operating expenses | 6 | (124,597) | (93,625) |
| Impairment gain/(loss) (including amounts recovered) on trade receivables and accrued income |
25 | 388 | (606) |
| OPERATING PROFIT | 52,946 | 46,015 | |
| Finance income | 1,463 | 52 | |
| Finance expense | (71) | (74) | |
| PROFIT BEFORE TAX | 54,338 | 45,993 | |
| Income tax expense | 8 | (12,693) | (10,225) |
| PROFIT FOR THE YEAR | 41,645 | 35,768 | |
| EARNINGS PER SHARE | |||
| Basic | 10 | 33.6p | 29.1p |
| Diluted | 10 | 33.1p | 28.5p |
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| PROFIT FOR THE YEAR | 41,645 | 35,768 |
| ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS: | ||
| Foreign operations – foreign currency translation differences | 779 | 728 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 42,424 | 36,496 |
| Note | 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Goodwill | 11 | 19,007 | 18,765 |
| Other intangible assets | 11 | 3,816 | 5,993 |
| Investment property | 13 | 5,160 | – |
| Property, plant and equipment | 12 | 9,509 | 14,867 |
| Right-of-use assets | 15 | 1,261 | 3,166 |
| Investments in equity instruments | 1,299 | 1,343 | |
| Deferred tax asset | 17 | 3,103 | 4,282 |
| 43,155 | 48,416 | ||
| CURRENT ASSETS | |||
| Trade and other receivables | 16 | 38,970 | 38,358 |
| Prepayments | 16 | 3,656 | 4,377 |
| Accrued income | 16 | 38,808 | 39,462 |
| Tax receivable | 400 | – | |
| Cash and cash equivalents | 18 | 108,302 | 76,609 |
| Assets held for sale | 12 | 310 | – |
| 190,446 | 158,806 | ||
| TOTAL ASSETS | 233,601 | 207,222 | |
| CURRENT LIABILITIES | |||
| Trade payables and accruals | 20 | (52,348) | (49,199) |
| Deferred income | 20 | (37,087) | (30,966) |
| Tax payable | 20 | – | (1,959) |
| Lease liabilities | 19 | (794) | (1,093) |
| Provisions | 21 | (341) | (872) |
| Other tax and social security | 20 | (12,068) | (11,917) |
| (102,638) | (96,006) | ||
| NON-CURRENT LIABILITIES | |||
| Provisions | 21 | (1,031) | (1,258) |
| Lease liabilities | 19 | (585) | (2,268) |
| (1,616) | (3,526) | ||
| TOTAL LIABILITIES | (104,254) | (99,532) | |
| NET ASSETS | 129,347 | 107,690 | |
| EQUITY | |||
| Share capital | 22 | 623 | 619 |
| Share premium account | 6,567 | 6,433 | |
| Capital reserve | 3,548 | 3,548 | |
| Share-based payment reserve | 23,394 | 15,171 | |
| Translation reserve | 1,030 | 251 | |
| Retained earnings | 94,185 | 81,668 | |
| TOTAL EQUITY | 129,347 | 107,690 |
These financial statements were approved by the Board of Directors and authorised for issue on 19 May 2023. They were signed on its behalf by:
Richard McCann Director 19 May 2023
| 623 | 6,567 | 3,548 | 23,394(21) | 1,030 | 94,185 | 129,347 |
|---|---|---|---|---|---|---|
| – | – | – | – | – | (28,434) | (28,434) |
| 4 | 134 | – | – | – | – | 138 |
| – | – | – | – | – | (931) | (931) |
| – | – | – | – | – | 237 | 237 |
| – | – | – | 8,223 | – | – | 8,223 |
| – | – | – | – | 779 | 41,645 | 42,424 |
| – | – | – | – | 779 | – | 779 |
| – | – | – | – | – | 41,645 | 41,645 |
| 619 | 6,433 | 3,548 | 15,171 | 251 | 81,668 | 107,690 |
| – | – | – | – | – | (27,419) | (27,419) |
| – | (1,600) | 1,600 | – | – | – | – |
| – | – | 1,286 | – | – | – | 1,286 |
| 5 | 2,296 | – | – | – | – | 2,301 |
| – | – | – | – | – | (280) | (280) |
| – | – | – | – | – | 1,610 | 1,610 |
| – | – | – | 6,088 | – | – | 6,088 |
| – | – | – | – | 728 | 35,768 | 36,496 |
| – | – | – | – | 728 | – | 728 |
| – | – | – | – | – | 35,768 | 35,768 |
| 614 | 5,737 | 662 | 9,083 | (477) | 71,989 | 87,608 |
| Share capital (£000s) |
Share premium (£000s) |
Capital reserve (£000s) |
Share-based payment reserve (£000s) |
Translation reserve (£000s) |
Retained earnings (£000s) |
Total equity (£000s) |
(20) Premium on shares issued as consideration in FY20 reclassified from share premium account to capital reserve, in accordance with the requirements of the Companies Act 2006, S612.
(21) £12.1 million relates to exercised or lapsed options or fully vested free share awards and is considered distributable.
FOR THE YEAR ENDED 31 MARCH 2023
| Note | 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| PROFIT FOR THE YEAR | 41,645 | 35,768 | |
| Adjustments for: | |||
| Finance income | (1,463) | (52) | |
| Finance expense | 71 | 74 | |
| Tax expense | 8 | 12,693 | 10,225 |
| Share-based payment expense | 6,346 | 3,727 | |
| Depreciation of property, plant and equipment | 12 | 2,249 | 1,538 |
| Depreciation of right-of-use assets | 15 | 1,163 | 1,654 |
| Amortisation of intangible assets | 11 | 2,642 | 1,890 |
| Loss on disposal of property, plant and equipment | – | 8 | |
| Post-acquisition remuneration settled by shares | 3,200 | 2,950 | |
| (Decrease)/increase in provisions | 21 | (758) | 395 |
| OPERATING CASH FLOWS BEFORE MOVEMENTS IN WORKING CAPITAL | 67,788 | 58,177 | |
| Increase in trade and other receivables | (3,380) | (22,996) | |
| Increase in trade and other payables | 8,076 | 16,571 | |
| CASH GENERATED FROM OPERATING ACTIVITIES | 72,484 | 51,752 | |
| Income taxes paid | (10,585) | (7,089) | |
| NET CASH FROM OPERATING ACTIVITIES | 61,899 | 44,663 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Interest received | 1,463 | 52 | |
| Purchases of property, plant and equipment | 12 | (2,499) | (5,819) |
| Acquisition of other investments | – | (74) | |
| Amounts withdrawn/(placed) on treasury deposit | – | 18,028 | |
| Acquisition of subsidiaries net of cash acquired | 27 | – | (16,768) |
| NET CASH USED IN INVESTING ACTIVITIES | (1,036) | (4,581) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Dividends paid | 9 | (28,434) | (27,419) |
| Interest paid | (71) | (74) | |
| Repayment of lease liabilities | (1,075) | (1,409) | |
| Proceeds on issue of shares | 138 | 2,301 | |
| NET CASH USED IN FINANCING ACTIVITIES | (29,442) | (26,601) | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 31,421 | 13,481 | |
| Cash and cash equivalents at beginning of year | 18 | 76,609 | 62,896 |
| Effect of exchange rate fluctuations on cash held | 272 | 232 | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 108,302 | 76,609 |
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:
Non-current assets held for sale are stated at the lower of previous carrying amount and fair value less costs to sell.
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 19 May 2023.
In the current year, the Group and Company have applied a number of amendments UK-adopted IFRS that are effective for an accounting period that begins on or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
Amendments to IFRS3: Reference to the Conceptual Framework Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle Amendments to IAS37: Onerous Contracts – Cost of Fulfilling a Contract
Amendments to IAS16: Property, Plant and Equipment – Proceeds before Intended Use
New and revised UK-adopted IFRS Accounting Standards 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.
IFRS17 Insurance Contracts, Amendments to IFRS17 and Initial Application of IFRS17 and IFRS9 – Comparative Information (effective date 1 January 2023).
Amendments to IAS1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current (effective date 1 January 2024).
Amendments to IAS8 Accounting Policies, Changes in Accounting Estimates and Errors to introduce a new definition for accounting estimates (effective date 1 January 2023).
Amendments to IFRS16 – Lease Liability in a Sale and Leaseback (effective date 1 January 2024).
Amendments to IAS1 Presentation of Financial Statements and IFRS Practice Statements 2 Making Materiality Judgements (effective date 1 January 2023).
Amendments to IAS12 Income Taxes – Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (effective date 1 January 2023).
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 25 of the financial statements.
Having reviewed the future plans and projections for our business and our current financial position, the Directors believe 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.
At 31 March 2023, the Directors assessed the Group's viability over a longer period to March 2026. The 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 reasonable scenarios. In performing this assessment, our long-term strategy and focus, the growing demand for our products and services, the increasing level of recurring revenue and low customer attrition, 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, we 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, we continue to adopt the going concern basis of accounting in preparing our financial statements.
These consolidated financial statements are presented in Pounds Sterling, which is the Company's functional currency.
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.
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.
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:
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.
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 16) and contract liabilities are represented by deferred income (note 20) and onerous contract provisions (note 21).
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.
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.
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.
SaaS is charged on a subscription basis and the revenue is recognised pro-rata over the period that the service is provided.
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 income is earned when the Group secures orders for end-user access to Workday Adaptive Planning software. Depending on the terms of the underlying agreement with Workday, Inc., performance obligations are either satisfied at the point the order is secured or over the subscription period and revenue is recognised accordingly.
Revenue from the sale of goods is recognised when control of the goods has transferred to the customer, usually on delivery of the goods.
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.
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 a separate line 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 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.
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.
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 recycled to profit or loss.
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 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.
The Group operates three 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.
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.
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 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 affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.
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. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
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.
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 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.
A non-current asset is classified as held for sale if its carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and sale is highly probable within one year.
On initial classification as held for sale, non-current assets are measured at the lower of previous carrying amount and fair value less costs to sell with any adjustments taken to profit or loss. The same applies to gains and losses on subsequent remeasurement although gains are not recognised in excess of any cumulative impairment loss. Property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated.
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:
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 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 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, 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 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 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 is deemed not material.
Investments in equity shares, which are all unquoted equity investments, are stated at fair value through profit or loss (FVTPL).
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.
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 are initially measured at fair value, net of transaction costs. Financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
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.
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 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.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
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.
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.
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.
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 (2022: £nil). The total product development expenditure in the period is £9.1 million (2022: £6.2 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 and development expense in the financial statements.
Judgements are made regarding the assessment of the eligibility of product development expenditure incurred for RDEC claims. The Group's assessment of eligible expenditure must align with the definition of R&D for RDEC purposes. This assessment is more difficult in some industries such as software development resulting in judgement over the qualifying R&D costs and the eligibility of these costs for the RDEC claim. The unrecognised component of RDEC as at 31 March 2023 is £4.8 million (2022: £5.0 million) and represents the Group's determination of the value subject to this judgement. This portion is recognised when this judgement has been removed either via formal acceptance of the claim value submitted or the expiry of the enquiry window. The net value of RDEC receivable as at 31 March 2023 is £3.0 million (2022: £3.2 million) and is included within other receivables in the statement of financial position.
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.
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 £33.8 million (2022: £24.4 million). The associated carrying values of accrued and deferred income at 31 March 2023 were £10.8 million (2022: £5.1 million) and £2.5 million (2022: £2.1 million) respectively.
All of the Group's revenue during the year ended 31 March 2023 and for the year ended 31 March 2022 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.
During the year, we opted to amend our divisional reporting structure both internally to our CODM (Executive Directors) and publicly. In prior years we reported results with respect to our Digital Services and Workday Practice divisions. Due to the continued growth of our Workday Services and Workday Products businesses, we are now reporting these areas as separate operating divisions. There is no change in reporting for our Digital Services division.
The tables below present the results for current and prior year in our current reporting structure. As such, the comparative information below has been represented to reflect the new reporting structure.
The following is an analysis of the Group's revenue and results by reportable segment:
| Digital Services (£000s) |
Workday Services (£000s) |
Workday Products (£000s) |
Consolidated (£000) |
|---|---|---|---|
| 224,384 | 105,741 | 44,682 | 374,807 |
| (138,798) | (48,406) | (10,448) | (197,652) |
| 85,586 | 57,335 | 34,234 | 177,155 |
| (24,326) | (36,439) | (21,687) | (82,452) |
| 61,260 | 20,896 | 12,547 | 94,703 |
| (28,536) | |||
| 1,392 | |||
| 67,559 | |||
| (6,346) | |||
| (2,642) | |||
| (4,176) | |||
| (57) | |||
| 54,338 | |||
| Digital Services |
Workday Services |
Workday Products |
Consolidated | |
|---|---|---|---|---|
| 12 MONTHS TO 31 MARCH | (£000s) | (£000s) | (£000s) | (£000s) |
| REVENUE | 199,831 | 70,868 | 31,933 | 302,632 |
| Cost of sales | (122,430) | (32,388) | (7,568) | (162,386) |
| GROSS PROFIT | 77,401 | 38,480 | 24,365 | 140,246 |
| Direct expenses(22) | (21,723) | (24,666) | (12,932) | (59,321) |
| CONTRIBUTION | 55,678 | 13,814 | 11,433 | 80,925 |
| Central overheads(22) | (22,132) | |||
| Net finance expense | (22) | |||
| ADJUSTED PRE-TAX PROFIT | 58,771 | |||
| Share-based payments expense and related costs | (3,727) | |||
| Amortisation of acquired intangible assets | (1,890) | |||
| Compensation for post-combination remuneration | (5,520) | |||
| Acquisition-related expenses | (1,641) | |||
| PROFIT BEFORE TAX | 45,993 |
(22) Direct expenses plus central overheads plus share-based payment expense and acquisition related expenses (including amortisation of acquired intangible assets and compensation for post-combination remuneration) equals the sum of operating expenses plus impairment losses and reversals on trade receivables and accrued income. Direct expenses are expenses that are directly attributable to each division.
The Group's revenue from external customers by geographic location is detailed below:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| United Kingdom & Ireland | 242,787 | 215,606 |
| North America | 95,505 | 58,712 |
| Central Europe | 35,262 | 27,125 |
| Rest of world | 1,253 | 1,189 |
| 374,807 | 302,632 |
In line with the change in divisional reporting structure, the Group considers the new revenue types as presented in the table below to be a more informative representation. Subscription revenue previously classed within 'SaaS and related' has been presented separately, with related revenues represented as 'Services' or 'Third party and other' as appropriate. The Group has represented FY22 revenue categories in line with the current reporting period.
| Digital Services 2023 (£000s) |
Workday Services 2023 (£000s) |
Workday Products 2023 (£000s) |
Total 2023 (£000s) |
|
|---|---|---|---|---|
| TYPE OF REVENUE | ||||
| Services | 217,490 | 98,961 | 1,625 | 318,076 |
| Subscriptions | – | – | 43,057 | 43,057 |
| Third party and other | 6,894 | 6,780 | – | 13,674 |
| 224,384 | 105,741 | 44,682 | 374,807 | |
| Digital Services 2022 (£000s) |
Workday Services 2022 (£000s) |
Workday Products 2022 (£000s) |
Total 2022 (£000s) |
|
| TYPE OF REVENUE | ||||
| Services | 192,662 | 64,475 | 2,990 | 260,127 |
| Subscriptions | – | – | 28,943 | 28,943 |
| Third party and other | 7,169 | 6,393 | – | 13,562 |
| 199,831 | 70,868 | 31,933 | 302,632 |
Disaggregation of revenue by sector
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| DIGITAL SERVICES | ||
| Public | 136,951 | 108,400 |
| Commercial | 37,782 | 25,120 |
| Healthcare | 49,651 | 66,311 |
| 224,384 | 199,831 | |
| WORKDAY SERVICES | ||
| Public | 167 | 1,311 |
| Commercial | 105,423 | 68,948 |
| Healthcare | 151 | 609 |
| 105,741 | 70,868 | |
| WORKDAY PRODUCTS | ||
| Public | 891 | 1,271 |
| Commercial | 43,171 | 29,730 |
| Healthcare | 620 | 932 |
| 44,682 | 31,933 | |
| GROUP | ||
| Public | 138,009 | 110,982 |
| Commercial | 186,376 | 123,798 |
| Healthcare | 50,422 | 67,852 |
| TOTAL | 374,807 | 302,632 |
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.
| Note | 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|---|
| Trade receivables | 16 | 35,693 | 35,228 |
| Accrued income | 16 | 38,808 | 39,462 |
| Deferred income | 20 | (37,087) | (30,966) |
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 majority of the accrued income balance as at 31 March 2022 (£39.5 million) was invoiced during the period. 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 (2022: all) has been recognised as revenue.
The aggregate transaction price allocated to unsatisfied or partially satisfied performance obligations at the end of the reporting period is £322.9 million (2022: £259.7 million). The majority of this balance will be recognised within 12 months of the reporting date.
The Group's non-current assets (excluding deferred tax assets) are located as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Northern Ireland | 16,685 | 16,318 |
| Rest of UK | 2,231 | 3,815 |
| United States of America | 11,366 | 12,748 |
| Finland | 8,822 | 8,737 |
| Other | 948 | 2,516 |
One customer, a Digital Services client, contributed £38.2 million or 10% to Group revenue for the year ended 31 March 2023. No other single customer contributed more than 10% to Group revenue in the period. No customers contributed more than 10% to revenue for the year ended 31 March 2022.
Profit for the year has been arrived at after charging/(crediting):
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Total staff costs (note 7) | 232,033 | 168,395 |
| Government grants | (12) | (479) |
| Research and development expensed as incurred | 9,061 | 6,176 |
| Research and Development Expenditure Credit | (4,230) | (3,205) |
| Depreciation of property, plant and equipment (note 12) | 2,249 | 1,538 |
| Depreciation of right-of-use assets (note 15) | 1,163 | 1,654 |
| Loss on disposal of property, plant and equipment | – | 8 |
| Net foreign exchange (gain)/loss | (873) | 62 |
| Amortisation of acquired intangibles (note 11) | 2,642 | 1,890 |
The analysis of auditor's remuneration is as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Fees payable to the Group's auditor for the audit of the Group's annual accounts | 110 | 93 |
| Fees payable to the Group's auditor for the audit of subsidiaries | 61 | 57 |
| TOTAL AUDIT FEES | 171 | 150 |
| Fees payable to the Group's auditor for other services to the Group: | ||
| Review of interim report | 25 | 23 |
| TOTAL AUDIT-RELATED FEES | 196 | 173 |
| Non-audit fees | – | – |
| Total audit and non-audit fees | 196 | 173 |
| Total % of non-audit fees | 0% | 0% |
The average number of employees during the year was:
| 2023 Number |
2022 Number |
|
|---|---|---|
| Technical | 2,107 | 1,705 |
| Administration | 311 | 234 |
| Sales | 188 | 158 |
| 2,606 | 2,097 |
The aggregate payroll costs of these persons were as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Wages and salaries | 194,210 | 141,588 |
| Social security costs | 20,290 | 14,120 |
| Contributions to defined contribution plans | 7,907 | 6,010 |
| Share-based payments (note 23) | 9,626 | 6,677 |
| 232,033 | 168,395 |
The split of remuneration between cost of sales and operating expenses is as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Cost of sales | 140,142 | 99,999 |
| Operating expenses | 91,891 | 68,396 |
| 232,033 | 168,395 |
The following tax was recognised in recognised in the income statement:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| CURRENT TAX EXPENSE: | ||
| Current year (UK) | 7,793 | 7,882 |
| Current year (overseas) | 5,271 | 4,011 |
| Adjustments in respect of prior years | (385) | (1,043) |
| 12,679 | 10,850 | |
| DEFERRED TAX (NOTE 17) | ||
| Origination and reversal of temporary differences | (1,130) | (1,187) |
| Adjustments in respect of prior years | 1,144 | 637 |
| Change in tax rate | – | (75) |
| 14 | (625) | |
| TOTAL TAX EXPENSE | 12,693 | 10,225 |
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:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| CURRENT TAX | ||
| Permanent element of share-based payment deduction | 237 | 1,610 |
| DEFERRED TAX | ||
| Deferred tax on share-based payments | (931) | (883) |
| Effect of rate change | – | 603 |
| (931) | (280) | |
| TOTAL TAX RECOGNISED DIRECTLY IN EQUITY | (694) | 1,330 |
UK corporation tax has been calculated at 19% (2022: 19%) of the estimated taxable profit for the year, the prevailing rate at the balance sheet date. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The effective tax rate for 2023 was 23% (2022: 22%).
On 24 May 2021, the UK Finance Act 2021 was substantively enacted, increasing the corporate tax rate to 25% effective from 1 April 2023. The change to the main rate of corporation tax was substantively enacted as at 31 March 2022 and therefore included in the prior year financial statements. Temporary differences were remeasured in the prior year using these enacted tax rates that are expected to apply when the liability is settled, or the asset realised. The impact of this remeasurement, recognised in the year ended 31 March 2022 resulted in an uplift in deferred tax assets of £0.9 million.
We envisage our future effective tax rates to be broadly in line with the main UK corporation tax rate.
The Group's tax charge can be reconciled to the profit in the income statement and effective tax rate as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| PROFIT BEFORE TAX ON CONTINUING OPERATIONS | 54,338 | 45,993 |
| Tax at the UK corporation tax rate of 19% (2022: 19%) | 10,324 | 8,739 |
| Expenses not deductible for tax purposes | 919 | 1,050 |
| Tax exempt income | (3) | (35) |
| Effect of foreign exchange on consolidation | (92) | 214 |
| Effect of tax rates in foreign jurisdictions | 740 | 671 |
| Adjustments to tax charge in respect of prior years | 759 | (406) |
| Change in UK tax rates | 46 | (8) |
| TAX EXPENSE FOR THE YEAR | 12,693 | 10,225 |
| EFFECTIVE TAX RATE | 23% | 22% |
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| AMOUNTS RECOGNISED AS DISTRIBUTIONS TO EQUITY HOLDERS IN THE PERIOD: | ||
| Interim dividend for 2023 of 7.8p per share | 9,702 | – |
| Final dividend for 2022 of 15.1p per share | 18,732 | – |
| Interim dividend for 2022 of 7.1p per share | – | 8,774 |
| Final dividend for 2021 of 15.1p per share | – | 18,645 |
| 28,434 | 27,419 |
The Board has proposed a final dividend in respect of the year ended 31 March 2023 subject to approval by shareholders at the Annual General Meeting. 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 16.1p per share (£20.1 million in total) and payable on 20 October 2023 to all shareholders on the Register of Members on 29 September 2023, and with an ex-dividend date of 28 September 2023.
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.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 41,645 | 35,768 |
| Thousands | Thousands | |
| Issued ordinary shares at 1 April | 124,078 | 122,785 |
| Effect of shares held in trust | (786) | (863) |
| Effect of share options vested and exercised | 392 | 802 |
| Effect of shares issued related to a business combination | 18 | 31 |
| Effect of shares issued related to free share awards | 99 | 49 |
| Weighted average number of ordinary shares at 31 March | 123,801 | 122,804 |
| BASIC EARNINGS PER SHARE | 33.6p | 29.1p |
The calculation of diluted EPS has been based on the following profit attributable to ordinary shareholders and weightedaverage number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 41,645 | 35,768 |
| Thousands | Thousands | |
| Weighted average number of ordinary shares (basic) | 123,801 | 122,804 |
| Effect of share options in issue | 758 | 1,256 |
| Effect of shares held in trust | 786 | 863 |
| Effect of potential shares to be issued related to a business combination | 299 | 410 |
| Weighted average number of ordinary shares (diluted) at 31 March | 125,644 | 125,333 |
| DILUTED EARNINGS PER SHARE | 33.1p | 28.5p |
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 2023, 159,755 options (2022: 39,451) were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive.
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.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| ADJUSTED PROFIT FOR THE YEAR | 53,406 | 47,726 |
| Thousands | Thousands | |
| Weighted average number of ordinary shares for the purposes of basic earnings per share | 123,801 | 122,804 |
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | 125,644 | 125,333 |
| ADJUSTED BASIC EARNINGS PER SHARE | 43.1p | 38.9p |
| ADJUSTED DILUTED EARNINGS PER SHARE | 42.5p | 38.1p |
| Goodwill (£000s) |
Order backlog (£000s) |
Customer relationships (£000s) |
Total (£000s) |
|
|---|---|---|---|---|
| COST | ||||
| At 1 April 2021 | 3,121 | – | 3,717 | 6,838 |
| Exchange adjustments | 11 | 53 | 176 | 240 |
| Acquisitions through business combinations | 15,633 | 1,016 | 3,378 | 20,027 |
| At 31 March 2022 | 18,765 | 1,069 | 7,271 | 27,105 |
| Exchange adjustments | 242 | 29 | 415 | 686 |
| AT 31 MARCH 2023 | 19,007 | 1,098 | 7,686 | 27,791 |
| AMORTISATION AND IMPAIRMENT | ||||
| At 1 April 2021 | – | – | 429 | 429 |
| Charge for the year | – | 328 | 1,562 | 1,890 |
| Exchange adjustments | – | 5 | 23 | 28 |
| At 31 March 2022 | – | 333 | 2,014 | 2,347 |
| Charge for the year | – | 792 | 1,850 | 2,642 |
| Exchange adjustments | – | (27) | 6 | (21) |
| AT 31 MARCH 2023 | 19,007 | – | 3,816 | 22,823 |
|---|---|---|---|---|
| At 31 March 2022 | 18,765 | 736 | 5,257 | 24,758 |
AT 31 MARCH 2023 – 1,098 3,870 4,968
Amortisation of customer relationships is calculated using the straight-line method over a period ranging from 3 to 7 years.
Amortisation of order backlog is calculated using the straight-line method over a period ranging from 10 to 15 months.
Amortisation of acquired intangibles is included within operating expenses in the consolidated income statement.
The carrying amount of goodwill has been allocated to cash-generating units (CGU) as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Kainos Workday Adaptive Practice | 3,219 | 3,162 |
| Workday Services North America | 7,251 | 7,375 |
| Workday Services Central Europe | 8,537 | 8,228 |
| TOTAL | 19,007 | 18,765 |
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.
The pre-tax discount rates used in the calculations were as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Workday Adaptive Practice | 11-12% | 11-12% |
| Workday Services North America | 11-12% | 11-12% |
| Workday Services Central Europe | 12-13% | 12-13% |
Discount rates represent the Group's pre-tax discount rate adjusted for the risk profiles of the individual CGUs.
The terminal value growth rates used in the calculations were as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Workday Adaptive Practice | 2% | 2% |
| Workday Services North America | 2% | 2% |
| Workday Services Central Europe | 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.
As a result of this review, no impairment has been identified.
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.
| Property under construction (£000s) |
Property and leasehold improvements (£000s) |
Office equipment (£000s) |
Fixtures and fittings (£000s) |
Total (£000s) |
|
|---|---|---|---|---|---|
| COST | |||||
| At 1 April 2021 | 8,030 | 1,591 | 5,079 | 604 | 15,304 |
| Acquisition through business combinations | – | 223 | 69 | 15 | 307 |
| Additions | 177 | 733 | 3,939 | 970 | 5,819 |
| Disposals | – | – | (1,270) | (14) | (1,284) |
| At 31 March 2022 | 8,207 | 2,547 | 7,817 | 1,575 | 20,146 |
| Impact of foreign exchange | – | (103) | (8) | (9) | (120) |
| Reclassification to investment property (note 13) | (5,160) | – | – | – | (5,160) |
| Reclassification to assets held for sale | – | (1,436) | – | – | (1,436) |
| Additions | 811 | 45 | 1,515 | 128 | 2,499 |
| Disposals | – | – | (718) | (215) | (933) |
| AT 31 MARCH 2023 | 3,858 | 1,053 | 8,606 | 1,479 | 14,996 |
| ACCUMULATED DEPRECIATION | |||||
| At 1 April 2021 | – | 1,170 | 3,336 | 511 | 5,017 |
| Charge for the year | – | 185 | 1,266 | 87 | 1,538 |
| Eliminated on disposals | – | – | (1,262) | (14) | (1,276) |
| At 31 March 2022 | – | 1,355 | 3,340 | 584 | 5,279 |
| Impact of foreign exchange | – | (30) | 27 | (6) | (9) |
| Charge for the year | – | 250 | 1,751 | 248 | 2,249 |
| Reclassification to assets held for sale | – | (1,126) | – | – | (1,126) |
| Eliminated on disposals | – | – | (691) | (215) | (906) |
| AT 31 MARCH 2023 | – | 449 | 4,427 | 611 | 5,487 |
| AT 31 MARCH 2023 | 3,858 | 604 | 4,179 | 868 | 9,509 |
|---|---|---|---|---|---|
| At 31 March 2022 | 8,207 | 1,192 | 4,477 | 991 | 14,867 |
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 (£0.8 million) relate to legal and professional fees and demolition works.
During the period, £5.2 million was transferred to investment property, reflecting the Group's agreement to sell part of this site. Immediately before the transfer, the Group internally remeasured the relevant portion of the site to fair value with no gain or loss arising.
No capital commitments exist at 31 March 2023 (2022: nil) relating to the property under construction.
In February 2023, the Group committed to selling a number of properties located in Belfast and actively listed these for sale. Subsequent to 31 March 2023, the Group has accepted an offer for all of these properties and expects the transaction to complete in FY24.
Accordingly, the Group has classified this property as an asset held for sale at 31 March 2023. The assets held for sale are measured at their carrying amount of £0.3 million.
| (£000s) | |
|---|---|
| At 1 April 2022 | – |
| Transferred from property, plant and equipment | 5,160 |
| AT 31 MARCH 2023 | 5,160 |
As described in note 12, £5.2 million was transferred during the period from property, plant and equipment to investment property. Immediately before the transfer, the Group internally remeasured the relevant portion of the site to fair value with no gain or loss arising.
The fair value of the property as at 31 March 2023 is based on an agreed contract for sale, discounted at the market rate of interest. The sale is subject to planning permission and is expected to complete during FY25.
The fair value measurement of the investment property has been 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 estimated fair value would increase (decrease) if the risk-adjusted discount was lower (higher).
The subsidiary undertakings at 31 March 2023 are in the table below. All principally operate in their country of incorporation.
| Subsidiary undertakings | Incorporated | Registered office | Principal activity | Proportion of ordinary share capital held |
|---|---|---|---|---|
| Kainos Software Limited | Northern Ireland | Kainos House, 4-6 Upper Crescent, Belfast, BT7 1NT, Northern Ireland |
Software development |
100% |
| Kainos Software Ireland Limited | Republic of Ireland | Glandore, Fitzwilliam Court, Suite 103, Leeson Close, Dublin 2, D02 YW24, Ireland |
Software development |
100% |
| Kainos Software Poland Spólka z.o.o | Poland | Tryton Business House, ul. Jana z Kolna 11, 80-864 Gdańsk, Poland |
Software development |
100% |
| Kainos Poland Services Spólka z.o.o | Poland | Jana z Kolna 11 80-864 Gdańsk, Poland |
Software services |
100% |
| Kainos Trustees Limited | Northern Ireland | Kainos House, 4-6 Upper Crescent, Belfast, BT7 1NT, Northern Ireland |
Share Scheme Trustee |
100% |
| Kainos Managers Limited | Northern Ireland | Kainos House, 4-6 Upper Crescent, Belfast, BT7 1NT, Northern Ireland |
Property company |
100% |
| Kainos Evolve Limited | Northern Ireland | Kainos House, 4-6 Upper Crescent, Belfast, BT7 1NT, Northern Ireland |
Software development |
100% |
| Kainos WorkSmart Limited | Northern Ireland | Kainos House, 4-6 Upper Crescent, Belfast, BT7 1NT, Northern Ireland |
Software development |
100% |
| Kainos WorkSmart Inc. | US | WeWork Tower Place 100, 3340 Peachtree Road NE, Atlanta, Georgia, 30326, USA |
Software development |
100% |
| Kainos Evolve Inc. | US | WeWork Terminus, 3280 Peachtree Road NE, Atlanta, Georgia, 30305, USA |
Software development |
100% |
| Kainos WorkSmart GmbH | Germany | The Squaire 12, Am Flughafen Hessen, Frankfurt 60549, Germany |
Software development |
100% |
| Subsidiary undertakings | Incorporated | Registered office | Principal activity | Proportion of ordinary share capital held |
|---|---|---|---|---|
| Kainos WorkSmart ApS | Denmark | Office no. 280110080 Harsdorffs Hus Office Club Kongens Nytorv 5 1050 Copenhagen, Denmark |
Software development |
100% |
| Kainos Canada Inc. | Canada | 20 Wellington Street East, Suite 500, Toronto, ON, M5E 1C5, Canada |
Software development |
100% |
| Kainos WorkSmart SAS | France | 3-5 Rue Saint Georges TMF Pole 75009, Paris, France |
Software development |
100% |
| Kainos WorkSmart Oy | Finland | c/o TMF Finland Oy, Erottajankatu 15-17, 00130 Helsinki, Finland |
Software development |
100% |
| Formulate Kainos Limited | England | 2nd Floor, 21 Farringdon Road, London, EC1M 3HA, England |
Software services |
100% |
| Kainos Planning, LLC | US | 355 S. Teller Street, Suite 200, Lakewood, Colorado, 80226, USA |
Software services |
100% |
| KW Software Oy | Finland | c/o TMF Finland Oy, Erottajankatu 15-17 00130 Helsinki, Finland |
Software services |
100% |
| Kainos AB | Sweden | Vasagatan 11 111 20 Stockholm, Sweden |
Software services |
100% |
| Kainos the Netherlands B.V. | Netherlands | Hogebrinkerweg 15 b, 3871KM, Hoevelaken, Netherlands |
Software services |
100% |
| Kainos Belgium BV | Denmark | 2060 Wommelgem Nijverheidsstraat 70, Belgium |
Software services |
100% |
| Kainos OÜ | Estonia | Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/1, 11415 Estonia |
Software services |
100% |
| Kainos Worksmart S.R.L. | Romania | Bucureşti Sectorul 4, Calea Văcăreşti, Nr. 391, Intrarea A, Etaj 3, Sector 4, Bucuresti, Romania |
Software services |
100% |
| Kainos AS | Norway | c/o Azets Insigt AS, Drammensveien, 151, 0277 Oslo, Norway |
Software services |
100% |
| Blackline Group, Inc. | US | 522 W Riverside Avenue, Suite 4197, Spokane, WA 99201, USA |
Software services |
100% |
| Kainos Argentina S.A.U. | Argentina | Av. del Libertador 498, 13th floor, 'South', Buenos Aires, Argentina |
Software services |
100% |
| Kainos (Philippines) Inc. | Philippines | 24/Floor Philam Life Tower, 8767 Paseo de Roxas Avenue, Brgy. Bel-Air, Makati City, NCR, Philippines 1226 |
Software services |
100% |
There are no significant restrictions on the ability of the Group to access or use assets and settle liabilities.
| Property (£000s) |
Other (£000s) |
Total (£000s) |
|
|---|---|---|---|
| COST | |||
| 1 April 2021 | 7,258 | 113 | 7,371 |
| Additions | 1,025 | – | 1,025 |
| Acquisitions through business combinations | 358 | – | 358 |
| Disposals | (2,099) | (26) | (2,125) |
| Exchange adjustments | 13 | – | 13 |
| At 31 March 2022 | 6,555 | 87 | 6,642 |
| Additions | 751 | – | 751 |
| Disposals | (4,546) | – | (4,546) |
| Exchange adjustments | 77 | – | 77 |
| AT 31 MARCH 2023 | 2,837 | 87 | 2,924 |
| ACCUMULATED DEPRECIATION | |||
| 1 April 2021 | 3,447 | 67 | 3,514 |
| Charge for the year | 1,639 | 15 | 1,654 |
| Elimination on disposal | (1,666) | (26) | (1,692) |
| Exchange adjustments | – | – | – |
| At 31 March 2022 | 3,420 | 56 | 3,476 |
| Charge for the year | 1,154 | 9 | 1,163 |
| Elimination on disposal | (3,074) | – | (3,074) |
| Exchange adjustments | 96 | 2 | 98 |
| AT 31 MARCH 2023 | 1,596 | 67 | 1,663 |
| AT 31 MARCH 2023 | 1,241 | 20 | 1,261 |
|---|---|---|---|
| At 31 March 2022 | 3,135 | 31 | 3,166 |
The Group leases several assets including buildings and vehicles. The average lease term is 4.3 years (2022: 4.2 years) with an option to renew the lease after the end of lease term. The Group is committed to £5.8 million for leases not yet commenced and therefore not reflected as at 31 March 2023. The maturity analysis of lease liabilities is presented in note 19.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Depreciation expense on right-of use assets | 1,163 | 1,654 |
| Interest expense on lease liabilities | 64 | 66 |
| Expense relating to short-term and low value leases | 722 | 877 |
| Amounts recognised in statement of cash flows | ||
| 2023 | 2022 |
| (£000s) | (£000s) | |
|---|---|---|
| TOTAL CASH OUTFLOW FOR LEASES | 1,861 | 2,352 |
At 31 March 2023, the Group is committed to £0.4 million (2022: £0.5 million) for short-term leases.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Trade receivables | 35,693 | 35,228 |
| Other receivables | 3,277 | 3,130 |
| 38,970 | 38,358 | |
| Prepayments | 3,656 | 4,377 |
| Accrued income | 38,808 | 39,462 |
| 81,434 | 82,197 |
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 is net of a loss allowance for impairment. Further information is disclosed in note 25.
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.
| Accelerated capital allowances (£000s) |
Share-based payment (£000s) |
Tax losses (£000s) |
Short-term temporary differences (£000s) |
Deferred tax on acquisitions (£000s) |
Total (£000s) |
|
|---|---|---|---|---|---|---|
| At 1 April 2021 | (147) | 2,214 | 14 | 2,215 | (276) | 4,020 |
| Foreign exchange differences | – | – | – | 52 | – | 52 |
| Arising on acquisition | – | – | – | – | (135) | (135) |
| Adjustment for prior years | 6 | – | (9) | (705) | 71 | (637) |
| Rate change | (46) | (96) | 1 | 216 | – | 75 |
| Rate change (OCI) | – | 603 | – | – | – | 603 |
| Debit to retained earnings | – | (883) | – | – | – | (883) |
| (Debit)/credit to profit | (177) | 90 | (6) | 1,143 | 137 | 1,187 |
| At 31 March 2022 | (364) | 1,928 | – | 2,921 | (203) | 4,282 |
| Foreign exchange | – | – | – | 78 | – | 78 |
| Adjustment for prior years | (778) | – | – | (366) | – | (1,144) |
| Reclassification from corporation tax | – | (312) | – | – | – | (312) |
| Debit to retained earnings | – | (931) | – | – | – | (931) |
| (Debit)/credit to profit | 135 | (206) | – | 1,201 | – | 1,130 |
| AT 31 MARCH 2023 | (1,007) | 479 | – | 3,834 | (203) | 3,103 |
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset):
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Deferred tax asset | 3,103 | 4,282 |
| 3,103 | 4,282 |
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.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Cash at bank and in hand | 42,431 | 61,385 |
| Short-term deposits | 65,871 | 15,224 |
| CASH AND CASH EQUIVALENTS | 108,302 | 76,609 |
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.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Less than one year | 640 | 1,141 |
| One to five years | 835 | 2,329 |
| 1,475 | 3,470 | |
| Less: unearned interest | (96) | (109) |
| 1,379 | 3,361 | |
| ANALYSED AS: | ||
| Non-current | 585 | 2,268 |
| Current | 794 | 1,093 |
The Group does not have a significant liquidity risk with regard to its lease liabilities.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| 1 April | 3,361 | 3,643 |
| New leases | 751 | 1,025 |
| Acquisition through business combinations | – | 358 |
| Cash flow on principal | (1,075) | (1,409) |
| Cash flow on interest | (64) | (66) |
| Termination of lease agreements | (1,496) | – |
| Non-cash movement | (98) | (190) |
| 31 MARCH | 1,379 | 3,361 |
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Trade payables and accruals | 52,348 | 49,199 |
| Deferred income | 37,087 | 30,966 |
| Current tax liabilities | – | 1,959 |
| Other tax and social security | 12,068 | 11,917 |
| 101,503 | 94,041 |
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, including payroll. For most suppliers, no interest is 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.
Other provisions are analysed as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Property-related provision | 1,372 | 1,391 |
| Onerous contract provision | – | 739 |
| 1,372 | 2,130 |
| 2023 (£000s) |
2022 (£000s) |
||
|---|---|---|---|
| Current | 341 | 872 | |
| Non-current | 1,031 | 1,258 | |
| 1,372 | 2,130 | ||
| Property related (£000s) |
Onerous contract (£000s) |
Total (£000s) |
|
| At 1 April 2022 | 1,391 | 739 | 2,130 |
| Utilisation of provision | (19) | (739) | (758) |
| AT 31 MARCH 2023 | 1,372 | – | 1,372 |
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 July 2023 to September 2026.
Share capital
| 2023 | 2022 | |
|---|---|---|
| (£000s) | (£000s) | |
| ISSUED AND FULLY PAID: | ||
| ORDINARY SHARES | ||
| Opening balance | 619 | 614 |
| Issued during the year | 4 | 5 |
| TOTAL SHARE CAPITAL | 623 | 619 |
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 2023, the Company had 124,628,176 issued ordinary shares (2022: 124,078,432) with a nominal value of £0.005 each.
During the year the Group issued 420,574 shares due to the exercise of vested options and the award of shares under the UK SIP and ROI Restricted share schemes. The exercise price of options exercised during the year ranged from £0.005 per share to £7.35 per share.
The Group issued 129,170 ordinary shares in respect of post-acquisition remuneration.
The share option reserve comprises the charge for share options and equity-settled compensation for post-combination services.
The capital 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.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
The Group has the following equity-settled share-based payment arrangements:
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 Performance Share Plan are described in further detail as part of the Directors' Remuneration Report.
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.
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.
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.
The Group has established a Share Incentive Plan 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 imposed before the employee can withdraw. There are no cash settlement alternatives.
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 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.
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 (CSA) 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. Conditional Share Awards may be granted for free or at a purchase price determined by the Committee. Conditional Share Awards 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.
In order to replicate the share-based awards available to staff in the UK and Ireland, the Group implemented the US Conditional Share Award (CSA) which applies to US employees only. The Remuneration Committee may grant Share Options or Conditional Share Awards (CSA) 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. Conditional Share Awards may be granted for free or at a purchase price determined by the Committee. Conditional Share Awards 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.
The fair value of shares awarded under the UK SIP scheme and the Republic of Ireland Restricted Share scheme is calculated using the average middle market closing share price for the five days prior to 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 28 June 2022, 18 November 2022 and 2 December 2022 (2022: 29 June 2021 and 10 December 2021) under the PSP, CSOP and SAYE 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 £4.4 million (2022: £5.7 million). The following table lists the key inputs to the model used in the year of grant. Expected volatility was determined by calculating the historical volatility of the Group's share price over an appropriate period to the period assessed at grant date.
Fair values and awards outstanding cont.
| PSP | Granted during year to 31 March 2023 |
Granted during year to 31 March 2022 |
|---|---|---|
| Weighted-average exercise price | £0.01 | £0.01 |
| Fair value at grant date | £8.92-£10.49 | £8.79-£13.96 |
| Share price at grant | £11.29 | £14.66 |
| Expected volatility | 47% | 47% |
| Expected life (years) | 4.0 | 4.0 |
| Risk-free interest rate | 2.1% | 0.4% |
| Expected dividends per annum | 1.7% | 1.1% |
| Granted | Granted | |
|---|---|---|
| during year | during year | |
| CSOP | to 31 March 2023 |
to 31 March 2022 |
| Weighted-average exercise price | £10.81 | £14.66 |
| Fair value | £2.69 | £3.11 |
| Share price at grant | £11.29 | £14.66 |
| Expected volatility | 47% | 47% |
| Expected life (years) | 4.0 | 4.0 |
| Risk-free interest rate | 2.1% | 0.4% |
| Expected dividends per annum | 1.7% | 1.1% |
| Granted | Granted | |
|---|---|---|
| during year | during year | |
| to 31 March | to 31 March | |
| UK SAYE | 2023 | 2022 |
| Weighted-average exercise price | £9.92 | – |
| Fair value | £2.86 | – |
| Share price at grant | £11.29 | – |
| Expected volatility | 47% | – |
| Expected life (years) | 3.25 | – |
| Risk-free interest rate | 2.1% | – |
| Expected dividends per annum | 1.7% | – |
| ROI share options | Granted during year to 31 March 2023 |
Granted during year to 31 March 2022 |
|---|---|---|
| Weighted-average exercise price | £9.92 | – |
| Fair value | £2.86 | – |
| Share price at grant | £11.29 | – |
| Expected volatility | 47% | – |
| Expected life (years) | 3.25 | – |
| Risk-free interest rate | 2.1% | – |
| Expected dividends per annum | 1.7% | – |
Fair values and awards outstanding cont.
| Poland share options | Granted during year to 31 March 2023 |
Granted during year to 31 March 2022 |
|---|---|---|
| Weighted-average exercise price | £9.92 | – |
| Fair value | £2.86 | – |
| Share price at grant | £11.29 | – |
| Expected volatility | 47% | – |
| Expected life (years) | 3.25 | – |
| Risk-free interest rate | 2.1% | – |
| Expected dividends per annum | 1.7% | – |
| Poland CSA | Granted during year to 31 March 2023 |
Granted during year to 31 March 2022 |
|---|---|---|
| Weighted-average exercise price | £0.01 | £0.01 |
| Fair value | £14.70 | £17.36 |
| Share price at grant | £15.62 | £18.09 |
| Expected volatility | 47% | 48% |
| Expected life (years) | 3.25 | 3.5 |
| Risk-free interest rate | 3.3% | 0.5% |
| Expected dividends per annum | 1.7% | 1.1% |
| US CSA | Granted during year to 31 March 2023 |
Granted during year to 31 March 2022 |
|---|---|---|
| Weighted-average exercise price | £0.01 | – |
| Fair value | £15.15 | – |
| Share price at grant | £16.10 | – |
| Expected volatility | 47% | – |
| Expected life (years) | 3.25 | – |
| Risk-free interest rate | 3.3% | – |
| Expected dividends per annum | 1.7% | – |
Number of share options 2022/2023
| PSP (000s) |
UK SAYE (000s) |
CSOP (000s) |
US (000s) |
ROI (000s) |
Poland (000s) |
Total (000s) |
|
|---|---|---|---|---|---|---|---|
| Outstanding at 31 March 2022 | 599 | 350 | 284 | – | 10 | 307 | 1,550 |
| Granted during period | 104 | 465 | 41 | 43 | 12 | 199 | 864 |
| Exercised during the period | (46) | (1) | (27) | – | – | (67) | (141) |
| Forfeited during the period | (12) | (35) | (7) | (1) | – | (60) | (115) |
| OUTSTANDING AT 31 MARCH 2023 | 645 | 779 | 291 | 42 | 22 | 379 | 2,158 |
| EXERCISABLE AT THE END OF THE YEAR | 337 | – | 180 | – | – | – | 517 |
| Weighted average exercise price 2022/2023 | |||||||
| PSP | UK SAYE | CSOP | US | ROI | Poland |
| £ | £ | £ | £ | £ | £ | |
|---|---|---|---|---|---|---|
| Outstanding at 31 March 2022 | 0.005 | 6.20 | 4.76 | – | 6.20 | 2.56 |
| Granted during period | 0.005 | 9.92 | 10.81 | 0.005 | 9.92 | 4.45 |
| Exercised during the period | 0.005 | 6.20 | 5.80 | – | – | 0.005 |
| Forfeited during the period | 0.005 | 8.39 | 11.15 | 0.005 | – | 4.74 |
| OUTSTANDING AT 31 MARCH 2023 | 0.005 | 8.36 | 5.43 | 0.005 | 8.36 | 5.17 |
| EXERCISABLE AT THE END OF THE YEAR | 0.005 | – | 2.65 | – | – | – |
| PSP (000s) |
UK SAYE (000s) |
CSOP (000s) |
ROI (000s) |
Poland (000s) |
Total (000s) |
|
|---|---|---|---|---|---|---|
| Outstanding at 31 March 2021 | 645 | 822 | 421 | 28 | 539 | 2,455 |
| Granted during period | 89 | – | 28 | – | 42 | 159 |
| Exercised during the period | (124) | (413) | (135) | (17) | (237) | (926) |
| Forfeited during the period | (11) | (59) | (30) | (1) | (37) | (138) |
| OUTSTANDING AT 31 MARCH 2022 | 599 | 350 | 284 | 10 | 307 | 1,550 |
| EXERCISABLE AT THE END OF THE YEAR | 236 | – | 170 | – | – | 406 |
| PSP £ |
UK SAYE £ |
CSOP £ |
ROI £ |
Poland £ |
|
|---|---|---|---|---|---|
| Outstanding at 31 March 2021 | 0.005 | 4.72 | 3.26 | 4.40 | 2.74 |
| Granted during period | 0.005 | – | 14.66 | – | 0.005 |
| Exercised during the period | 0.005 | 3.36 | 1.87 | 3.36 | 2.52 |
| Forfeited during the period | 0.005 | 5.59 | 6.11 | 6.20 | 2.56 |
| OUTSTANDING AT 31 MARCH 2022 | 0.005 | 6.20 | 4.76 | 6.20 | 2.56 |
| EXERCISABLE AT THE END OF THE YEAR | 0.005 | – | 2.16 | – | – |
The weighted average share price at the date of exercise of share options exercised during the year was £21.99 (2022: £17.43).
The options outstanding at 31 March 2023 had an exercise price in the range of £0.005 to £14.66 (2022: £0.005 to £14.66) and a weighted-average contractual life of 6.32 years (2022: 4.48 years).
Reconciliation of outstanding share options and share awards cont.
Restricted shares
| OUTSTANDING AT 31 MARCH 2023 | 1,535 | 24 | 1,559 |
|---|---|---|---|
| Forfeited during the period | (72) | (1) | (73) |
| Released during the period | (155) | (5) | (160) |
| Granted during period | 345 | 5 | 350 |
| Outstanding at 31 March 2022 | 1,417 | 25 | 1,442 |
| UK SIP (000s) |
ROI (000s) |
Total (000s) |
| UK SIP (000s) |
ROI (000s) |
Total (000s) |
|
|---|---|---|---|
| Outstanding at 31 March 2021 | 1,398 | 32 | 1,430 |
| Granted during period | 212 | 3 | 215 |
| Released during the period | (62) | (9) | (71) |
| Forfeited during the period | (131) | (1) | (132) |
| OUTSTANDING AT 31 MARCH 2022 | 1,417 | 25 | 1,442 |
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. At 31 March 2023 the liability recognised was £2.8 million (2022: £1.9 million).
The Group recognised a total expense of £9.5 million related to share-based payment transactions during the year (2022: £6.7 million). Of this amount £8.2 million (2022: £6.1 million) has been recognised as an employee benefit expense in the share-based payment reserve. The remaining charge relates to cash-settled share-based payment arrangements and national insurance contributions associated with share-based payment arrangements.
Of the total expense recognised above, £3.2 million (2022: £3.0 million) relates to compensation for post-combination remuneration. In connection with the Group's acquisitions there are contingent consideration arrangements in place, which are subject to future service conditions being met and are settled through the allotment of shares. This equity-settled share-based payment expense is recognised over the service periods based on the grant date fair value.
The Group operates three 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 £7.9 million (2022: £6.0 million) represents contributions payable to these funds by the Group at rates specified in the rules of the schemes. As at 31 March 2023, contributions of £0.1 million (2022: £0.1 million) were payable to the funds and are included in trade creditors and accruals (note 20).
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.
| 31 MARCH 2023 | FVPL | Financial assets at amortised cost |
Other financial liabilities (£000s) |
Total (£000s) |
Fair value (£000s) |
Level |
|---|---|---|---|---|---|---|
| FINANCIAL ASSETS MEASURED AT FAIR VALUE: | (£000s) | (£000s) | ||||
| Investments in equity instruments | 1,299 | – | – | 1,299 | 1,299 | 3 |
| FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE: | ||||||
| Trade and other receivables | – | 38,970 | – | 38,970 | – | – |
| Cash and cash equivalents | – | 108,302 | – | 108,302 | – | – |
| FINANCIAL LIABILITIES MEASURED AT FAIR VALUE: | ||||||
| Cash settled share-based payments | 2,771 | – | – | 2,771 | 2,771 | 1 |
| FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE: | ||||||
| Trade payables | – | – | 3,860 | 3,860 | – | – |
| Other tax and social security | – | – | 12,068 | 12,068 | – | – |
| 31 MARCH 2022 | FVPL (£000s) |
Financial assets at amortised cost (£000s) |
Other financial liabilities (£000s) |
Total (£000s) |
Fair value (£000s) |
Level |
| FINANCIAL ASSETS MEASURED AT FAIR VALUE: | ||||||
| Investments in equity instruments | 1,343 | – | – | 1,343 | 1,343 | 3 |
| FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE: | ||||||
| Trade and other receivables | – | 38,358 | – | 38,358 | – | – |
| Cash and cash equivalents | – | 76,609 | – | 76,609 | – | – |
| FINANCIAL LIABILITIES MEASURED AT FAIR VALUE: | ||||||
| Cash settled share-based payments | 1,947 | – | – | 1,947 | 1,947 | 1 |
| FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE: | ||||||
| Trade payables | – | – | 3,803 | 3,803 | – | – |
| Other tax and social security | – | – | 11,917 | 11,917 | – | – |
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.
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 Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. There are no financial derivatives held at year end (2022: nil).
The Finance function provides updates to the Audit Committee so it can monitor risk and policies implemented to mitigate risk exposures.
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.
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 | |||
|---|---|---|---|---|
| 2023 (£000s) |
2022 (£000s) |
2023 (£000s) |
2022 (£000s) |
|
| Polish Złoty | – | 2,577 | 48 | 3,126 |
| Euro | 146 | 184 | 4,375 | 2,210 |
| US Dollar | 583 | 706 | 537 | 3,752 |
| Canadian Dollar | 1 | 517 | 3,300 | – |
| Danish Krone | – | – | – | 170 |
| Swedish Krona | 2 | 204 | 20 | 76 |
The following exchanges rates were applied at the reporting date.
| 2023 | 2022 | |
|---|---|---|
| Polish Złoty | 5.312 | 5.481 |
| Euro | 1.136 | 1.179 |
| US Dollar | 1.238 | 1.314 |
| Canadian Dollar | 1.676 | 1.642 |
| Danish Krone | 8.464 | 8.773 |
| Swedish Krona | 12.829 | 12.184 |
The following table details the Group's sensitivity to a 1% increase in Sterling units (GBP) against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and adjusts their translation at the year end for a 1% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where Sterling strengthens 1% against the relevant currency. For a 1% weakening of Sterling against the relevant currency, there would be a comparable impact on the profit and other equity and the balances below would be opposite:
| Euro impact | PLN impact | USD impact | ||||
|---|---|---|---|---|---|---|
| 2023 (£000s) |
2022 (£000s) |
2023 (£000s) |
2022 (£000s) |
2023 (£000s) |
2022 (£000s) |
|
| 1% increase in strength of GBP | (42) | (20) | (0) | (5) | 0 | (30) |
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 subsequently there are no outstanding forward contracts at 31 March 2023 (2022: 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.
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 £1.5 million during the year ended 31 March 2023 (2022: £0.1 million). Due to the limited exposure to interest rate risk no sensitivity analysis has been performed.
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.
Expected credit losses 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 provision matrix is calculated separately for exposures based on the industry in which the customer operates. For certain significant customers the Group applies credit judgement that is determined to be predictive of the risk of expected credit loss, 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 2023, accrued income of £38.8 million (2022: £39.5 million).
The following table provides information about the exposure to credit risk and ECLs.
| 31 MARCH 2023 | Expected loss rate % |
Gross carrying amount (£000s) |
Loss allowance (£000s) |
|---|---|---|---|
| Accrued income | <1 | 38,946 | 138 |
| Not past due | 1 | 24,297 | 254 |
| Past due 1-90 days | 4 | 11,572 | 489 |
| Past due 91 + | 57 | 1,307 | 740 |
| BALANCE AT 31 MARCH 2023 | 76,122 | 1,621 |
| 31 MARCH 2022 | Expected loss rate % |
Gross carrying amount (£000s) |
Loss allowance (£000s) |
|---|---|---|---|
| Accrued income | <1 | 39,614 | 152 |
| Not past due | 2 | 22,979 | 562 |
| Past due 1-90 days | 5 | 12,817 | 613 |
| Past due 91 + | 52 | 1,315 | 708 |
| BALANCE AT 31 MARCH 2022 | 76,725 | 2,035 |
The movement in the allowance for impairment during the year was as follows:
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| BALANCE AT THE BEGINNING OF THE PERIOD | 2,035 | 1,551 |
| Remeasurement of loss allowance | (91) | 1,669 |
| Amounts recovered during the year | (297) | (1,063) |
| Amounts written off | (26) | (122) |
| BALANCE AT THE END OF THE PERIOD | 1,621 | 2,035 |
The Group has evaluated the concentration of risk with respect to its trade receivables and accrued income balance and considers it to be low. One customer (customer A) represents more than 10% of the accrued income and trade receivables balances at 31 March 2023. At 31 March 2022, no single customer represented more than 10% of either the trade receivables balance or the accrued income balance).
The table below presents the combined trade receivables and accrued income balances by geographic region at 31 March:
| 2023 | 2022 | |
|---|---|---|
| (£000s) | (£000s) | |
| United Kingdom & Ireland | 41,277 | 47,941 |
| North America | 23,652 | 18,064 |
| Central Europe | 9,347 | 8,225 |
| Rest of world | 225 | 460 |
| 74,501 | 74,690 |
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 2023, all of the Group's funds were held in counterparty banks with ratings of 'A' and above (2022: 'A' 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 is deemed not to be material.
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 0.05% to 4.2% 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.
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 £108.3 million (2022: £76.6 million) and no borrowings. The Group does not anticipate requiring additional credit facilities to manage liquidity.
Note 19 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 19), will be settled within 12 months of the financial year end.
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 Group's overall strategy remained unchanged throughout the period 1 April 2022 to 31 March 2023. 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.
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.
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.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Short-term employee benefits (emoluments) | 1,165 | 1,432 |
| Post-employment benefits (pension contributions) | – | 12 |
| Gains on exercise of share options | – | 656 |
| Share-based payments charge | 139 | 153 |
| 1,304 | 2,253 |
No Directors are a member of the Group's defined contribution pension schemes (2022: one). Two Directors receive additional salary in lieu of pension contributions.
No Directors exercised options over shares in the Group (2022: two).
Remuneration of the highest paid Director was £0.5 million (2022: £0.4 million), including pension contributions of £nil (2022: £nil). The highest paid Director exercised no share options in the year (2022: nil).
Further information about the remuneration of individual Directors is provided in the Directors' Remuneration Report.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Short-term employee benefits (emoluments) | 890 | 1,094 |
| Post-employment benefits (pension contributions) | – | 12 |
| Gains on exercise of share options | – | 656 |
| Share-based payments charge | 139 | 153 |
| 1,029 | 1,915 |
There were no acquisitions during the year ended 31 March 2023.
Cloudator
On 1 June 2021, Kainos acquired the entire share capital of Cloudator OY and its five subsidiaries.
Founded in 2011 in Helsinki, Finland, Cloudator offers services for the full suite of Workday enterprise cloud applications, including Workday Financial Management, Workday Human Capital Management and Workday Adaptive Planning.
Cloudator is one of the most experienced Workday Services Partners in the Nordics with projects spanning the globe. The acquisition of Cloudator's Workday division further increases Kainos' Workday presence in Europe.
From 1 June 2021 to 31 March 2022, Cloudator has contributed revenue of £3.9 million and a profit of £0.7 million. If the acquisition had incurred on 1 April 2021, management estimates that revenue for the 12 months ended 31 March 2022 would have been £4.6 million and £0.9 million profit would have been recognised for this period.
The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date. The purchase price adjustment with respect to the final working capital statement was included on a provisional pending in the prior year financial statements but is now finalised.
| Right-of-use asset 358 Trade and other receivables 778 Accrued income 201 Cash and cash equivalents 1,551 Trade and other payables (2,572) Lease liabilities (358) Deferred tax liabilities (135) Deferred revenue (191) Intangible assets 675 FAIR VALUE OF IDENTIFIABLE NET LIABILITIES 307 Goodwill 8,351 TOTAL CONSIDERATION 8,658 SATISFIED BY: (£000s) Cash 8,782 Purchase price adjustment (124) TOTAL CONSIDERATION 8,658 OUTFLOW OF CASH AND CASH EQUIVALENTS (£000s) Cash consideration 8,782 Less cash and equivalents acquired (1,551) NET CASH OUTFLOW 7,231 |
Fair value (£000s) |
|---|---|
Goodwill arising on the acquisition 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. None of the goodwill recognised is expected to be deductible for tax purposes.
The Group incurred acquisition-related costs of £0.5 million on legal and due diligence costs. These costs have been included in operating expenses in the year ended 31 March 2022.
On 1 September 2021, the Group acquired 100% of the share capital of Argentina-based Une Consulting SRL and the trade and assets of Une Consulting LLC ('Une').
Une has an experienced team of consultants who are working across multiple international projects in the Americas, as well as Europe and Asia. The acquisition adds to Kainos' growing presence in North and South America, whilst enhancing the Group's ability to bring value to its customers.
From 1 September 2021 to 31 March 2022, Une has contributed revenue of £1.6 million and £0.8 million profit for the period. If the acquisition had incurred on 1 April 2021, management estimates that revenue for the 12 months ended 31 March 2022 would have been £2.8 million and profit for that period would have been £1.3 million.
The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date.
| Fair value (£000s) |
|
|---|---|
| Property, plant and equipment | 275 |
| Cash and cash equivalents | 76 |
| Trade and other receivables | 159 |
| Trade and other payables | (128) |
| FAIR VALUE OF NET IDENTIFIABLE ASSETS | 382 |
| Goodwill | 1,916 |
| TOTAL CONSIDERATION | 2,298 |
| SATISFIED BY: | (£000s) |
| Cash | 1,012 |
| Shares issued (64,767 ordinary shares) | 1,286 |
| TOTAL CONSIDERATION | 2,298 |
| (£000s) | |
| Cash consideration | 1,012 |
| Less cash and equivalents acquired | (76) |
The fair value of ordinary shares issued was based on the listed share price on 1 September 2021, the effective date of control (£19.86 per share).
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. None of the goodwill recognised is expected to be deductible for tax purposes.
The Group incurred acquisition-related costs of £0.2 million on legal and due diligence costs. These costs have been included in operating expenses in the year ended 31 March 2022.
On 1 January 2022, the Group acquired 100% of the share capital of United States-based Blackline Group.
Established in 2009 and headquartered in Washington state, Blackline Group is a speciality services firm that focuses on procurement and is an experienced advisory partner for Workday Strategic Sourcing (formerly Scout RFP). The acquisition of Blackline Group further strengthens Kainos' capabilities in the Workday, Inc.'s ecosystem and will allow Kainos to offer best-inclass Workday Strategic Sourcing advisory services to its customers, complementing its already deep expertise across Workday Financial Management, Workday Human Capital Management and Workday Adaptive Planning. The acquisition will further enhance Kainos' Workday presence in North America and Europe by adding over 50 spend management and procurement consultants from Blackline Group who will support the expansion of Kainos' Workday capabilities, client base, and expertise.
From 1 January 2022 to 31 March 2022, Blackline Group has contributed revenue of £2.2 million and £0.4 million profit for the period. If the acquisition had incurred on 1 April 2021, management estimates that revenue for the 12 months ended 31 March 2022 would have been £8.7 million and profit for that period would have been £1.7 million.
The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date. The purchase price adjustment with respect to the final working capital statement was included on a provisional pending in the prior year financial statements but can now be considered final.
| Fair value (£000s) |
|
|---|---|
| Property, plant and equipment | 32 |
| Cash and cash equivalents | 328 |
| Trade and other receivables | 226 |
| Deferred income | (239) |
| Trade and other payables | (405) |
| Intangible assets | 3,719 |
| FAIR VALUE OF NET IDENTIFIABLE ASSETS | 3,661 |
| Goodwill | 5,366 |
| TOTAL CONSIDERATION | 9,027 |
| Satisfied by: | (£000s) |
|---|---|
| Cash | 8,929 |
| Purchase price adjustment | 98 |
| TOTAL CONSIDERATION | 9,027 |
Blackline Group Inc. cont.
| OUTFLOW OF CASH AND CASH EQUIVALENTS | (£000s) |
|---|---|
| Cash consideration | 8,929 |
| Less cash and equivalents acquired | (328) |
| NET CASH OUTFLOW | 8,601 |
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. None of the goodwill recognised is expected to be deductible for tax purposes.
The Group incurred acquisition-related costs of £0.3 million on legal and due diligence costs. These costs have been included in operating expenses.
On 9 February 2022, Kainos BV entered into a customer referral agreement with Planalyse BV ('Planalyse'), a Netherlandsbased Workday Adaptive Planning partner. As part of the agreement, Planalyse referred all existing customers to Kainos BV, and the Group welcomed their six existing employees. Although not a material transaction in the context of the prior year financial statements, it is worthy of note given this transaction further strengthened Kainos' Workday Adaptive Planning delivery capabilities across Europe.
In respect of previous acquisitions of the Group, additional compensation for post-combination services of up to £3.7 million (2022: £8.6 million) will be payable in future periods to January 2025, 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 £4.2 million (2022: £5.5 million) has been recognised for compensation for post-combination services in operating expenses. Of this amount £3.2 million (2022: £3.0 million) relates to share-based payment arrangements and has been credited to equity.
There have been no significant events subsequent to year end that would require adjustment or disclosure in these consolidated financial statements.
| Notes | 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Investments in subsidiaries | 4 | 6,524 | 6,524 |
| Receivables | 5 | 8,621 | 10,251 |
| 15,145 | 16,775 | ||
| CURRENT ASSETS | |||
| Receivables | 5 | 10,799 | 8,321 |
| Prepayments | 524 | 398 | |
| Cash at bank and in hand | 55,385 | 41,511 | |
| 66,708 | 50,230 | ||
| Payables: Amounts falling due within one year | 6 | (8,902) | (1,319) |
| NET CURRENT ASSETS | 57,806 | 48,911 | |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 72,951 | 65,686 | |
| NET ASSETS | 72,951 | 65,686 | |
| CAPITAL AND RESERVES | |||
| Share capital | 7 | 623 | 619 |
| Share premium account | 6,567 | 6,433 | |
| Share-based payments reserve | 23,394 | 15,171 | |
| Capital reserve | 8,820 | 8,820 | |
| Profit and loss account | 33,547 | 34,643 | |
| SHAREHOLDERS' FUNDS | 72,951 | 65,686 |
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 £27.9 million (2022: £18.8 million).
The financial statements of Kainos Group plc (registered number 09579188) were approved by the Board of Directors and authorised for issue on 19 May 2023. They were signed on its behalf by:
Richard McCann Director 19 May 2023
| Equity settled share-based payments | – | – | 8,223 | – | – | 8,223 |
|---|---|---|---|---|---|---|
| Issue of share capital – share options exercised | 4 | 134 | – | – | – | 138 |
| Profit and total comprehensive income | – | – | – | – | 27,942 | 27,942 |
| Balance at 31 March 2022 | 619 | 6,433 | 15,171 | 8,820 | 34,643 | 65,686 |
| Dividends | – | – | – | – | (27,419) | (27,419) |
| Issue of shares as purchase consideration | – | – | – | 1,286 | – | 1,286 |
| Transfer between reserves(23) | (1,600) | – | 1,600 | – | – | |
| Deferred tax for equity-settled share-based payments | – | – | – | – | 116 | 116 |
| Current tax for equity-settled share-based payments | – | – | – | – | 34 | 34 |
| Equity settled share-based payments | – | – | 6,088 | – | – | 6,088 |
| Issue of share capital – share options exercised | 5 | 2,296 | – | – | – | 2,301 |
| Profit and total comprehensive income | – | – | – | – | 18,758 | 18,758 |
| Balance at 31 March 2021 | 614 | 5,737 | 9,083 | 5,934 | 43,154 | 64,522 |
| Share capital (£000s) |
premium account (£000s) |
Share-based payments (£000s) |
Capital reserve (£000s) |
Retained earnings (£000s) |
Total equity (£000s) |
(23) Premium on shares issued as consideration in FY20 reclassified from share premium account to capital reserve, in accordance with the requirements of the Companies Act 2006, S612.
(24) £12.1 million relates to exercised or lapsed options or fully vested free share awards and is considered distributable.
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.
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:
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:
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 are stated at cost and, where appropriate, less allowances for impairment.
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.
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.
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 £27.9 million (2022: £18.8 million).
The auditor's remuneration for audit and other services is disclosed in note 6 to the consolidated financial statements.
The average monthly number of employees (including Executive Directors) was two, Brendan Mooney and Richard McCann (2022: two).
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Wages and salaries | 865 | 884 |
| Social security costs | 125 | 89 |
| Other pension costs | 24 | 33 |
| Share-based payments | 139 | 129 |
| 1,153 | 1,135 |
Pension amounts for Brendan Mooney and Richard McCann are payments in lieu of pension.
Further information about share-based payments is provided in note 23 to the consolidated financial statements.
| (£000s) | |
|---|---|
| Cost and carrying amount |
| AT 31 MARCH 2022 AND 31 MARCH 2023 | 6,524 |
|---|---|
Details of the Group's subsidiaries at 31 March 2023 are included in note 14 of the consolidated financial statements.
| 2023 | 2022 | |
|---|---|---|
| (£000s) | (£000s) | |
| AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR: | ||
| Amounts owed from Group undertakings | 8,415 | 9,433 |
| Deferred tax assets | 206 | 818 |
| 8,621 | 10,251 | |
| AMOUNTS FALLING DUE WITHIN ONE YEAR: | ||
| Amounts owed from Group undertakings | 10,723 | 8,123 |
| Current tax assets | – | 36 |
| Other receivables | 76 | 162 |
| 10,799 | 8,321 |
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 estimated credit loss on such balances is insignificant and, on this basis, have not provided for an expected credit loss on this balance.
| 2023 (£000s) |
2022 (£000s) |
|
|---|---|---|
| Trade creditors and accruals | 1,326 | 1,261 |
| Bank overdraft | 7,325 | – |
| Amounts owed to Group undertakings | 214 | 21 |
| Other tax and social security | 37 | 37 |
| Current tax liabilities | – | – |
| 8,902 | 1,319 |
Bank overdraft amount relates to Group cash pooling arrangements.
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.
Information on share capital and movements during the year is included in note 22 of the consolidated financial statements.
The Company's distributable reserves as at 31 March 2023 total £45.6 million (2022: £44.9 million).
As part of the Group's insurance arrangements, the Company has an obligation at 31 March 2023 to transfer £2.5 million in exchange for the share capital of a cell in a protected cell company. The payment was made in April 2023 and was funded from existing cash at bank held by the Company.
We use the following definitions for our key metrics:
Active customer: a customer who has paid us to deliver a product or service within the current financial year.
Adjusted EBITDA: calculated as being adjusted pre-tax profit excluding interest, tax, depreciation of property, plant and equipment and right-of-use assets, and amortisation of intangible assets.
Adjusted pre-tax profit: profit before tax excluding the effect of share-based payment expense, acquisition-related expenses including amortisation of acquired intangible assets and post-combination remuneration expense (relating to contingent deferred consideration subject to future service conditions).
Annual Recurring Revenue (ARR): the value at the end of the accounting period of the software and subscription recurring revenue annualised.
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 year-on-year performance by translating the relevant prior year figure at current year 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.
Net revenue retention (NRR): is the percentage of recurring revenue from existing customers we retained over the year. This considers increases or reductions in customer spending and those customers where the engagement has ended; it does not include revenue from new customers. NRR therefore shows how our business could continue to grow solely from our current customer base alone, without acquiring any new ones.
Organic revenue: our revenues excluding revenue from acquisitions completed in the current and comparative reporting periods.
Software as a service (SaaS): is a software distribution model that delivers application programs over the Internet, with users typically accessing the program 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): partnership between Carbon Disclosure Project (CDP), the United Nations Global Compact, World Resources Institute (WRI) and the World Wide Fund for Nature (WWF) created to encourage companies to design clearly defined emission reduction plans in line with the Paris Agreement goals.
2nd Floor 21 Farringdon Road London EC1M 3HA
Kainos House 4-6 Upper Crescent Belfast BT7 1NT Northern Ireland
Email: [email protected]
Link Group Central Square 29 Wellington Street Leeds LS1 4DL
Email: shareholdersenquiries@ linkgroup.co.uk
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Kainos plc 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.
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